Four Seasons Education (Cayman) Inc.

Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 20-F
 
(Mark One)
☐	
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2024.
OR
☐	
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to
OR
☐	
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-38264
Four Seasons Education (Cayman) Inc.
(Exact name of Registrant as specified in its charter)
 
 
N/A
(Translation of Registrant’s name into English)
 
Cayman Islands
(Jurisdiction of incorporation or organization)
 
Room 1301, Zi'an Building
309 Yuyuan Road, Jing'an District
Shanghai 200040
People’s Republic of China
(Address of principal executive offices)
 
Yi Zuo, Chief Executive Officer
Tel: +86 21 6205-0619

E-mail: ir@fsesa.com
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
American Depositary Shares, each one representing 
ten ordinary shares, par value US$0.0001 per share*
 
FEDU
 
New York Stock Exchange
 
*Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of Class)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
None
(Title of Class)
 
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
21,163,416 ordinary shares, par value US$0.0001 per share, as of February 29, 2024
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 
12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” 
and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
 
Large accelerated filer
☐ 
Accelerated filer
☐ 
Non-accelerated filer
☒
 
 
 
 
 
 
Emerging growth company
☐
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with 
any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the 
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued 
financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the 
relevant recovery period pursuant to §240.10D-1(b).  ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP   ☒    International Financial Reporting Standards as issued by the International Accounting Standards Board  ☐    Other  ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
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  ☐
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Table of Contents
 
TABLE OF CONTENTS
 
 
Page
 
INTRODUCTION
4
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
151
ITEM 12.
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
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
158
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ITEM 18
FINANCIAL STATEMENTS
158
ITEM 19.
EXHIBITS
158
 
 
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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 the three years before the first grade through the last year of high school;
•
“K-9 Academic AST Services” refers to the offering of academic subjects to students from kindergarten through grade nine;
•
“learning center” refers to the physical establishment of a learning facility at a specific geographic location, directly owned and operated by 
one of the VIEs;
•
“study camp” refers to our planned physical establishment of a facility catering for certain immersive enrichment activities at a specific 
geographic location open to group or individual learners at all age;
•
“the 2022 fiscal year” refers to the fiscal year ended February 28, 2022, “the 2023 fiscal year” refers to the fiscal year ended February 28, 
2023 and “the 2024 fiscal year” refers to the fiscal year ended February 29, 2024;
•
“ADSs” refer to our American depositary shares, each one representing ten ordinary shares;
•
“China” or “PRC” refers to the People’s Republic of China, including Hong Kong, Macau and Taiwan; the only instances in which Hong 
Kong, Macau and Taiwan are not included in the definition of “China” or “PRC” is when we reference specific laws and regulations that 
have been adopted by the People’s Republic of China and other legal and tax matters related to the People’s Republic of China;
•
“PRC government” or “State” refers to the central government of the PRC, including all political subdivisions (including provincial, 
municipal and other regional or local government entities) and its organs or, as the context requires, any of them;
•
“RMB” and “Renminbi” refers to the legal currency of China; and
•
“US$,” “U.S. dollar,” “U.S. dollars,” “$” and “dollars” refer to the legal currency of the United States.
All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.
This annual report on Form 20-F includes our audited consolidated balance sheets as of February 28, 2023 and February 29, 2024 and our audited 
consolidated statements of operations, statements of comprehensive (loss) income, statements of cash flows and statements of changes in shareholders’ 
equity for the years ended February 28, 2022, 2023 and February 29, 2024.
Our reporting currency is the Renminbi (“RMB”). The functional currency of our Company and subsidiaries incorporated outside the mainland 
China is the United States dollar (“U.S. Dollar” or “US$”). The functional currency of all the other subsidiaries and the VIEs is RMB. This annual report 
contains translations of certain Renminbi amounts into U.S. Dollars for the convenience of the reader. Unless otherwise stated, all translations of 
 
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Renminbi into U.S. Dollars have been made at the rate of RMB7.1977 to US$1.00, being the noon buying rate in The City of New York for cable transfers 
in Renminbi as certified for customs purposes by the Federal Reserve Bank of New York in effect as of February 29, 2024 set forth in the H.10 statistical 
release of the U.S. Federal Reserve Board for translation into U.S. Dollars. We make no representation that the Renminbi or U.S. Dollar amounts referred 
to in this annual report could have been or could be converted into U.S. Dollars or Renminbi, as the case may be, at any particular rate or at all. 
We listed our ADSs on the New York Stock Exchange (“NYSE”) under the symbol “FEDU” on November 8, 2017.
 
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FORWARD LOOKING STATEMENTS
This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or 
historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provision under Section 21E of the 
Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These statements involve known and 
unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information — D. Risk Factors,” that may cause our actual 
results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” 
“estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current 
expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business 
strategy and financial needs. These forward-looking statements include statements about:
•
government policies and regulations relating to our industry;
•
our goals and strategies;
•
our ability to maintain and increase our learner enrollment;
•
our ability to continue to offer new and attractive courses and increase our course fees;
•
our ability to retain our teachers, as well as our ability to engage and train new teachers;
•
our future business development, financial condition and results of operations;
•
expected changes in our revenues, costs or expenditures;
•
growth of and trends of competition in our industry;
•
our expectation regarding the use of proceeds from our initial public offering; and
•
general economic and business conditions in the PRC.
You should read this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may 
be materially different from and worse than what we expect. Other sections of this annual report include additional factors which could adversely impact 
our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time 
and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the 
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 
We qualify all of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report 
relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no 
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This annual report also contains statistical data and estimates that we obtained from industry publications and reports generated by government or 
third-party providers of market intelligence. Statistical data in these publications also include projections based on a number of assumptions. If one or more 
of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. 
You should not place undue reliance on these forward-looking statements.
 
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  PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.	KEY INFORMATION
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 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’ economic performance, (ii) we are contractually obligated to absorb losses of the VIEs that could 
potentially be significant to the VIEs, and (iii) we are entitled to receive benefits from the VIEs that could potentially be significant to the VIEs. Only if we 
meet the aforementioned conditions for consolidation of the VIEs under U.S. GAAP, we will be deemed as the primary beneficiary of the VIEs, and the 
VIEs will be consolidated in our consolidated financial statements for accounting purposes.
WFOE has entered into the following contractual arrangements with the VIEs and their shareholders, that enable the Company to (i) have power to 
direct the activities that most significantly affect the performance of the VIEs, and (ii) receive the benefits of the VIEs that could be significant to the VIEs. 
The Company is fully and exclusively responsible for the management of the VIEs, absorbs all risk of losses of the VIEs, and has the exclusive right to 
exercise all voting rights of the VIE shareholders. Therefore, the Company, through its WFOE, Shanghai Fuxi, has been determined to be the primary 
beneficiary of the VIEs and has consolidated the VIEs’ financial results of operations, assets and liabilities and cash flows in the Company’s consolidated 
financial statements.
In the opinion of Fangda Partners, our PRC counsel:
•
the ownership structure of Shanghai Fuxi and the VIEs do not violate applicable PRC laws and regulations currently in effect; and
 
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•
the contractual arrangements between Shanghai Fuxi, the VIEs and their respective shareholders governed by PRC law currently are valid 
and binding. However, we have been advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation 
and application of current and future PRC laws, regulations and rules, and there can be no assurance that the PRC regulatory authorities will 
take a view that is consistent with the opinion of our PRC legal counsel. Especially, on July 24, 2021, the General Office of the CPC Central 
Committee and the General Office of the State Council issued the Double Alleviating Opinions, which prohibits foreign investors from 
investing into after-school tutoring institutions providing tutoring service related to academic subjects in compulsory education stage, 
including through variable interest entity structure. Despite that rules and regulations have been promulgated in connection with the scope of 
academic subjects in compulsory education stage, it remains unclear, and subject to relevant governmental authorities’ discretion, as to 
whether the products and services we offer fall into the scope of academic subjects of compulsory education stage. Based on our consultation 
with relevant governmental authorities, we ceased offering the K-9 Academic AST Services in mainland China at the end of 2021, and 
believe that the remaining products and services we currently offer do not constitute “tutoring service related to academic subjects of 
compulsory education stage” and thus not subject to the above restrictions. However, there can be no assurance that we will not be subject to 
penalties for historical violation, or the interpretation and implementation of relevant governmental authorities will not change in the future. 
Additionally, on April 7, 2021, the State Council promulgated the Amended Implementation Rules for Private Education Law, which took 
effective on September 1, 2021. The Amended Implementation Rules for Private Education Law stipulates that related party transactions to 
which a private school is a party would be required to be concluded on a fair and just basis without impediment to the interests of the state, 
the school, the teachers and the students, which could potentially impact our contractual arrangements with the VIEs. Please see “Item 3. Key 
Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system could 
have a material adverse effect on us.”
A series of contractual agreements, including exclusive business service agreements, exclusive call option agreement, equity pledge agreement, 
shareholder voting rights proxy agreement and irrevocable power of attorney, and spousal consent letter by and among our WFOE, the VIEs and their 
respective shareholders. These contractual agreements include:
Exclusive Service Agreement
Pursuant to the exclusive service agreement, Shanghai Fuxi has the exclusive right to provide or designate any third party to provide technical 
services and management and consulting services to the VIEs. In exchange, the VIEs pay annual service fees to Shanghai Fuxi in an amount at Shanghai 
Fuxi’s discretion. Without the prior written consent of Shanghai Fuxi, the VIEs cannot accept services provided by or establishing similar corporation 
relationship with any third party. Shanghai Fuxi owns the exclusive intellectual property rights created as a result of the performance of this agreement 
unless otherwise provided by PRC laws or regulations. The agreement will remain effective unless terminated upon the full exercise of call option in 
accordance with the exclusive call option agreement or unilaterally terminated by Shanghai Fuxi with a notice 30 days in advance. Unless otherwise 
required by applicable PRC laws, the VIEs do not have any right to terminate the exclusive service agreement.
Exclusive Call Option Agreement
Pursuant to the call option agreement, the shareholders of the VIEs unconditionally and irrevocably granted Shanghai Fuxi or its designated third 
party exclusive call options to purchase from the shareholder part or all of its equity interests in the VIEs, as the case may be, at the nominal price or for the 
minimum amount of consideration permitted by the applicable PRC laws and regulations. Such shareholder will not grant a similar right or transfer any of 
the equity interests in the VIEs to any party other than Shanghai Fuxi or its designee, nor will it pledge, create or permit any security interest or similar 
encumbrance to be created on any of the equity interests. Shanghai Fuxi has sole discretion to decide when to exercise the option, and whether to exercise 
the option in part or in full. The agreement will remain effective unless terminated upon the full exercise of call option or unilaterally terminated by 
Shanghai Fuxi with a notice 30 days in advance.
 
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Equity Pledge Agreement
Pursuant to the equity pledge agreement, the shareholders of the VIEs unconditionally and irrevocably pledged all of its equity interests in the VIEs 
to Shanghai Fuxi, to respectively guarantee the performance of the VIEs of their obligations under the relevant contractual agreements. Should the VIEs or 
their shareholder breach or default under any of the contractual arrangements, Shanghai Fuxi has the right to require the transfer of the pledged equity 
interests to itself or its designee, to the extent permitted by PRC law, or require an auction or sale of the pledged equity interests and has priority in any 
proceeds from the auction or sale of such pledged interests. Moreover, Shanghai Fuxi has the right to collect any and all dividends in respect of the pledged 
equity interests during the term of the pledge. Without the prior written consent of Shanghai Fuxi, the shareholders of the VIEs shall not transfer or dispose 
the pledged equity interests or create or allow any encumbrance on the pledged equity interests that would prejudice Shanghai Fuxi’s interest. Unless the 
VIEs have fully performed all of their obligations in accordance with the contractual agreements, or the pledged equity interests have been fully transferred 
to Shanghai Fuxi or its respective designee in accordance with the exclusive call option agreement, or unilaterally terminated by Shanghai Fuxi with a 30-
day prior notice, the equity interest pledge agreement will continue to remain in effect.
The shareholders of the VIEs have registered the equity pledge in favor of Shanghai Fuxi with the local counterpart of the State Administration for 
Industry and Commerce in accordance with PRC laws and regulations. 
Shareholder Voting Rights Proxy Agreement and Irrevocable Power of Attorney
The shareholders of the VIEs have each executed a shareholder voting rights proxy agreement appointing Shanghai Fuxi, or any person designated 
by Shanghai Fuxi, as their proxy to act for all matters pertaining to such shareholding and to exercise all of their rights as shareholders, including but not 
limited to attending shareholders’ meetings and designating and appointing directors, supervisors, the chief executive officer and other senior management 
members, and selling, transferring, pledging or disposing the equity interests of the VIEs. Shanghai Fuxi may authorize or assign its rights to any other 
person or entity at its sole discretion without prior notice to or prior consent from the shareholders of the VIEs. The agreement will remain effective unless 
Shanghai Fuxi terminates the agreement by written notice or terminated upon the full exercise of call option in accordance with the exclusive call option 
agreement.
Spousal Consent Letter
Pursuant to the spousal consent letter executed by the spouse of the shareholders of our VIEs, each of such spouse unconditionally and irrevocably 
agreed to the execution of exclusive service agreement, exclusive call option agreement, shareholder voting rights proxy agreement and irrevocable power 
of attorney and equity pledge agreement described above by the applicable shareholder. They further undertake not to make any assertions in connection 
with the equity interests of the VIEs held by the applicable shareholder, and confirm that the shareholder can perform the relevant transaction documents 
described above and further amend or terminate such transaction documents without the authorization or consent from such spouse. The spouse of each 
applicable shareholder agrees and undertakes that if he/she obtains any equity interests of the VIE held by the applicable shareholder for any reasons, 
he/she would be bound by the transaction documents described above and the amended and restated exclusive service agreement between Shanghai Fuxi 
and the VIE. The valid term of spousal consent letter is same as the term of the exclusive call option agreement.
Terms contained in each set of contractual arrangements with the VIEs and their respective shareholders are substantially similar. As a result of the 
contractual arrangements, we have effective control over and are considered the primary beneficiary of the VIEs for accounting purposes, and we have 
consolidated the financial results of the VIEs in our consolidated financial statements.
The following diagram sets out details of our significant subsidiaries and VIEs as of May 31, 2024:
 
 
 
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(1)	 Mr. Peiqing Tian and Mr. Peihua Tian, hold 99.99% and 0.01% equity interest in Shanghai Luoliang Network Technology Co., Ltd., respectively.
(2)	 Mr. Peiqing Tian and Ms. Suhua Zhu, hold 70% and 30% equity interests in Shanghai Four Seasons Education Investment Management Co., Ltd., 
respectively.
(3)	 Wuyuan Sijijiaozhong Tourism Inv Mgt Co., Ltd., Shanghai Four Seasons Education Investment Management Co., Ltd., and Shanghai Luoliang 
Network Technology Co., Ltd. hold 45.59%, 36.76% and 17.65% equity interests in Wuyuan Siji Gongda Study Camp Travel Development Co., 
Ltd., respectively.
(4)	 14 companies that operate in the fields including educational tourism and planning, non-academic tutoring, faculty training, investment management, 
and management consulting. 
(5)	 Seven companies that operate in the fields including educational technology, tourism, educational management, study trip development, culture 
development, corporate management, and publications. 
However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations, and there 
can be no assurance that the PRC government will take a view that is not contrary to or otherwise different from the opinion of our PRC counsel. Control 
through these contractual arrangements may be less effective than direct ownership, and we could face heightened risks and costs in enforcing these 
contractual arrangements due to these substantial uncertainties. These contractual arrangements have not been tested in a court of law. If the PRC 
government finds these contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the 
relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties, including being 
prohibited from continuing operations, which could materially and adversely affect us and the VIEs’ business, financial condition, and results of operations, 
and/or the value of our ADSs or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. In addition, if 
any of these events causes us unable to direct the activities of the VIEs or lose the right to receive their economic benefits, we may not be able to 
consolidate the VIEs into our consolidated financial statements in accordance with U.S. GAAP, which could cause the value of our ADSs to significantly 
decline or become worthless. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — Our 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.” and “Item 3. Key Information — D. Risk 
Factors — Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system could have a material adverse effect on us.” 
 
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Furthermore, if the VIEs or their shareholders fail to perform their obligations under the contractual arrangements, we may be limited in our ability 
to enforce such contractual arrangements that give us effective control. If we are unable to maintain effective control over the VIEs, we would not be able 
to continue to consolidate their financial results in our consolidated financial statements. In the 2022, 2023 and 2024 fiscal years, substantially all of our 
revenue was derived from the operations of the VIEs. We rely on dividends and other distributions paid to us by our WFOE, Shanghai Fuxi, which in turn 
depends on the service fees paid to Shanghai Fuxi by the VIEs. There are significant PRC legal restrictions on the payment of dividends by PRC companies 
and restrictions on foreign exchange control and foreign investments, all of which may adversely affect our ability to access the revenue of Shanghai Fuxi 
and the VIEs. In the 2024 fiscal year, Shanghai Fuxi received service fees of RMB3.6 million (US$0.5 million) from the VIEs and did not distribute any 
dividends. Notwithstanding our business decisions to continue to invest and expand our PRC operations and launching new programs, our WFOE may 
receive service fees from the VIEs or make distributions to us in the future. 
We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are 
subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-
monopoly regulatory actions, regulations on the use of variable interest entities, and oversight on cybersecurity and data privacy, as well as the lack of 
inspection on our auditors by the Public Company Accounting Oversight Board, or the PCAOB, which may impact our ability to conduct certain 
businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could subject us and the 
VIEs to severe penalties, including being prohibited from continuing operations, which could materially and adversely affect us and the VIEs’ business, 
financial condition, and results of operations, and/or the value of our ADSs, or could significantly limit or completely hinder our ability to offer or continue 
to offer securities to investors, or cause the value of our ADSs to significantly decline or become worthless. For a detailed description of risks related to 
doing business in China, “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC.” 
The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and 
foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. 
Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or become worthless. For more 
details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — The PRC government’s oversight and 
discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.” 
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly 
evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 
3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system could have a 
material adverse effect on us.”
 
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On June 30, 2020, the Standing Committee of the National People’s Congress of the PRC, or the SCNPC promulgated the Law of the People’s 
Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Law of PRC on Safeguarding National 
Security in Hong Kong, the interpretation of which involves a degree of uncertainty. The PRC government has also announced recently that it would step 
up supervision of overseas listed PRC businesses, and check sources of funding for securities investment and control leverage ratios. The PRC government 
has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with 
the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of 
the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong 
which operate under a different set of laws from China. However, there can be no assurance that the government of Hong Kong will not enact similar laws 
and regulations applicable to companies operating in Hong Kong. For example, the PRC government may pressure the government of Hong Kong to enact 
similar laws and regulations to those in the PRC, which may seek to exert control over offerings conducted overseas by Hong Kong companies. If any or all 
of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material 
adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the United States, which could 
cause the value of our ADSs to significantly decline or become worthless. As of the date of this annual report, our Hong Kong subsidiary has not received 
any inquiry or notice or any objection from any PRC authority or Hong Kong authority. See “Item 3. Key Information — D. Risk Factors — Risks Related 
to Doing Business in the PRC — Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the 
recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our existing and 
future operations in Hong Kong.”
Permissions Required from the PRC Authorities for Our Operations and those of the VIEs 
Four Seasons Education (Cayman) Inc. is a holding company with no operations of its own. We conduct business primarily through our subsidiaries 
and the VIEs in China. Our operations and those of the VIEs in China are governed by PRC laws and regulations. As of the date of this annual report, other 
than disclosed in “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We are required to obtain various operating licenses and 
permits and to make registrations and filings for our business operations in China; failure to comply with these requirements may materially adversely 
affect our business and results of operations,” and “—Risks Related to Doing Business in the PRC—Our business is subject to various evolving PRC laws 
and regulations regarding data privacy and cybersecurity. Failure of cybersecurity and data privacy concerns could subject us to penalties, damage our 
reputation and brand, and harm our business and results of operations,” and based on the advice of our PRC counsel, Fangda Partners, we believe our PRC 
subsidiaries and the VIEs have obtained all of the material licenses and permits from the PRC government authorities that are necessary for our principal 
business operation, including, among others, the Private School Operation Permits, Fire Safety Permits, Food Operation Licenses, Permits for Operating 
Publications, Travel Agency Operation Permit, and the filing certificate of Information System Security Level Protection, and our Cayman holding 
company does not need to obtain any licenses or permits from the PRC government authorities as it has no business operation in PRC. Given the 
interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities are subject to changes, 
we may be required to obtain additional licenses, permits, filings or approvals for the services of our company in the future. For more detailed information, 
see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We are required to obtain various operating licenses and permits and to 
make registrations and filings for our business operations in China; failure to comply with these requirements may materially adversely affect our business 
and results of operations,” and “—Risks Related to Doing Business in the PRC—Our business is subject to various evolving PRC laws and regulations 
regarding data privacy and cybersecurity. Failure of cybersecurity and data privacy concerns could subject us to penalties, damage our reputation and 
brand, and harm our business and results of operations.” 
Furthermore, in connection with our issuance of securities to foreign investors in the past, under current PRC laws, regulations, and rules, as of the 
date of this annual report, we, our PRC subsidiaries, and the VIEs (i) have not been required to obtain permissions from or complete filings with the China 
Securities Regulatory Commission, or the CSRC, (ii) have not been required to go through cybersecurity review by the Cyberspace Administration of 
China, or the CAC, and (iii) have not received or have not been denied such requisite permissions by the CSRC or the CAC. Our PRC counsel, Fangda 
Partners, has consulted the relevant government authorities, which 
 
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acknowledged that, under the currently effective PRC laws and regulations, a company already listed in a foreign stock exchange before promulgation of 
the latest Cybersecurity Review Measures is not required to go through a cybersecurity review by the CAC to conduct a securities offering or maintain its 
listing status on the foreign stock exchange on which its securities have been listed. Therefore, we believe that under the currently effective PRC laws and 
regulations, our holding company, PRC subsidiaries and the VIEs are not required to go through a cybersecurity review by the CAC for conducting a 
securities offering or maintain our listing status on the NYSE. Since the Cyber Data Security Draft are still a draft for comments, the Cyber Data Security 
Draft (especially its operative provisions) and its anticipated adoption or effective date are subject to further changes with substantial uncertainty.
 On February 17, 2023, the CSRC released the Overseas Listing Trial Measures and five supporting guidelines, which became effect on March 31, 
2023. The Overseas Listing Trial Measures regulates both direct and indirect overseas offering and listing of PRC domestic companies’ securities by 
adopting a filing-based regulatory regime. Pursuant to the Overseas Listing Trial Measures, the principle of “substance over form” shall be followed when 
determining whether an offering and listing shall be deemed as an indirect overseas offering and listing by a PRC domestic company and if the issuer meets 
both the following criteria, the overseas securities offering and listing conducted by such issuer shall be deemed as indirect overseas offering by PRC 
domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited 
consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business 
activities are conducted in the PRC or its main place(s) of business are located in the PRC, or the majority of senior management staff in charge of its 
business operations and management are PRC citizens or have their habitual residence located in the PRC. Where an issuer submits an application for 
initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. 
The Overseas Listing Trial Measures also requires subsequent reports to be submitted to the CSRC on material events, such as change of control or 
voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings. On the same day, the CSRC also published the Notice on 
the Administrative Arrangements for the Filing of Overseas Securities Offering and Listing by the Domestic Enterprises, or the Notice on Overseas Listing 
Measures. According to the Notice on Overseas Listing Measures, issuers that have already been listed in an overseas market by March 31, 2023, the date 
on which the Overseas Listing Measures will become effective, such as our company, are not required to make any immediate filing. However, such issuers 
will be required to comply with the filing requirements under Overseas Listing Measures if and when they pursue any future securities offerings and 
listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going private transactions. If we fail to obtain 
required approval or complete other review or filing procedures, under the Overseas Listing Measures or otherwise, for any future securities offerings and 
listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going private transactions, we may face 
sanctions by the CSRC or other PRC regulatory authorities, including administrative penalties, such as order to rectify, warnings, fines or other actions that 
may materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. Given 
the substantial uncertainties surrounding the latest CSRC filing requirements and the CAC cybersecurity review requirements, and such regulations are 
subject to change, we cannot assure you that our holding company, PRC subsidiaries or the VIEs will be able to complete the filings and fully comply with 
the relevant new rules on a timely basis, if the CSRC, CAC or other government authorities later promulgate new rules or explanations requiring that we 
obtain their approvals for our future overseas offerings.
 
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In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly 
decline. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business. 
The regulatory environment with respect to the industry that we have been operating in China is changing rapidly for the past years and therefore is subject 
to substantial uncertainties. According to the Double Alleviating Opinions, for non-academic tutoring, local authorities shall identify corresponding 
competent authorities for different tutoring categories, set forth standards and approve relevant non-academic tutoring institutions. However, as of the date 
of this annual report, there has no research and academic study travel, learning technology and content solutions related implementation rules or standards. 
In addition, as of the date of this annual report, there has no explicit implementation rules or interpretation deeming our online provision of video 
recordings accompanying our textbooks to our textbook users through our website as “online publishing” and thus may require certain permit. As PRC 
laws and regulations with respect to certain licenses and permissions are unclear and are subject to interpretations and enforcement of local governmental 
authorities, it is uncertain whether our research and academic study travel, learning technology, content solutions related business or online provision of 
video recordings may fall within the scope of business operations that require additional licenses or other licenses or permits, including without limitation 
the licenses and permits mentioned above and whether our subsidiaries and VIEs would be able to obtain and renew such approvals on a timely basis or at 
all. We have been closely monitoring the evolving regulatory environment and are making efforts to seek guidance from and cooperate with the 
government authorities to comply with relevant laws and regulation. As of the date of this annual report, we have no outstanding written notice of warning 
from, or been subject to penalties imposed by, the relevant government authorities for alleged failure by us to obtain relevant licenses or other licenses or 
permits related to our research and academic study travel, learning technology, content solutions or online provision of video recordings related business. If 
our holding company, PRC subsidiaries and the VIEs had inadvertently concluded that such approvals were not required, or if applicable laws, regulations 
or interpretations change in a way that requires us to obtain such approval in the future, our holding company, PRC subsidiaries and the VIEs may be 
unable to obtain such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance 
could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability 
to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For more detailed information, see 
“Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — The PRC government’s oversight and discretion over our 
business operations could result in a material adverse change in our operations and the value of our ADSs.” and “Item 3. Key Information — D. Risk 
Factors — Risks Related to Doing Business in the PRC — We are required to obtain various operating licenses and permits and to make registrations and 
filings for our business operations in China; failure to comply with these requirements may materially adversely affect our business and results of 
operations.”  
 
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The Holding Foreign Companies Accountable Act 
The Holding Foreign Companies Accountable Act, or the HFCA Act, was signed into law on December 18, 2020. The HFCA Act states if the SEC 
determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three 
consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-
counter trading market in the United States.
On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, or the AHFCA Act, which was signed 
into law on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges 
if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.
On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCA Act, pursuant 
to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered 
public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the 
foreign jurisdiction.
On December 16, 2021, the PCAOB issued a report ("PCAOB Determination Report") to notify the SEC of its determination that the PCAOB is 
unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.
On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Protocol”) with the CSRC and the Ministry of Finance 
(“MOF”) of the People's Republic of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong. The Protocol 
remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, 
the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to 
the SEC.
On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public 
accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous PCAOB Determination Report to the contrary. 
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public 
accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our 
auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and 
investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume 
regular inspections in early 2023 and beyond. The PCAOB is required under the HFCA Act to make its determination on an annual basis with regards to its 
ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong. Should the PCAOB again encounter 
impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, the 
PCAOB will make determinations under the HFCA Act as and when appropriate.
Our current auditor, Marcum Asia CPAs LLP, or MarcumAsia, the independent registered public accounting firm that issues the audit report 
included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public 
Company Accounting Oversight Board (United States), or the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts 
regular inspections to assess its compliance with the applicable professional standards. MarcumAisa, whose audit report is included in this annual report on 
Form 20-F, is headquartered in New York, New York, and is subject to inspection by the PCAOB on a regular basis. As a result, we do not expect to be 
identified as a “Commission-Identified Issuer” under the HFCA Act for the fiscal year ended February 29, 2024 after we file our annual report on Form 20-
F for such fiscal year.
However, recent developments with respect to audits of China-based companies create uncertainty about the ability of MarcumAsia to fully 
cooperate with a PCAOB request for audit working papers without the approval of the Chinese authorities, as MarcumAsia’s audit working papers related 
to us are located in China. We can offer no assurance that we will be able to retain an auditor that would allow us to avoid a trading prohibition for our 
securities under the HFCA Act.
 
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Furthermore, these recent developments could also add uncertainties and we cannot assure you that the NYSE or regulatory authorities would not 
apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, 
adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. If our 
shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market 
for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our ADSs when you 
wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would 
significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial 
condition, and prospects.
For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — The PCAOB may be unable to 
inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, or the HFCA Act. If the PCAOB is unable to 
conduct such inspections for two consecutive years beginning in 2021, the SEC will prohibit the trading of our ADSs. The delisting of our ADSs, or the 
threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct 
inspections of our auditors would deprive our investors of the benefits of such inspections.”
Summary of Risk Factors 
Set forth below is only a summary of the principal risks associated with an investment in our shares. See below under this “Item 3. Key Information 
— D. Risk Factors” for a detailed discussion of the numerous risks and uncertainties to which the Company is subject.
Risks Related to Our Business
•
If we are not able to develop new types of learning products, services or activities under the recent regulatory policies in China to 
successfully attract prospective learners and customers in a timely or cost-effective manner or to continue to attract learners and customers to 
purchase our existing products or services, our business, results of operations and prospects will continue to be materially and adversely 
affected.
•
Failure to successfully design and execute our growth strategies may materially and adversely affect our business and prospects.
•
We may not be able to improve our current business to meet the demand of learners, customers and educational institutions on a timely basis 
and in a cost-effective manner. If the level of satisfaction of our learners, customers and educational institutions with our services declines, 
they may decide to withdraw from our programs and request refunds and our business, financial condition, results of operations and 
reputation would be adversely affected.
•
Any damage to our brand or the reputation of any of our learning centers or study camps may adversely affect our overall business, 
prospects, results of operations and financial condition.
•
General declines or disruptions in the travel industry may materially and adversely affect our business and results of operations.
•
Our business could be disrupted if we lose the services of members of our senior management team.
•
We face significant competition, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely 
affected.
•
We may not be able to continue to recruit, train and retain qualified faculty members, who are critical to the success of our business and 
effective delivery of our services and products.
•
Our historical financial and operating results, growth rates and profitability may not be indicative of future performance.
•
If we fail to integrate or negotiate successfully any future acquisitions, our business and operating results could be materially and adversely 
affected.
 
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•
We are required to obtain various operating licenses and permits and to make registrations and filings for our business operations in China; 
failure to comply with these requirements may materially adversely affect our business and results of operations.
•
Some of our schools are restricted in their ability to distribute profits to their sponsors. The service arrangements between Shanghai Fuxi and 
our private schools may be regarded as circumventing this restriction.
Risks Related to Our Corporate Structure
•
Our 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.
•
Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may 
impact the viability of our current corporate structure and business operations.
•
We rely on contractual arrangements with the VIEs and their respective shareholders 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.
•
Contractual arrangements between the VIEs and us may be subject to scrutiny by the PRC tax authorities and a finding that we or the VIEs 
owe additional taxes could materially reduce our net income and the value of your investment.
•
If any of the VIEs 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.
Risks Related to Doing Business in the PRC
•
Changes in PRC economy, or economic and political conditions or government policies in China, could have a material adverse effect on our 
business, financial conditions and results of operations. Substantially all of our business operations are conducted in China. Accordingly, our 
business, financial condition, results of operations and prospects are influenced by economic, political and legal developments in China. For 
more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Changes in PRC economy, 
or economic and political conditions or government policies in China, could have a material adverse effect on our business, financial 
conditions and results of operations.”
•
Uncertainties with respect to the PRC legal system could have a material adverse effect on us. The PRC administrative and judicial 
authorities have significant discretion in interpreting, implementing or enforcing statutory rules and contractual terms, and it may be more 
difficult to predict the outcome of administrative and judicial proceedings and the level of legal protection we may enjoy in the PRC than 
under some more developed legal systems. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government 
may be made quickly with little advance notice. These uncertainties may affect our decisions on the policies and actions to be taken to 
comply with PRC laws and regulations, and may affect our ability to enforce our contractual or tort rights. In addition, the regulatory 
uncertainties may be exploited through unmerited legal actions or threats in an attempt to extract payments or benefits from us. Such 
uncertainties may therefore increase our operating expenses and costs, and materially and adversely affect our business and results of 
operations. For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — 
Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”
 
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•
The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and 
the value of our ADSs. The PRC government has significant oversight and discretion over the operation of our business, and it may intervene 
or influence our operations, which could result in a material adverse change in our operation and the value of our ADSs. The PRC 
government has recently indicated an intent to exert more oversight over overseas offerings by and foreign investment in China-based issuers 
like us. It remains uncertain how PRC government authorities will regulate overseas listing in general and whether we are required to 
complete filing or obtain any specific regulatory approvals from the CSRC, CAC or any other PRC government authorities for our overseas 
offerings. If the CSRC, CAC or other government authorities later promulgate new rules or explanations requiring that we obtain their 
approvals for our future overseas offerings, we may be unable to obtain such approvals in a timely manner, or at all, and such approvals may 
be rescinded even if obtained. Any such circumstance could significantly limit or completely hinder our ability to continue to offer securities 
to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide 
regulations directly targeting our operations could cause the value of our securities to significantly decline. Therefore, investors of our 
company and our business face potential uncertainty from actions taken by the PRC government affecting our business. For more details, see 
“Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — The PRC government’s oversight and 
discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.”
•
Our business is subject to various evolving PRC laws and regulations regarding data privacy and cybersecurity. Failure of cybersecurity and 
data privacy concerns could subject us to penalties, damage our reputation and brand, and harm our business and results of operations. We 
routinely collect, store and use personal information and other data during the ordinary course of our business. If we are unable to protect the 
personal information and other data we collect, store and use from unauthorized access, use, disclosure, disruption, modification, or 
destruction, such problems or security breaches could cause a loss, give rise to our liabilities to the owners or subject of the information, or 
subject us to fines and other penalties. In addition, complying with various laws and regulations could cause us to incur substantial costs or 
require us to change our business practices, including our data practices, in a manner adverse to our business. For more details, see “Item 3. 
Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Our business is subject to various evolving PRC laws 
and regulations regarding data privacy and cybersecurity. Failure of cybersecurity and data privacy concerns could subject us to penalties, 
damage our reputation and brand, and harm our business and results of operations.”
 
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•
We are required to obtain various operating licenses and permits and to make registrations and filings for our business operations in China; 
failure to comply with these requirements may materially adversely affect our business and results of operations. If the government 
authorities determine that our non-academic tutoring, research and academic study travel, learning technology and content solutions, online 
provision of video recordings related business fall within the scope of business operations that require additional licenses or other licenses or 
permits, including without limitation the licenses and permits mentioned above, we may not be able to obtain such licenses or permits on 
reasonable terms or in a timely manner or at all. Moreover, we may fail to maintain, renew or update any of our existing licenses, permits, 
approvals, registrations or filings in a timely manner and on commercially reasonable terms, or at all, which could materially and adversely 
affect our business, results of operations and financial condition. Besides, we may develop new business lines or make changes to the 
operations of certain of the current business of our PRC subsidiaries or the VIEs, which may require us to obtain additional licenses, 
approvals, permits, registrations and filings. However, there can be no assurance that we are, or will be, able to successfully obtain such 
licenses, approvals, permits, registrations and filings in a timely manner, or at all. Government authorities may also from time to time issue 
new laws, rules and regulations or enhance enforcement of existing laws, rules and regulations, which could also require us to obtain new and 
additional licenses, permits, approvals, registrations or filings. If we fail to obtain and maintain such required licenses and permit, as well as 
required registrations and filings, we may be subject to fines, legal sanctions or an order to suspend our online education services and our 
business, financial condition and operational results may be materially and adversely affected. For more details, see “Item 3. Key Information 
— D. Risk Factors — Risks Related to Doing Business in the PRC — We are required to obtain various operating licenses and permits and to 
make registrations and filings for our business operations in China; failure to comply with these requirements may materially adversely affect 
our business and results of operations.”
•
The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, 
or the HFCA Act. If the PCAOB is unable to conduct such inspections for two consecutive years beginning in 2021, the SEC will prohibit 
the trading of our ADSs. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of 
your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits 
of such inspections. For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — 
The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, 
or the HFCA Act. If the PCAOB is unable to conduct such inspections for two consecutive years beginning in 2021, the SEC will prohibit 
the trading of our ADSs. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of 
your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits 
of such inspections.”
 
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•
Our subsidiaries and the VIEs in the PRC are subject to restrictions on making dividends and other payments to us. We are a holding 
company and rely principally on dividends paid by our subsidiaries in the PRC. Current PRC regulations permit our subsidiaries in the PRC 
to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and 
regulations. Under the applicable requirements of PRC law, our PRC subsidiaries may only distribute dividends after they have made 
allowances to fund certain statutory reserves. These reserves are not distributable as cash dividends. In addition, at the end of each fiscal year, 
each of our learning centers that are private schools in the PRC is required to allocate a certain amount to its development fund for the 
construction or maintenance of the school properties or purchase or upgrade of school facilities. Furthermore, if our subsidiaries or the VIEs 
in the PRC incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make 
other payments to us. In addition, to the extent cash or assets in our business is in the PRC or Hong Kong or a PRC or Hong Kong entity, 
such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in, or the 
imposition of restrictions and limitations on, the ability of our holding company, our PRC subsidiaries, or the VIEs by the PRC government 
to transfer cash or assets. Cash may be transferred within our organization in the following manners: Under PRC laws, Four Seasons may, 
through its intermediary holding companies, provide funding to our PRC subsidiaries only through capital contributions or loans, and to the 
VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. Any such restrictions or 
requirements may materially affect such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which may 
materially and adversely affect our business, financial condition and results of operations. For more details, see “Item 3. Key Information — 
D. Risk Factors — Risks Related to Doing Business in the PRC — Our subsidiaries and the VIEs in the PRC are subject to restrictions on 
making dividends and other payments to us.”
•
Restrictions on currency exchange may limit our ability to receive and use our revenues effectively. Substantially all of our revenue is 
denominated in Renminbi. As a result, restrictions on currency exchange may limit our ability to use revenue generated in Renminbi to fund 
any business activities we may have outside the PRC in the future or to make dividend payments to our shareholders and ADS holders in 
U.S. dollars. Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade and service-
related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans 
or investments in securities outside the PRC, unless such use is approved by SAFE. These limitations could affect our ability to obtain 
foreign exchange for capital expenditures. To the extent we need to convert and use any Renminbi-denominated revenue generated by the 
VIEs not paid to our PRC subsidiaries and revenue generated by our PRC subsidiaries not declared and paid as dividends, the limitations 
discussed above will restrict the convertibility of, and our ability to directly receive and use such revenue. As a result, our business and 
financial condition may be adversely affected. In addition, we cannot assure you that the PRC regulatory authorities will not impose more 
stringent restrictions on the convertibility of Renminbi in the future, especially with respect to foreign exchange transactions. For more 
details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Restrictions on currency 
exchange may limit our ability to receive and use our revenues effectively.”
 
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•
Our subsidiaries and the VIEs in the PRC are subject to restrictions on making dividends and other payments to us. We are a holding 
company and rely principally on dividends paid by our subsidiaries in the PRC. Current PRC regulations permit our subsidiaries in the PRC 
to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and 
regulations. Under the applicable requirements of PRC law, our PRC subsidiaries may only distribute dividends after they have made 
allowances to fund certain statutory reserves. These reserves are not distributable as cash dividends. In addition, at the end of each fiscal year, 
each of our learning centers that are private schools in the PRC is required to allocate a certain amount to its development fund for the 
construction or maintenance of the school properties or purchase or upgrade of school facilities. Furthermore, if our subsidiaries or the VIEs 
in the PRC incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make 
other payments to us. In addition, to the extent cash or assets in our business is in the PRC or Hong Kong or a PRC or Hong Kong entity, 
such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in, or the 
imposition of restrictions and limitations on, the ability of our holding company, our PRC subsidiaries, or the VIEs by the PRC government 
to transfer cash or assets. Cash may be transferred within our organization in the following manners: Under PRC laws, Four Seasons may, 
through its intermediary holding companies, provide funding to our PRC subsidiaries only through capital contributions or loans, and to the 
VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. Any such restrictions or 
requirements may materially affect such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which may 
materially and adversely affect our business, financial condition and results of operations. For more details, see “Item 3. Key Information — 
D. Risk Factors — Risks Related to Doing Business in the PRC — Our subsidiaries and the VIEs in the PRC are subject to restrictions on 
making dividends and other payments to us.”
Risks Related to our Ordinary Shares and ADSs
•
The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.
•
Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
Cash and Asset Flows through Our Organization 
Four Seasons Education (Cayman) Inc. is a holding company with no operations of its own. We conduct operations in China primarily through our 
subsidiaries and the VIEs and their subsidiaries in China. As a result, although other means are available for us to obtain financing at the holding company 
level, the Parent’s ability to pay dividends to the shareholders and to service any debt it may incur depends upon dividends paid by our PRC subsidiaries 
and license and service fees paid by the VIEs to the WFOE in accordance with the VIE agreement. The Parent, our subsidiaries, WFOE and the VIEs may 
also transfer cash to each other. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its 
ability to pay dividends to the Parent. In addition, to the extent cash or assets in our business is in the PRC or Hong Kong or a PRC or Hong Kong entity, 
such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in, or the imposition of 
restrictions and limitations on, the ability of our holding company, our PRC subsidiaries, or the VIEs by the PRC government to transfer cash or assets. 
Cash may be transferred within our organization in the following manners:
Under PRC laws, the Parent may, through its intermediary holding companies, provide funding to our PRC subsidiaries only through capital 
contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. The 
VIEs may transfer cash to our WFOE and other subsidiaries (“Other Subsidiaries”) as working capital support, or through service fees in accordance with 
the VIE agreement, and to the Parent through repayment of loans. The WFOE and Other Subsidiaries may also transfer cash to VIEs or other entities within 
our organization as working capital support. 
For the details of the financial position, cash flows and results of operation of the VIEs, please refer to the “Item 3. Key information-Condensed 
Consolidating Schedule.” 
 
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Our PRC subsidiaries and the VIEs are required to make appropriations to certain statutory reserve funds or may make appropriations to certain 
discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. The PRC government 
imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If the foreign 
exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay 
dividends in foreign currencies to our shareholders. For more details, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and 
Capital Resources — Holding Company Structure”, “Item 3. Key Information — D. Risk Factors — Summary of Risk Factors — Risks Related to Doing 
Business in the PRC”, “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Our subsidiaries and the VIEs in the 
PRC are subject to restrictions on making dividends and other payments to us, and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing 
Business in the PRC — Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.”
As of the date of this annual report, none of our WFOE, Other Subsidiaries, or the VIEs has made any dividends or other distributions to the Parent. 
On January 16, 2018, we declared dividends of US$20 million to holders of our company’s ordinary shares of record as of February 1, 2018. The dividend 
was paid out of the proceeds from our initial public offering. Except for the foregoing, we have not previously declared or paid cash dividends and we have 
no plan to declare or pay any dividends in the foreseeable future on our shares or ADSs.
Subject to the passive foreign investment company rules discussed in detail under “Item 10. Additional Information — E. Taxation — Passive 
Foreign Investment Company”, the gross amount of any distribution that we make to United States Holders (as defined below) with respect to our ADSs or 
ordinary shares (including any amounts withheld to reflect PRC or other withholding taxes) will be taxable as a dividend, to the extent paid out of our 
current or accumulated earnings and profits, as determined under United States federal income tax principles. We currently do not, and we do not intend to, 
determine our earnings and profits on the basis of United States federal income tax principles. Therefore, a United States Holder should expect that any 
distribution paid generally will be reported as a “dividend” for United States federal income tax purposes. The amount of such dividend will include 
amounts withheld by us or our paying agent in respect of any foreign taxes. As of the date of this annual report, Four Seasons Education (Cayman) Inc. is 
not a PRC resident enterprise for PRC tax purposes, therefore the payments of dividend in respect of our ordinary share are not subject to PRC withholding 
tax. However, if we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as 
China-sourced income and as a result may be subject to PRC withholding tax. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing 
Business in the PRC — Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise,” which could result in unfavorable 
tax consequences to us and our non-PRC shareholders.” For further discussion on PRC and United States federal income tax considerations of an 
investment in the ADSs, see “Item 10 — Additional Information — E. Taxation.”
For the years ended February 28, 2022, 2023, and February 29, 2024 the WFOE invested RMB2.0 million, nil and nil to Other Subsidiaries as 
capital injection, respectively. For the years ended February 28, 2022, 2023 and February 29, 2024, Parent invested nil, RMB20.9 million and nil to Other 
Subsidiaries.
 
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For the year ended February 29, 2024, (i) our WFOE transferred RMB 2.0 million to Other Subsidiaries as working capital support, and RMB23.5 
million to VIEs also as working capital support; (ii) the VIEs paid RMB3.6 million to our WFOE as service fee in accordance with VIE agreements, paid 
RMB4.1 million to Other Subsidiaries as service fee, repaid working capital support of RMB25.2 million to WFOE and RMB3.6 million to our Other 
Subsidiaries; (iii) our Other Subsidiaries transferred RMB 4.0 million to the VIEs as working capital support, (iv) Other Subsidiaries transferred RMB 2.7 
million to WFOE as repayment of working capital support. For the year ended February 28, 2023, (i) our WFOE transferred RMB 0.3 million to Other 
Subsidiaries as working capital support, and RMB6.9 million to VIEs also as working capital support; (ii) the VIEs paid RMB1.3 million to our WFOE as 
service fee in accordance with VIE agreements, repaid working capital support of RMB10.5 million to WFOE and RMB0.6 million to our other 
subsidiaries; (iii) our Other Subsidiaries transferred RMB 0.3 million to the VIEs as working capital support, (iv) Parent transferred RMB 13.9 million to 
Other Subsidiaries as working capital support; (v) Other Subsidiaries transferred RMB 1.1 million to WFOE as working capital support, and repaid 
working capital support of RMB 48.0 million. For the year ended February 28, 2022, (i) our WFOE transferred RMB 0.2 million to Other Subsidiaries as 
working capital support, and RMB 16.6 million to VIEs also as working capital support; (ii) the VIEs paid RMB 20.8 million to our WFOE as service fee 
in accordance with VIE agreements; (iii) our Other Subsidiaries transferred RMB 1.2 million to the VIEs as working capital support. Please see the 
condensed consolidating schedules set forth above and our consolidated financial statements within this annual report. We do not, at this time, intend to 
distribute earnings or settle amounts owed under the VIE Agreements. We currently do not have cash management policies in place that dictate how funds 
are transferred between the Parent, our subsidiaries and the VIEs. Rather, the funds can be transferred in accordance with the applicable PRC laws and 
regulations.
For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China, 
assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future: 
 
 
 
Calculation
 
Hypothetical pre-tax earnings
 
 
100.0 %
Tax on earnings at statutory rate of 25%
 
 
(25.0 %)
Net earnings available for distribution
 
 
75.0 %
Withholding tax at standard rate of 10%
 
 
(7.5 %)
Net distribution to Parent/Shareholders
 
 
67.5 %
Note: 
(1)
For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing 
differences, is assumed to equal taxable income in China.
(2)
Under the terms of the VIE agreements, our PRC subsidiaries may charge the VIEs for services provided to VIEs. These service fees shall be 
recognized as cost and expenses of the VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in 
consolidation. For income tax purposes, our PRC subsidiaries and VIEs file income tax returns on a separate company basis. The service fees 
paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral.
(3)
Certain of our subsidiaries and VIEs qualify for a preferential income tax rate which is lower than the statutory rate of 25% in China. However, 
such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For 
purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
(4)
The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or 
FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding 
company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at 
the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full 
withholding tax would be applied.
 
23
 
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(2)
(3)
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Table of Contents
 
 
Condensed Consolidating Schedule 
The following table presents the condensed consolidating schedule of financial position, results of operations and cash flows for the VIEs and other 
entities as of the dates presented. 
In these tables, “Four Seasons” refers to Four Seasons Education (Cayman) Inc. (“Four Seasons”), the New York Stock Exchange listed company 
which is a Cayman exempted company. “WFOE” refers to Four Seasons’ wholly-owned Chinese subsidiary, Shanghai Fuxi. “Subsidiaries” refers to 
subsidiaries of Four Seasons other than the WFOE. “VIEs” refers to Shanghai Luoliang Network Technology Co., Ltd. (“Shanghai Luoliang”) and 
Shanghai Four Seasons Education Investment Management Co., Ltd. (“Four Seasons Investment”) and their subsidiaries. 
 
 
 
For the Year Ended February 28, 2022
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Revenue
   
—  
   
17,171      
—      
250,223      
(17,171 )    
250,223  
Cost of revenue
   
—  
   
—      
—      
(149,615 )    
—      
(149,615 )
Operating expenses
   
(4,373 )    
(13,289 )    
(2,104 )    
(164,227 )    
17,171      
(166,822 )
Operating (loss) income
   
(4,373 )    
3,882      
(2,104 )    
(63,619 )    
—      
(66,214 )
Subsidy income
   
—  
   
63      
—      
2,235      
—      
2,298  
Interest income, net
   
—  
   
1,743      
191      
1,296      
—      
3,230  
Realized gain in investments
   
1,749  
   
—      
—      
—      
—      
1,749  
Unrealized holding loss in investments
   
(2,855 )    
—      
—      
—      
—      
(2,855 )
Other (expenses) income, net
   
376  
   
(1,138 )    
4      
(1,637 )    
—      
(2,395 )
Gain from disposal of liabilities and a 
subsidiary
   
—  
   
—      
—      
4,048      
—      
4,048  
Loss from investments in subsidiaries, VIEs 
and VIEs’ subsidiaries
   
(73,487 )    
—      
—      
—      
73,487      
—  
(Loss) Income before income taxes and loss 
from equity method investments
   
(78,590 )    
4,550      
(1,909 )    
(57,677 )    
73,487      
(60,139 )
Income tax (expense) benefit
   
—  
   
(422 )    
—      
(21,421 )    
—      
(21,843 )
Loss from equity method investment
   
(34,872 )    
—      
—      
(1,878 )    
—      
(36,750 )
Net (loss) income
   
(113,462 )    
4,128      
(1,909 )    
(80,976 )    
73,487      
(118,732 )
Less: Net loss attributable to noncontrolling 
interest
   
—  
   
—      
—      
(5,270 )    
—      
(5,270 )
Net (loss) income attributable to Four

 Seasons Education (Cayman) Inc.
   
(113,462 )    
4,128      
(1,909 )    
(75,706 )    
73,487      
(113,462 )
 
 
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Table of Contents
 
 
 
 
For the Year Ended February 28, 2023
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Revenue
   
—  
   
502      
884      
33,381      
(551 )    
34,216  
Cost of revenue
   
—  
   
—      
(1,309 )    
(19,164 )    
551      
(19,922 )
Operating expenses
   
(11,766 )    
(8,154 )    
(3,134 )    
(26,905 )    
—      
(49,959 )
Operating (loss) income
   
(11,766 )    
(7,652 )    
(3,559 )    
(12,688 )    
—      
(35,665 )
Subsidy income
   
—  
   
16      
7      
1,389      
—      
1,412  
Interest income, net
   
837  
   
575      
60      
812      
—      
2,284  
Realized gain in investments
   
1,867  
   
—      
—      
—      
—      
1,867  
Unrealized holding loss in investments
   
(3,794 )    
—      
—      
—      
—      
(3,794 )
Other (expenses) income, net
   
(618 )    
2,246      
19      
(246 )    
—      
1,401  
Loss from investments in subsidiaries, VIEs 
and VIEs’ subsidiaries
   
(16,192 )    
—      
—      
—      
16,192      
—  
(Loss) Income before income taxes and loss 
from equity method investments
   
(29,666 )    
(4,815 )    
(3,473 )    
(10,733 )    
16,192      
(32,495 )
Income tax expense
   
—  
   
(648 )    
(1 )    
(344 )    
—      
(993 )
Loss from equity method investment
   
—  
   
—      
—      
—      
—      
—  
Net (loss) income
   
(29,666 )    
(5,463 )    
(3,474 )    
(11,077 )    
16,192      
(33,488 )
Less: Net loss attributable to noncontrolling 
interest
   
—  
   
—      
—      
(3,822 )    
—      
(3,822 )
Net (loss) income attributable to Four 
Seasons Education (Cayman) Inc.
   
(29,666 )    
(5,463 )    
(3,474 )    
(7,255 )    
16,192      
(29,666 )
 
 
 
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Table of Contents
 
 
 
 
 
For the Year Ended February 29, 2024
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Revenue
   
—  
   
3,516      
5,002      
124,568      
(7,641 )    
125,445  
Cost of revenue
   
—  
   
—      
(4,083 )    
(79,378 )    
3,510      
(79,951 )
Operating expenses
   
(6,085 )    
(5,085 )    
(6,600 )    
(42,254 )    
5,260      
(54,764 )
Operating (loss) income
   
(6,085 )    
(1,569 )    
(5,681 )    
2,936      
1,129      
(9,270 )
Subsidy income
   
—  
   
4      
610      
114      
—      
728  
Interest income, net
   
6,518  
   
455      
10      
252      
—      
7,235  
Realized gain in investments
   
3,207  
   
—      
—      
—      
—      
3,207  
Unrealized holding gain in investments
   
3,910  
   
—      
—      
—      
—      
3,910  
Other income (expenses), net
   
8  
   
306      
(75 )    
(1,673 )    
—      
(1,434 )
Impairment loss on long-term investments
   
—  
   
—      
—      
(500 )    
—      
(500 )
Loss from investments in subsidiaries, VIEs 
and VIEs’ subsidiaries
   
(2,597 )    
—      
—      
—      
2,597      
—  
Income (loss) before income taxes and loss 
from equity method investments
   
4,961  
   
(804 )    
(5,136 )    
1,129      
3,726      
3,876  
Income tax expense
   
—  
   
—      
(412 )    
(689 )    
—      
(1,101 )
Net income (loss)
   
4,961  
   
(804 )    
(5,548 )    
440      
3,726      
2,775  
Less: Net loss attributable to noncontrolling 
interest
   
—  
   
—      
—      
(2,186 )    
—      
(2,186 )
Net income (loss) attributable to Four 
Seasons Education (Cayman) Inc.
   
4,961  
   
(804 )    
(5,548 )    
2,626      
3,726      
4,961  
 
 
(1)
The eliminations are mainly related to the service fees charged by our WFOE to the VIEs, and other subsidiaries to the VIEs.
(2)
The eliminations are mainly related to the investment gain (loss) picked up from our subsidiaries and the VIEs.
 The following tables present the summary balance sheet data for the VIEs and other entities as of the dates presented.
 
 
26
 
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Table of Contents
 
 
 
 
As of February 28, 2023
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Current assets
 
     
     
     
     
     
   
Cash and cash equivalents
   
65,987  
   
28,138  
   
41,670      
39,901      
—      
175,696  
Short-term investments
   
—  
   
24,332  
   
—      
—      
—      
24,332  
Short-term investments under fair value
   
156,639  
   
—  
   
—      
—      
—      
156,639  
Long-term investments under fair value - 
current
   
135,201  
   
—  
   
—      
—      
—      
135,201  
Amounts due from Four Seasons Group 
Companies
   
3  
   
39,701  
   
42,700      
—      
(82,404 )    
—  
Other current assets
   
970  
   
2,978  
   
891      
14,481      
—      
19,320  
Total current assets
   
358,800  
   
95,149  
   
85,261      
54,382      
(82,404 )    
511,188  
Non-current assets
 
     
     
     
     
     
   
Restricted cash
   
—  
   
—  
   
—      
1,362      
—      
1,362  
Investments in subsidiaries and 
consolidated VIEs
   
122,352  
   
300  
   
41,700      
—      
(164,352 )    
—  
Long-term investments, net
   
—  
   
27,000  
   
—      
500      
—      
27,500  
Other non-current assets
   
13,583  
   
1,251  
   
442      
45,714      
—      
60,990  
Total non-current assets
   
135,935  
   
28,551  
   
42,142      
47,576      
(164,352 )    
89,852  
Total assets
   
494,735  
   
123,700  
   
127,403      
101,958      
(246,756 )    
601,040  
Accrued expenses and other current 
liabilities
   
2,314  
   
377  
   
842      
56,009      
—      
59,542  
Amounts due to Four Seasons group 
companies
   
34,689  
   
11,985  
   
5,877      
29,853      
(82,404 )    
—  
Other liabilities
   
—  
   
3,566  
   
442      
25,600      
—      
29,608  
Total liabilities
   
37,003  
   
15,928  
   
7,161      
111,462      
(82,404 )    
89,150  
Total equity (deficit)
   
457,732  
   
107,772  
   
120,242      
(9,504 )    
(164,352 )    
511,890  
 
 
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As of February 29, 2024
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Current assets
 
     
     
     
     
     
   
Cash and cash equivalents
   
73,528  
   
26,778  
   
22,778      
57,114    
—      
180,198  
Short-term investments
 
—      
18,929  
 
—    
—    
—      
18,929  
Short-term investments under fair value
   
82,791  
 
—    
—    
—    
—      
82,791  
Long-term investments under fair value - 
current
   
14,122  
 
—    
—    
—    
—      
14,122  
Amounts due from Four Seasons Group 
Companies
   
4  
   
36,927  
   
40,035    
—      
(76,966 )  
—  
Other current assets
   
1,334  
   
2,283  
   
6,896      
16,026    
—      
26,539  
Total current assets
   
171,779  
   
84,917  
   
69,709      
73,140      
(76,966 )    
322,579  
Non - current assets
 
     
     
     
     
     
   
Restricted cash
   
121,472  
 
—    
—      
576    
—      
122,048  
Investments in subsidiaries and 
consolidated VIEs
   
124,990  
   
300  
   
70,700      
25,000      
(220,990 )  
—  
Long-term investments, net
 
—      
36,000  
 
—      
—    
—      
36,000  
Long-term investment under fair value
   
94,817  
 
—    
—    
—    
—      
94,817  
Other non-current assets
   
—  
   
463  
   
80,130      
18,123    
—      
98,716  
Total non-current assets
   
341,279  
   
36,763  
   
150,830      
43,699      
(220,990 )    
351,581  
Total assets
   
513,058  
   
121,680  
   
220,539      
116,839      
(297,956 )    
674,160  
Accrued expenses and other current 
liabilities
   
1,446  
   
360  
   
5,015      
59,219      
—      
66,040  
Amounts due to Four Seasons group 
companies
   
35,322  
   
11,556  
   
3,876      
26,212      
(76,966 )  
—  
Long-term borrowings
 
—    
—      
40,000    
—      
—      
40,000  
Other liabilities
   
1,287  
   
2,798  
   
838      
37,053      
—      
41,976  
Total liabilities
   
38,055  
   
14,714  
   
49,729      
122,484      
(76,966 )    
148,016  
Total equity (deficit)
   
475,003  
   
106,966  
   
170,810      
(5,645 )    
(220,990 )    
526,144  
 
 
(1)
The eliminations are mainly related to the unpaid balance of service fees between our WFOE and the VIEs, as well as other interest-free 
advances from/to the VIEs.
(2)
The eliminations are mainly related to the investments in subsidiaries and the VIEs.
 
 
 
For the Year Ended February 28, 2022
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Net cash used in by operating activities
   
(2,826 )    
(17,884 )    
(214 )    
(70,397 )    
—      
(91,321 )
Net cash provided by (used in) investing 
activities
   
97,136  
   
(62,736 )    
(46,918 )    
(2,294 )    
19,109      
4,297  
Net cash (used in) provided by financing 
activities
   
(27,795 )    
—  
   
—      
21,349      
(19,109 )    
(25,555 )
Effect of exchange rate changes
   
(3,932 )    
—  
   
—      
—      
—      
(3,932 )
Net increase (decrease) in cash, cash 
equivalents
 and restricted cash
   
62,583  
   
(80,620 )    
(47,132 )    
(51,342 )    
—      
(116,511 )
Cash and cash equivalents and restricted cash 
at beginning of the year
   
116,503  
   
100,086  
   
55,573      
117,051      
—      
389,213  
Cash and cash equivalents and restricted 
cash at end of the year
   
179,086  
   
19,466  
   
8,441      
65,709      
—      
272,702  
 
 
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For the Year Ended February 28, 2023
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Net cash provided by (used in) operating 
activities
   
16,945  
   
12,005  
   
19,484      
(73,927 )    
—      
(25,493 )
Net cash (used in) provided by investing 
activities
   
(157,194 )    
(3,333 )    
13,745      
4,841      
45,239      
(96,702 )
Net cash (used in) provided by financing 
activities
   
(239 )    
—  
   
—      
44,640      
(45,239 )    
(838 )
Effect of exchange rate changes
   
27,389  
   
—  
   
—      
—      
—      
27,389  
Net (decrease) increase in cash, cash 
equivalents and restricted cash
   
(113,099 )    
8,672  
   
33,229      
(24,446 )    
—      
(95,644 )
Cash and cash equivalents and restricted cash 
at beginning of the year
   
179,086  
   
19,466  
   
8,441      
65,709      
—      
272,702  
Cash and cash equivalents and restricted 
cash at end of the year
   
65,987  
   
28,138  
   
41,670      
41,263      
—      
177,058  
 
 
 
For the Year Ended February 29, 2024
 
 
 
 
   
 
   
Other
   
 
     
     
 
 
 
Four Seasons
   
WFOE
   
Subsidiaries
   
VIEs
   
Eliminations
   
Consolidated
 
 
(RMB in thousands)
 
Net cash provided by (used in) operating 
activities
   
931  
   
(144 )    
(4,122 )    
19,891    
—      
16,556  
Net cash provided by (used in) investing 
activities
   
131,070  
   
(1,216 )    
(53,716 )    
(2,270 )    
(2,387 )    
71,481  
Net cash provided by (used in) financing 
activities
   
1,129  
   
—  
   
38,946      
(1,194 )    
2,387      
41,268  
Effect of exchange rate changes
   
(4,117 )    
—  
 
—    
—    
—      
(4,117 )
Net increase (decrease) in cash, cash 
equivalents and restricted cash
   
129,013  
   
(1,360 )    
(18,892 )    
16,427    
—      
125,188  
Cash and cash equivalents and restricted cash 
at beginning of the year
   
65,987  
   
28,138  
   
41,670      
41,263    
—      
177,058  
Cash and cash equivalents and restricted 
cash at end of the year
   
195,000  
   
26,778  
   
22,778      
57,690    
—      
302,246  
 
 
(1)
The eliminations are mainly related to (i) working capital from Four Seasons to its subsidiaries and the VIEs; (ii) working capital from WFOE 
to subsidiaries and the VIEs and the working capital repayment from subsidiaries and the VIEs to WFOE.
 
Enforceability of Civil Liability 
We are an exempted company incorporated in the Cayman Islands and all of our assets are located outside of the United States. All of our current 
operations are conducted in the PRC. In addition, all of our current directors and officers, namely Peiqing Tian, Yi Zuo, Shaoqing Jiang, Zongwei Li and 
Bing Yuan, reside within mainland China and Hong Kong and all of their assets are located outside the United States. As a result, it may be difficult or 
impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been 
infringed under the U.S. federal securities laws or otherwise. Even if you are 
 
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successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment against our 
assets or the assets of our directors and officers. 
There is no statutory recognition in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman 
Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), however, the courts of the Cayman Islands will, at 
common law, recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without any re-examination of the merits of the 
underlying dispute based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the 
liquidated sum for which such judgment has been given, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on 
the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final and conclusive, (d) is not in respect of taxes, a 
fine or a penalty, (e) is not inconsistent with a Cayman Islands judgment in respect of the same matter, and (f) is not impeachable on the grounds of fraud 
and was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. 
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal 
securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in 
nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from 
U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being 
brought elsewhere
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and 
enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country 
where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the 
United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, 
the PRC courts will not enforce a foreign judgment against us or our director and officers if they decide that the judgment violates the basic principles of 
PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment 
rendered by a court in the United States.
There is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or 
our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) 
entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state 
in the United States.
A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by 
bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the 
foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to 
a foreign government taxing authority or a fine or other penalty) and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment 
may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed 
to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not 
jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.
Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the 
enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely 
upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.
A.	 [Reserved]
 
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B.	
Capitalization and Indebtedness
Not applicable.
C.	
Reasons for the Offer and Use of Proceeds
Not applicable.
D.	 Risk Factors
Investing in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an 
investment in our ADSs. Below please find the principal risks we face, organized under relevant headings. In the event that PRC regulations become 
applicable to companies in Hong Kong, the legal and operational risks associated with operating in China, as discussed in “Item 3. Key Information — D. 
Risk Factors — Risks Relating to Our Business and Industry,” may also apply to our operations in Hong Kong.
Risks Related to Our Business
 
If we are not able to develop new types of learning products, services or activities under the recent regulatory policies in China to successfully attract 
prospective learners and customers in a timely or cost-effective manner or to continue to attract learners and customers to purchase our existing 
products or services, our business, results of operations and prospects will continue to be materially and adversely affected.
The success of our business in the future depends primarily on our ability to develop new types of learning products, services or activities to meet 
market needs while in compliance with the then effective regulatory policies in China. This will depend on several factors, including our ability to respond 
to changes in regulatory policies, market trends and demands, effectively market our services or solutions to a broader base of prospective learners and 
customers, develop additional high-quality learning content and technology solutions, provide consistent and high customer experience and respond 
effectively to competitive pressures. If we are unable to successfully attract prospective learners and customers with new types of learning products or 
services in a timely or cost-effective manner or if we are not able to continue to attract learners and customers to purchase our existing products or services 
and to increase the spending, there is no guarantee that our revenues may resume or maintain growth in the future, which may have a material adverse 
effect on our business, financial condition and results of operations.
We also engage in new initiatives from time to time to expand our offerings or market reach. For instance, we strive to establish new study camps 
across China to offer more enrichment activities to group and individual learners of all age. We may devote significant resources to our new initiatives, but 
fail to achieve expected results from such new initiatives. However, some of those new initiatives may be easily replicable by our competitors in a short 
timeframe, which may render our efforts less valuable. In addition, if such new initiatives are not well accepted by market, the reputation of our other 
offerings and our overall brand and reputation may be harmed. As a result, our overall business and results of operations may be materially and adversely 
affected. In addition, some of these new initiatives have not generated significant or any profit to date. We have limited experience responding quickly to 
changes and competing successfully for certain of these new areas. In addition, newer offerings may require more financial and managerial resources than 
available. Furthermore, there is limited operating history on which you can base your evaluation of the business and prospects of these relatively more 
recent offerings. 
We are required to obtain various operating licenses and permits and to make registrations and filings for our business operations in China; failure to 
comply with these requirements may materially adversely affect our business and results of operations.
Under PRC laws and regulations, schools are required to obtain a number of licenses, permits and approvals from, and make filings or complete 
registrations with, relevant government authorities in order to provide tutoring services. 
 
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As part of the efforts to fully comply with the Opinion and applicable rules, regulations and measures, we ceased offering the K-9 Academic AST 
Services in PRC at the end of 2021, spun off some of the subsidiaries engaged in K-9 Academic AST Services and stopped to renew our Permits for 
Operating Private School. For the non-academic tutoring services, the Opinion requires that local governmental authorities shall clarify the competent 
authorities for administering the non-academic after-school tutoring institutions, by classifying sports, culture and art, science and technology and other 
non-academic subjects, formulate standards among different classification of non-academic tutoring and conduct strict examination before granting 
permission. As of the date of this annual report, certain local governmental authorities have promulgated rules that require non-academic tutoring service 
providers in areas such as art, music, physics, among others, to obtain Permits for Operating Private School. We have obtained the Permits for Operating 
Private School as required, or are otherwise in the process of applying for such operation permits in accordance with the local rules and policies. 
According to the General Office of the State Council promulgated the Opinions on Further Promotion of Tourism Investment and Consumption, 
which became effective on August 4, 2015, research and academic study travel shall be included into the category of comprehensive competence-oriented 
education of students. In addition, the PRC Tourism Law, the Travel Agency Regulations and the Implementing Rules of Travel Agency Regulations 
requires that a travel agency must obtain a license from the national tourism administration or the provincial-level tourism administration it authorizes to 
conduct outbound travel business, and a license from the provincial-level tourism administration or the municipal tourism administration it authorizes to 
conduct domestic and inbound travel agency business. If we fail to renew the corresponding travel agency business license and engage in domestic tourism, 
inbound tourism, or outbound tourism, we might be ordered to make corrections by the tourism administrative department or the industrial and commercial 
administrative department, confiscation of illegal gains and implosion of fine. 
Furthermore, we offer certain video recordings accompanying our math textbooks for the course 'Math point to point' to our textbook users through 
our online website. If relevant government authorities deem that our online provision of video recordings constitutes “online publishing service,” we may 
be required to obtain an Online Publishing License. However, there is uncertainty regarding what activity constitutes online publishing service that is 
subject to such licensing requirements. See “Item 4. Information on the Company — B. Business Overview — Regulation —Regulations on Publishing 
and Distribution of Publications” for more information.
Based on the advice of our PRC counsel, Fangda Partners, we believe our PRC subsidiaries and the VIEs have obtained all of the material licenses 
and permits from the PRC government authorities that are necessary for our principal business operation and our Cayman holding company does not need 
to obtain any licenses or permits from the PRC government authorities as it has no business operation in PRC. If the government authorities determine that 
our quality education and tutoring, research and academic study travel, learning technology, content solutions or online provision of video recordings 
related business fall within the scope of business operations that require additional licenses or other licenses or permits, including without limitation the 
licenses and permits mentioned above, we may not be able to obtain such licenses or permits on reasonable terms or in a timely manner or at all. Moreover, 
we may fail to maintain, renew or update any of our existing licenses, permits, approvals, registrations or filings in a timely manner and on commercially 
reasonable terms, or at all, which could materially and adversely affect our business, results of operations and financial condition. Besides, we may develop 
new business lines or make changes to the operations of certain of the current business of our PRC subsidiaries or the VIEs, which may require us to obtain 
additional licenses, approvals, permits, registrations and filings. However, there can be no assurance that we are, or will be, able to successfully obtain such 
licenses, approvals, permits, registrations and filings in a timely manner, or at all. Government authorities may also from time to time issue new laws, rules 
and regulations or enhance enforcement of existing laws, rules and regulations, which could also require us to obtain new and additional licenses, permits, 
approvals, registrations or filings. If we fail to obtain and maintain such required licenses and permit, as well as required registrations and filings, we may 
be subject to fines, legal sanctions or an order to suspend our online education services and our business, financial condition and operational results may be 
materially and adversely affected.
Some of our schools are restricted in their ability to distribute profits to their sponsors. The service arrangements between Shanghai Fuxi and our 
private schools may be regarded as circumventing this restriction. 
According to the Private Education Law, prior to its amendment on November 7, 2016, the sponsor of a private school may elect to require 
reasonable returns. A sponsor that requires reasonable returns can receive dividends after deducting relevant payments to statutory reserves, and a sponsor 
that does not require reasonable 
 
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returns cannot receive dividends from the private school. The amended law abolished such distinction. According to the amended Private Education Law, 
private schools can be established as non-profit or for-profit entities. Sponsors of for-profit schools may obtain operating profits, while sponsors of non-
profit schools may not. Existing private schools must re-register as either non-profit school or for-profit schools. However, the amended Private Education 
Law remains silent on the specific measures for the re-registration process, which, according to the amended law, will be regulated by the corresponding 
laws and regulations promulgated by local authorities. As of the date of this annual report, some local regulations have promulgated regulations requiring 
non-academic after-school tutoring institutions to complete such registration within a certain period of time, otherwise they will face penalties such as 
refunding fees and suspending operations.
Currently we have one school that has entered into service agreements with Shanghai Fuxi. The sponsor of this school has not elected to require 
reasonable returns. According to the relevant service agreements between this schools and Shanghai Fuxi, a significant portion of any profits earned by this 
school will be paid to Shanghai Fuxi as service fees. As advised by Fangda Partners, our PRC counsel, our right to receive the service fees from our 
schools under our contractual arrangements should not be regarded as the distribution of returns, dividends or profits to the sponsors of our schools under 
the PRC laws and regulations, and therefore does not contravene any PRC laws and regulations. However, if the relevant PRC government authorities take 
a different view, for example, if the local authorities view some of these schools as non-profit schools and such service fees as “operating profits” taken by 
the sponsors, the authorities may find these private schools and their respective sponsors in violation of PRC laws and regulations. The authorities may 
seek to confiscate any or all of the service fees that have been paid by these schools to Shanghai Fuxi, or even revoke the educational permits of these 
schools, which may materially and adversely affect our business and financial results.
Failure to successfully design and execute our growth strategies may materially and adversely affect our business and prospects.
It is paramount that we properly design our growth strategies amidst the current regulatory policies and competitive environment. Our current 
growth strategies include continuing to enhance services with better experience and wider offerings, enhancing technology and content solution business, 
and further investment to strengthen our fundamental capabilities. We may not succeed in executing our growth strategies due to a number of factors, 
including, without limitation, the following:
•
we may fail to promote our current business in existing markets or identify, or market our current business in new markets with sufficient 
growth potential;
•
we may fail to obtain the material requisite licenses and permits necessary to our principial business operation at our desired locations from 
local authorities or face risks in opening without the requisite licenses and permits;
•
we may not be able to further expand our existing content library or learning technology and content solutions;
•
we may not be able to retain core talents that are critical to our business;
•
we may fail to maintain our competitive advantages in the market;
•
we may not be able to expand the scale of our current business in a cost-effective and timely manner;
•
we may not be able to replicate our successful growth model in Shanghai in other geographic markets; and
•
we may not be able to successfully identify new business opportunities, if any, or successfully cooperate with our local business partners or 
integrate acquired businesses with our current service offerings and achieve anticipated synergies.
If we fail to successfully execute our growth strategies, we may not be able to maintain our growth rate and our business and prospects may be 
materially and adversely affected as a result.
 
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We may not be able to continue to recruit, train and retain qualified faculty members, who are critical to the success of our business and effective 
delivery of our services and products.
Our faculty is critical to maintaining the quality of our services and products and our brand and reputation. Our ability to continue to attract teachers 
with the necessary experience and qualifications is therefore a significant contributing factor to the success of our operations. There are a limited number of 
teachers with the experience, expertise and qualifications to meet our requirements. Further, the Measures for Punishment for Violation of Professional 
Ethics of Elementary and Secondary School Teachers, promulgated by the PRC Ministry of Education in 2014 and revised in 2018, prohibits teachers at 
elementary and secondary schools from providing paid tutoring in schools or in out-of-school learning centers. Some provinces and cities have also 
adopted rules which prohibit public school teachers from teaching on a part-time basis at private schools or learning centers. As a result, we currently 
employ most of our teachers on a full-time basis. Therefore, to recruit qualified and experienced teachers, including those with public school experience, 
we must provide candidates with competitive compensation packages and particularly, offer attractive career development opportunities to compete with 
the perceived security of a public school teaching job. In addition, we must also provide continued training to our teachers to ensure that they stay abreast 
of changes in learner demands and other key trends necessary to teach effectively. Although we have not experienced major difficulties in recruiting, 
training or retaining qualified teachers in the past, we may not always be able to recruit, train and retain enough qualified teachers in the future to keep pace 
with our business development while maintaining consistently high teaching quality in the different markets we serve. In addition, PRC laws and 
regulations require teachers to have requisite licenses and qualifications if they teach academic or non-academic subjects. However, we cannot assure you 
that our teachers can all apply for and obtain the teaching licenses and relevant qualifications in a timely manner or at all due to various reasons, such as the 
time gap between the recruitment and the newly-recruited teachers taking the exam and ultimately obtaining the teacher license or relevant qualifications, 
and the cancellation and delay of teacher license examinations and other qualifications examinations in recent years due to COVID-19. If some of our 
teachers, due to various reasons, are unable to apply for and obtain the requisite teaching licenses or relevant qualifications on a timely basis, or at all, we 
may be required to rectify such non-compliance and may not be able to continue to retain such teachers. A shortage of qualified teachers or a decline in the 
quality of our teachers’ performance, whether actual or perceived, or a significant increase in compensation we must pay to retain qualified teachers, would 
have a material adverse effect on our business, financial condition and results of operations. 
We may not be able to improve our current business to meet the demand of learners, customers and educational institutions on a timely basis and in a 
cost-effective manner. If the level of satisfaction of our learners, customers and educational institutions with our services declines, they may decide to 
withdraw from our programs and request refunds and our business, financial condition, results of operations and reputation would be adversely 
affected.
We constantly update and improve our learning services as well as learning technology and content solutions to meet market demand for learners, 
customers and educational institutions. Since we launched certain of our current business relatively recently, such as tourism services, we cannot assure you 
that such business will turn out to be successful in the long term.  
We have been improving and will continue to improve our service quality and content quality of our current business to better serve the interests of 
our existing learners, customers and educational institutions. However, improvements of service and content quality and upgrades of our services and 
solutions may involve significant costs and we cannot guarantee that the improved services or solutions will meet the demand of learners, customers and 
educational institutions more precisely, or at all. Launching new business may also require us to invest in learning content and technology development, 
train new teachers or re-train existing ones, increase marketing efforts and re-allocate resources away from other uses. We may have limited experience 
with the new business we launched, and may need to modify our systems and strategies. If we are not able to continue to improve our current business or 
not able to do so in a cost-effective manner to meet their demand, our results of operations and financial performance may suffer as a result. 
The success of our business largely depends on our ability to deliver a satisfactory learning experience. For instance, our non-academic tutoring 
programs may fail to arouse or maintain a learner’s interests in the subject, fail to improve a learner’s capacity and a learner may perform below 
expectations even after using our services, or fail 
 
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to continually update and enhance our learning materials and teaching methods to accommodate the ever-changing admission and assessment processes. A 
learner’s learning experience may also suffer if his or her interaction with our teachers does not meet expectations. If a significant number of learners fail to 
become interested in the subject or fail to improve their capabilities after using our services or if they are not satisfied with our service or their learning 
experiences, they may decide not to purchase our services or solutions again, and our business, financial condition, results of operations and reputation 
would be adversely affected.
If we are not able to continue to innovate our technology, our business, financial condition, operating results and prospects could be harmed.
We rely on innovative technology to fuel our growth. For instance, our Intellectual Math Lab is empowered by our self-developed intelligent class 
content development system as well as AI-driven teaching methodologies such as speech recognition of mathematical formula, complicated integrated 
math questions and automatic tracking and assessment report. We also provide learning technology and content solutions premised on our core technology 
capabilities empowering private learning institutions in China. Therefore, if we cannot continue to innovate our technology, we may not be able to continue 
to develop our business or empower other industry players, which may harm our business, financial condition, operating results and prospects. 
Any damage to our brand or the reputation of any of our learning centers or study camps may adversely affect our overall business, prospects, results 
of operations and financial condition. 
We believe that market awareness of our “Four Seasons Education” brand and our solid reputation in the industry have contributed significantly to 
the success of our business, and that maintaining and enhancing our brand are critical to maintaining our competitive advantage. Our brand and reputation 
could be adversely affected under many circumstances, including the following:
•
our learners and customers are not satisfied with our programs and related services;
•
we fail to properly manage accidents or other events that injure our learners and customers;
•
our faculty or staff behave or are perceived to behave inappropriately or illegally;
•
our faculty or staff fail to appropriately supervise learners and customers under their care;
•
we fail to conduct proper background checks on our faculty or staff;
•
we lose a license, permit or other authorization to operate a learning center or study camp;
•
we do not maintain consistent learning service and product quality;
•
our facilities do not meet the standards expected by learners and customers; and
•
learning center or study camp operators with lower quality abuse our brand name or those with brand names similar to ours by conducting 
fraudulent activities and creating confusion among learners and customers.
The likelihood that any of the foregoing may occur increases as we continue our business development. These events could influence the perception 
of our offerings not only by our learners and customers, but also by other constituencies in the industry and the general public. Moreover, an event that 
directly damages the reputation of one of our learning centers or study camps could adversely affect the reputation and operations of our other facilities. As 
we mainly rely on word-of-mouth referrals to attract prospective learners and customers, if our brand name or reputation deteriorates, our overall business, 
prospects, results of operations and financial condition could be materially and adversely affected. 
General declines or disruptions in the travel industry may materially and adversely affect our business and results of operations.
Our business is significantly affected by the trends that occur in the travel industry in China and globally, including the accommodation reservation, 
transportation ticketing, and packaged-tour and in-destination activity sectors. As the travel industry is highly sensitive to personal discretionary spending 
levels, it tends to decline during general economic downturns. Other trends or events that tend to reduce travel and are likely to reduce our revenues 
include.
 
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•
actual or threatened war or terrorist activities;
•
increasing prices in the hotel, transportation ticketing, or other travel-related sectors;
•
increasing occurrence of travel-related accidents;
•
political unrest, civil strife, or other geopolitical uncertainty;
•
natural disasters or poor weather conditions, such as hurricanes, earthquakes, or tsunamis, as well as the physical effects of climate change, 
which may include more frequent or severe storms, flooding, rising sea levels, water shortage, droughts, and wildfires; and
•
any travel restrictions in China or elsewhere in the world.
We could be severely and adversely affected by declines or disruptions in the travel industry and, in many cases, have little or no control over the 
occurrence of such events. Such events could result in a decrease in demand for our travel and travel-related products and services. This decrease in 
demand, depending on the scope and duration, could adversely affect our business and financial performance over the short and long term.
Our historical financial and operating results, growth rates and profitability may not be indicative of future performance.
Our revenue decreased from RMB250.2 million in the 2022 fiscal year to RMB34.2 million in the 2023 fiscal year, and increased to RMB125.4 
million (US$17.4 million) in the 2024 fiscal year. We recorded net loss of RMB118.7 million in the 2022 fiscal year, RMB33.5 million in the 2023 fiscal 
year, and net income of RMB2.8 million (US$0.4 million) in fiscal year 2024. Any evaluation of our business and our prospects must be considered in light 
of the risks and uncertainties encountered by companies at our stage of development, especially considering the recent change of regulatory policies on 
after-school tutoring services market. In addition, our past results may not be indicative of future performance because of the cessation of K-9 Academic 
AST Services in the mainland of China by the end of December 2021 as well as any new businesses developed or acquired by us. Substantial uncertainties 
exist with respect to the profitability and cash generating capability of such new businesses. Furthermore, our results of operations may vary from period to 
period in response to a variety of other factors beyond our control, including general economic conditions and regulations or government actions pertaining 
to the private education service industry in the PRC, changes in spending on private education, our ability to control cost of revenue and operating 
expenses, and non-recurring charges incurred in connection with acquisitions or other extraordinary transactions or under unexpected circumstances. Due 
to the above factors, we believe that our historical financial and operating results, growth rates and profitability may not be indicative of our future 
performance and you should not rely on our past results or our historic growth rates as indications of our future performance. Furthermore, our net income 
margins may decline or we may incur additional net losses in the future and may not be able to maintain profitability on a quarterly or annual basis.
We face significant competition, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely affected.
The learning services, tourism services and learning technology and content solutions market in the PRC is rapidly evolving, highly fragmented and 
competitive, and we expect competition to persist and potentially intensify. We face competition in each type of service or products we offer and in each 
geographic market in which we operate. Our competitors include providers of learning and travel services, learning technology and content solutions.
Our learner enrollment and sales of products or solutions may decrease due to this competition. Some of our competitors may have more resources 
than we do, and may be able to devote greater resources than we can to the development, promotion and sale of their solutions, programs, services and 
products and respond more quickly than we can to changes in learner needs, market trends or new technologies. We will also face increased competition as 
we expand our operations. We cannot assure you that we will be able to compete successfully against current or future competitors. If we are unable to 
maintain our competitive position or otherwise respond to competitive pressure effectively, we may lose our market share and our profitability may be 
adversely affected. 
Our business could be disrupted if we lose the services of members of our senior management team. 
 
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Our success depends in part on the continued application of skills, efforts and motivation of our officers and senior management team. We may 
experience changes in our senior management in the future for reasons beyond our control. In addition, key management personnel could leave us to join 
our competitors. Losing the services of key members of senior management or experienced personnel may be disruptive to and cause uncertainty for our 
business. We depend upon the services of our senior management team, who collectively have significant experience with our company and within the 
whole industry. If one or more members of our senior management team are unable or unwilling to continue in their present positions for health, family or 
other reasons, we may not be able to replace them easily, or at all. Our inability to attract and retain qualified senior management members and teaching 
staff in a timely manner could materially and adversely affect our business, prospects, results of operations and financial condition. 
If we fail to integrate or negotiate successfully any future acquisitions, our business and operating results could be materially and adversely affected.
We have acquired additional other businesses and may continue to do so in the future. If we are unable to successfully integrate the acquired 
businesses, our business and operating results may be harmed. We may be unable to identify appropriate acquisition targets. If we do identify an 
appropriate acquisition target, we may not be able to negotiate the terms of the acquisition successfully, finance the acquisition or integrate the acquired 
businesses into our existing business and operations. Furthermore, completing a potential acquisition and integrating an acquired business may strain our 
resources and require significant management time. In addition, the businesses we acquire may be loss making or have existing liabilities or other risks that 
we may not be able to effectively manage or may not be aware of at the time we acquire them, which may impact our ability to realize the expected benefits 
from the acquisition or our financial performance. If we fail to integrate the acquired businesses in a timely manner or at all, we may not be able to achieve 
the anticipated benefits or synergy from the acquired businesses, which may adversely affect our business growth.
Our business is subject to seasonal fluctuations, which may cause our results of operations to fluctuate from term to term, and in turn result in 
volatility in and adversely affect the price of our ADSs.
Our business is subject to fluctuations caused by seasonality or other factors beyond our control, which may cause our operating results to fluctuate 
from quarter to quarter. We have experienced, and expect to continue to experience, seasonal fluctuations in our revenues and results of operations, 
primarily due to seasonal changes in learner and customers’ demand. However, Our business is subject to seasonal fluctuations as our costs and expenses 
vary, and certain costs and expenses significantly during the fiscal year and do not necessarily correspond with the timing of recognition of our revenue. 
Our learners and customers typically pay prior to the commencement of a term, and we recognize revenue from the delivery of services on a straight-line 
basis over the term. Overall, although the historical seasonality of our business has been relatively mild, we expect to continue to experience seasonal 
fluctuations in our results of operations. These fluctuations may result in volatility in and adversely affect the price of our ADSs.
 
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Accidents, injuries or other harm suffered by our learners and customers or other people on our premises may adversely affect our reputation, subject 
us to liability and cause us to incur substantial expenses.
In the event of accidents or injuries or other harm to learners and customers or other people on our premises, including those caused by or otherwise 
arising from the actions or negligence of our employees or contractors on our premises, our facilities may be perceived to be unsafe, which may result in 
decreased learners' enrollment. We could also face claims alleging that we are negligent and provide inadequate supervision to our employees or 
contractors, and therefore be liable for harm caused by them or are otherwise liable for injuries suffered by our learners and customers or other people on 
our premises. Our insurance coverage may not be adequate to fully protect us from claims of all kinds and we cannot guarantee that we will be able to 
obtain sufficient liability insurance in the future on commercially reasonable terms or at all. A liability claim against us or any of our employees or 
independent contractors could adversely affect our reputation and ability to attract and retain learners and customers. Even if unsuccessful, such a claim 
could create unfavorable publicity, cause us to incur substantial expenses and divert the time and attention of our management. 
Misconduct, error and failure to follow laws, regulations and our corporate governance policies by our employees may adversely impact our brand 
image, reputation, business and results of operations, and we may be held liable for these inappropriate activities.
Misconduct, including illegal, fraudulent or collusive activities, unauthorized business conducts and behavior, misuse of corporate authorization, or 
errors by our employees or their failure to perform their duties could subject us to legal liability and negative publicity. Our employees may conduct 
fraudulent activities to bypass our internal systems and to complete shadow transactions and/or transactions outside our official or authorized procedures. 
They may conduct activities in violation of law against unfair competition, which may expose us to unfair competition allegations and risks or conduct 
activities that may damage our reputation, corporate culture or internal working environment. We have experienced such incidents in the past and may 
continue to experience or be subject to incidents of similar nature in the future. We terminated employment with the involved employees for serious 
misconducts and recovered our losses from those employees in certain cases. While we have been strengthening our code of conduct and related internal 
policies, including updating our employees’ code of conduct and anti-bribery policy, we cannot assure you that such incidents will not occur in the future. It 
is not always possible to identify and deter such misconduct, and the precautions we take to detect and prevent these activities may not be effective in 
controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a 
failure to prevent such misconduct. Such misconduct could damage our brand and reputation, which could adversely affect our business and results of 
operations. 
If we fail to protect our intellectual property rights, our brand and business may suffer.
We consider our copyrights, trademarks, trade names and Internet domain names invaluable to our ability to continue to develop and enhance our 
brand recognition. Unauthorized use of our copyrights, trademarks, trade names and domain names may damage our reputation and brand. We have 
registered 25 of our brand names and logos as registered trademarks in the PRC. Our proprietary curricula and course materials satisfying requirements 
specified by PRC copyright law are protected by copyrights. Unauthorized use of any of our intellectual property may adversely affect our business and 
reputation. We rely on a combination of copyright, trademark and trade secrets laws to protect our intellectual property rights. Nevertheless, third parties 
may obtain and use our intellectual property without due authorization. It would not be difficult for third parties to obtain and copy our course materials, 
since they are physically provided to our learners and customers. The practice of intellectual property rights enforcement by the PRC regulatory authorities 
is at an early stage of development and is subject to significant uncertainty. We may also need to resort to litigation and other legal proceedings to enforce 
our intellectual property rights. Any such action, litigation or other legal proceedings could result in substantial costs and diversion of our management’s 
attention and resources and could disrupt our business. In addition, we cannot assure you that we will be able to enforce our intellectual property rights 
effectively or otherwise prevent others from the unauthorized use of our intellectual property. Failure to adequately protect our intellectual property could 
materially and adversely affect our business, financial condition and results of operations.
We may encounter disputes from time to time relating to our use of the intellectual property of third parties or allegations of infringement of the 
intellectual properties of third parties and we may be unable to be authorized to use third-party copyrighted materials.
 
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We cannot assure you that our learning materials, marketing materials, products, programs or other intellectual property developed or used by us do 
not or will not infringe upon valid copyrights or other intellectual property rights held by third parties. We may encounter disputes from time to time over 
rights and obligations concerning intellectual property, and we may not prevail in those disputes. In addition, we are unable to register the trademarks of 
some of our major brand names and logos such as “Four Seasons Education” in Chinese characters. Therefore, there is no assurance that we can continue to 
use such trademarks in the PRC. We may be required to explore the possibility of acquiring trademarks or entering into an exclusive licensing agreement 
with the third party, which will cause us to incur additional costs. Third parties may bring claims against us alleging our infringement of their intellectual 
property rights. Third parties bringing such claims may be able to obtain an injunction to prevent us from delivering our services or using trademarks 
containing the alleged infringing intellectual property. Any such intellectual property infringement claim could result in costly litigation and divert our 
management attention and resources and could damage our reputation. If a PRC court or tribunal holds that we have infringed any trademark belonging to 
others, we may be forced to change our brand names or logos. Our teachers may, against our policies, use third-party copyrighted materials without proper 
authorization in our classes. We may incur liability for unauthorized duplication or distribution of materials posted on our websites or used in our classes. 
We have limited insurance coverage with respect to our business and operations.
We are exposed to various risks associated with our business and operations, and we have limited insurance coverage. See “Item 4. Information on 
the Company — B. Business Overview — Insurance” for more information. We are exposed to risks including, among other things, accidents or injuries in 
our schools, loss of key management and personnel, business interruption, natural disasters, terrorist attacks and social instability or any other events 
beyond our control. The insurance industry in the PRC is still at an early stage of development, and as a result insurance companies in the PRC offer 
limited business related insurance products. We do not have any business disruption insurance, product liability insurance or key-man life insurance. Any 
business disruption, legal proceeding or natural disaster or other events beyond our control could result in substantial costs and diversion of our resources, 
which may materially and adversely affect our business, financial condition and results of operations. 
System disruptions to our websites or computer systems could damage our reputation and limit our ability to retain learners and customers and 
increase learner enrollment. 
The performance and reliability of our websites and computer systems are critical to our reputation and ability to retain learners and customers and 
increase enrollment. Any system error or failure, sudden and significant increases in online traffic or hacking of our systems, could disrupt or slow access 
to our websites. We cannot assure you that we will be able to expand our online infrastructure in a timely and cost-effective manner to meet the increasing 
demands of our learners and customers. In addition, our computer systems store and process important information including class schedules, registration 
information and learner data and could be vulnerable to interruptions or malfunctions due to events beyond our control, such as natural disasters and 
technology failures. We may suffer disruption to our operations if there is a failure of the database system or the backup system. Any disruption to our 
computer systems could therefore have a material adverse effect on our operations and ability to retain learners and customers and increase enrollment. 
We face risks related to natural and other disasters, including outbreaks of health epidemics such as COVID-19, and other extraordinary events, which 
could significantly disrupt our operations. 
The worldwide outbreak of the COVID-19 pandemic has resulted in significant disruptions in the global economy, and affected many aspects of our 
business in the past few years. Our offline business has been significantly affected due to the temporary closure of our schools and learning centers from 
time to time as mandatorily required by the government. Although we have made great efforts to swiftly switch our offline operating model to online 
covering courses of all academic subjects during the temporary closure, we cannot guarantee that our online courses can satisfy all our learners and 
customers or attract new learners and customers, nor be as effective as our offline courses.
In addition, we have taken a series of measures in response to the outbreak to protect our employees, learners and customers and teachers in 
reopened learning centers, including, among others, temporary closure of our offices, remote working arrangements and procurement of masks, hand 
sanitizers and other protective equipment for our employees, which reduced the capacity and efficiency of our operations and increased our operating 
expenses. Our 
 
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business operation could also be disrupted if any of our employees are suspected of having contracted COVID-19, since it could require our employees to 
be quarantined or our offices to be closed down and disinfected. All of these would have a material adverse effect on our results of operations and financial 
condition in the near terms. Additionally, if the outbreak persists or escalates, we may be subject to further negative impact on our business operations or 
financial condition.
Since December 2022, many of the restrictive measures previously adopted by the PRC government at various levels to control the spread of 
COVID-19 have been lifted or replaced with more flexible measures. However, the extent to which COVID-19 may impact our results of operations going 
forward remains uncertain and depends on future development of COVID-19. Consequently, COVID-19 may continue to materially and adversely affect 
our business, financial condition and results of operations in the current and future years.
In addition to the impact of COVID-19, our business could be materially and adversely affected by natural and other disasters, including 
earthquakes, fire, floods, environmental accidents, power loss, communication failures and similar events. Additionally, our business could be materially 
and adversely affected by the outbreak of monkeypox, H7N9 bird flu, H1N1 swine influenza, severe acute respiratory syndrome (SARS), Ebola or another 
health epidemic. While we have not suffered any material loss or experienced any significant increase in costs as a result of any natural and other disaster 
or other extraordinary event, our learner attendance and our business could be materially and adversely affected by any such occurrence in any of the cities 
in which we have major operations.
If we grant employees share options or other equity incentives in the future, our net income could be adversely affected. 
We granted share options to our independent directors, executive officers and employees in the past under our 2015 Share Incentive Plan and 2017 
Share Incentive Plan. We are required to account for share-based compensation in accordance with Financial Accounting Standards Board Accounting 
Standards Codification Topic 718, Compensation—Stock Compensation, which generally requires a company to recognize, as an expense, the fair value of 
share options and other equity incentives to employees based on the fair value of equity awards on the date of the grant, with the compensation expense 
recognized over the period in which the recipient is required to provide service in exchange for the equity award. As of May 31, 2024, holders of our 
outstanding options were entitled to purchase a total of 3,168,440 ordinary shares. As a result, we incurred share-based compensation expense of RMB3.1 
million (US$0.4 million) in the 2024 fiscal year. If we grant more options or other equity incentives in the future, we could incur significant compensation 
charges and our results of operations could be adversely affected. 
 
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If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations 
or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected. 
Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. During the course of 
auditing our consolidated financial statements as of February 29, 2024, we identified one material weakness in our internal control over financial reporting, 
which is we lack sufficient and appropriate review over the financial reporting in accordance with U.S. GAAP. See “Item 15. Controls and Procedures — 
Changes in Internal Control over Financial Reporting.” Following the identification of the material weakness, we have taken measures and plan to continue 
to take measures to improve our internal control over financial reporting. We cannot assure you, however, that these measures may fully address the 
material weakness in our internal control over financial reporting or that we may conclude that it has been fully remedied. Our failure to correct this 
material weakness or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could 
also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, 
financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected. Moreover, 
ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.
Risks Related to Our Corporate Structure 
Our 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.
Our business is subject to extensive regulations in the PRC. The PRC government regulates various aspects of our business and operations, such as 
standards of school establishment and operations, student recruitment activities and tuition levels. The laws and regulations applicable to the after-school 
education sector are subject to frequent change, and new laws and regulations may be adopted, some of which may have a negative effect on our business, 
either retroactively or prospectively.
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 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 and 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. We have been and expect to continue to be dependent on the VIEs to operate our business. See “Item 4. Information on 
the Company — C. Organizational Structure” for more information.
 
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However, as we are a Cayman Islands holding company with no equity ownership in the variable interest entities, investors in our ADSs or the 
ordinary shares thus are not purchasing equity interest in the variable interest entities in China but instead are purchasing equity interest in a Cayman 
Islands holding company. If the PRC government deems that our contractual arrangements with the variable interest entities do not comply with PRC 
regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are 
interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. We may not be able 
to repay the notes and other indebtedness, and our shares may decline in value or become worthless, if we are unable to assert our contractual control rights 
over the assets of the variable interest entities, which contribute to 13.6% of our total assets as of February 29, 2024. Our holding company in the Cayman 
Islands, the variable interest entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect 
the enforceability of the contractual arrangements with the variable interest entities and, consequently, significantly affect the financial performance of the 
variable interest entities and our company as a group.
If our ownership structure and contractual arrangements are found to violate any PRC laws or regulations, or if we are found to be required but 
failed to obtain any of the permits or approvals for our private education business, the relevant PRC regulatory authorities, including the Ministry of 
Education, which regulates the education industry in the PRC, the Ministry of Commerce, which regulates foreign investments in the PRC, the Ministry of 
Civil Affairs, which regulates the registration of schools in the PRC, and the State Administration of Industry and Commerce, which regulates the 
registration and operation of education training companies in the PRC, would have broad discretion in imposing fines or punishments upon us for such 
violations, including:
•
revoking the business and operating licenses of ours and/or the VIEs’;
•
discontinuing or restricting any related-party transactions between us and the VIEs;
•
imposing fines and penalties, or additional requirements for our operations which we, or the VIEs may not be able to comply with;
•
requiring us to restructure the ownership and control structure or our current schools;
•
restricting or prohibiting our use of the proceeds of our initial public offering to finance our business and operations in the PRC, particularly 
the expansion of our business through strategic acquisitions; or
•
restricting the use of financing sources by us or the VIEs or otherwise restricting our or their ability to conduct business.
As of the date of this annual report, similar ownership structure and contractual arrangements have been used by many PRC-based companies listed 
overseas, including a number of education companies listed in the United States. To our knowledge, none of the fines or punishments listed above has been 
imposed on any of these public companies, including companies in the education, learning services and research and academic study travel industry, in 
relation to these types of contractual arrangements. However, we cannot assure you that such fines or punishments will not be imposed on us or any other 
companies in the future. If any of the above fines or punishments is imposed on us, our business, financial condition and results of operations could be 
materially and adversely affected. If any of these penalties results in our inability to direct the activities of VIEs and their after-school training institutions 
and subsidiaries that most significantly impact their economic performance, and/or our failure to receive the economic benefits from VIEs and their after-
school training institutions and subsidiaries, we may not be able to consolidate VIEs and their learning centers and subsidiaries in our financial statements 
in accordance with U.S. GAAP. However, we do not believe that such actions would result in the liquidation or dissolution of our company, our wholly-
owned subsidiaries in the PRC or VIEs and their learning centers or subsidiaries. 
 
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Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the 
viability of our current corporate structure and business operations. 
The “variable interest entity” structure has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in 
the industries that are currently subject to foreign investment restrictions in China. See “Item 3. Key Information — D. Risk Factors —Risks Related to 
Our Corporate Structure” and “Item 4. Information on the Company—C. Organizational Structure.”
On March 15, 2019, the PRC National People’s Congress promulgated the Foreign Investment Law, or the 2019 FIL, which became effective from 
January 1, 2020 and replaced the trio of existing laws regulating foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC 
Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations.
Pursuant to the 2019 FIL, “foreign investments” refer to investment activities conducted by foreign investors directly or “indirectly” in the PRC, 
which include any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other 
investors, (ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) 
foreign investors investing in new projects in the PRC solely or jointly with other investors, and (iv) investment in other methods as specified in laws, 
administrative regulations, or as stipulated by the State Council. Although the 2019 FIL does not introduce the concept of “control” in determining whether 
a company should be considered as a foreign-invested enterprise, nor does it provide the “variable interest entity” structure as a method of foreign 
investment, as relevant government authorities may promulgate more laws, regulations or rules on the interpretation and implementation of the 2019 FIL, 
the possibility can’t be ruled out that the concept of “control” as stated in the 2015 Draft FIL may be embodied in, or the “variable interest entity” structure 
adopted by us may be deemed as a method of foreign investment by, any of such future laws, regulations and rules. If our consolidated “variable interest 
entity” were deemed as a foreign-invested enterprise under any of such future laws, regulations and rules, and any of the businesses that we operate would 
be in any “negative list” for foreign investment and therefore be subject to any foreign investment restrictions or prohibitions, further actions required to be 
taken by us under such laws, regulations and rules may materially and adversely affect our business and financial condition.
We rely on contractual arrangements with the VIEs and their respective shareholders 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. 
We have relied and expect to continue to rely on the contractual arrangements with the VIEs and their shareholders in the form of private non-
enterprise institutions, including Mr. Peiqing Tian, our largest shareholder, to operate our business. For a description of these contractual arrangements, see 
“Item 4. Information on the Company — C. Organizational Structure.”
The revenue contribution of the VIEs entities has historically accounted for 100.0%, 97.6% and 99.3% of our consolidated revenue for the years 
ended February 28, 2022, 2023 and February 29, 2024, respectively. However, contractual arrangements may not be as effective as direct equity ownership 
in providing us with control over the VIEs and our learning centers. Any failure by the VIEs and the learning centers controlled and held by the VIEs and 
their shareholders to perform their obligations under the contractual arrangements would have a material adverse effect on the financial position and 
performance of our company. For example, the contractual arrangements are governed by PRC law and provide for the resolution of disputes through 
arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance 
with arbitral procedures as contractually stipulated. The commercial arbitration system in the PRC is not as developed as some other jurisdictions, such as 
the United States.
As a result, uncertainties in the commercial arbitration system or legal system in the PRC could limit our ability to enforce these contractual 
arrangements. In addition, if the legal structure and the contractual arrangements were found to violate any existing or future PRC laws and regulations, we 
may be subject to fines or other legal or administrative sanctions.
 
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If the imposition of government actions causes us to lose our right to direct the activities of the VIEs or our right to receive substantially all the 
economic benefits and residual returns from the VIEs and we are not able to restructure our ownership structure and operations in a satisfactory manner, we 
would no longer be able to consolidate the financial results of the VIEs. 
Our largest shareholder, Mr. Peiqing Tian, may have potential conflicts of interest with us and not act in the best interests of our company.
Mr. Peiqing Tian is the controlling shareholder of Shanghai Luoliang Network Technology 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. Although Mr. Peiqing Tian 
is obligated to honor his contractual obligations with respect to the VIEs, he may nonetheless breach or cause the VIEs to breach or refuse to renew the 
existing contractual arrangements that allow us to effectively exercise control over the VIEs and to receive economic benefits from them. If Mr. Peiqing 
Tian does not honor his contractual obligations with respect to the VIEs, we may exercise our exclusive option to purchase, or cause our designee to 
purchase, all or part of the equity interest in Shanghai Luoliang Network Technology Co., Ltd. and Shanghai Four Seasons Education Investment 
Management Co., Ltd. to the extent permitted by PRC law. If we cannot resolve any disputes between us and the shareholders of Shanghai Luoliang 
Network Technology Co., Ltd. and Shanghai Four Seasons Education Investment Management Co., Ltd., we would have to rely on arbitration or legal 
proceedings, which could result in disruption of our business and substantial uncertainty as to the outcome of any such legal proceedings. 
Contractual arrangements between the VIEs and us may be subject to scrutiny by the PRC tax authorities and a finding that we or the VIEs owe 
additional taxes could materially reduce our net income and the value of your investment.
Under PRC laws and regulations, transactions between related parties should be conducted on an arm’s-length basis and may be subject to audit or 
challenge by the PRC tax authorities. We could face material adverse tax consequences if the PRC tax authorities determine that the contractual 
arrangements among our subsidiary in the PRC, the VIEs and their shareholders are not conducted on an arm’s-length basis and adjust the income of the 
VIEs through the transfer pricing adjustment.
A transfer pricing adjustment could, among other things, result in, for PRC tax purposes, increased tax liabilities of the VIEs. In addition, the PRC 
tax authorities may require us to disgorge our prior tax benefits, and require us to pay additional taxes for prior tax years and impose late payment fees and 
other penalties on the VIEs for underpayment of prior taxes. To date, similar contractual arrangements have been used by many public companies, 
including companies listed in the United States, and, to our knowledge, the PRC tax authorities have not imposed any material penalties on those 
companies. However, we cannot assure you that such penalties will not be imposed on any other companies or us in the future. Our net income may be 
reduced if the tax liabilities of the VIEs materially increase or if they are found to be subject to additional tax obligations, late payment fees or other 
penalties. 
If any of the VIEs 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. 
We currently conduct our operations in the PRC through contractual arrangements with the VIEs and the shareholders of Shanghai Luoliang 
Network Technology Co., Ltd. and Shanghai Four Seasons Education Investment Management Co., Ltd. As part of these arrangements, substantially all of 
our education-related assets that are critical to the operation of our business are held by the VIEs. If any of these entities goes bankrupt and all or part of 
their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could 
materially and adversely affect our business, financial condition and results of operations. If any of the VIEs undergoes a voluntary or involuntary 
liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our 
ability to operate our business and could materially and adversely affect our business, our ability to generate revenue and the market price of our ADSs.          
 
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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.
Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executed using the 
chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant PRC industry and 
commerce authorities.
In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. 
Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that 
our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries 
or the VIEs. If any employee obtains, misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could 
experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources 
to resolve and divert management from our operations.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of our 
initial public offering to make loans or additional capital contributions to our PRC subsidiaries and the VIEs, which could harm our liquidity and our 
ability to fund and expand our business. 
To utilize the proceeds of the initial public offering in the manner described in “Use of Proceeds” in the registration statement, we currently have 
plans for using 25% of the proceeds in China. As an offshore holding company of our PRC subsidiaries and the VIEs, we are permitted under PRC laws 
and regulations to provide funding to Shanghai Fuxi, our wholly-owned PRC subsidiary, through loans or capital contributions, and to the VIEs through 
loans. However, such uses are subject to PRC regulations and approvals. For example:
•
loans by us to Shanghai Fuxi, which is a foreign-invested enterprise, cannot exceed statutory limits and must be registered or filed with the 
State Administration of Foreign Exchange of the PRC, or SAFE, or its local counterparts;
•
loans by us to the VIEs, which are domestic PRC entities, must be filed with the relevant government authorities and must also be filed with 
SAFE or its local counterparts; and
•
capital contributions to Shanghai Fuxi must be filed with the Ministry of Commerce or its local counterparts and must also be registered with 
the local bank authorized by SAFE.
There is currently no statutory limit to the amount of funding that we can provide to Shanghai Fuxi through capital contribution, and we can provide 
funding to Shanghai Fuxi, the VIEs through loans as long as the loan amount does not exceed twice the amount of their net assets calculated in accordance 
with PRC GAAP. The maximum aggregate amount that we can loan to Shanghai Fuxi, the VIEs may vary with changes in the relevant entities’ net assets at 
the time of calculation. As of the date of this annual report, subject to completion of statutory procedures with relevant government authorities and banks, 
we can loan an estimated maximum of approximately RMB248.4 million (US$34.5 million) to Shanghai Fuxi and an estimated maximum of approximately 
RMB617.9 million (US$85.8 million) to the VIEs.
In addition, on March 30, 2015, SAFE promulgated SAFE Circular 19, a notice regulating the conversion by a foreign-invested company of its 
capital contribution in foreign currency into Renminbi. The notice requires that the capital of a foreign-invested company settled in Renminbi converted 
from foreign currencies shall be used only for purposes within the business scope as approved by the applicable government authorities and may not be 
used for equity investments in the PRC unless such activity is set forth in the business scope or is otherwise permissible under PRC laws or regulations. 
SAFE further strengthened its supervision of the flow and use of such capital of a foreign-invested company settled in Renminbi converted from foreign 
currencies. The use of such Renminbi capital may not be changed without SAFE’s approval. Violations of SAFE Circular 19 will result in severe penalties 
including hefty fines. As we expect to use the proceeds of our initial public offering in China in the form of RMB, Shanghai Fuxi, the VIEs will need to 
convert any capital contributions or loans from U.S. dollars to RMB before using such capital contribution or loans. As a result, SAFE Circular 19 may 
significantly limit our ability to transfer the net proceeds from our initial public offering to our operations in the PRC through our PRC subsidiaries, which 
may adversely affect our ability to expand our business.
We expect that PRC laws and regulations may continue to limit our use of proceeds from our initial public offering or from other financing sources. 
We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or 
capital contributions by us to our 
 
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entities in the PRC. If we fail to receive such registrations or approvals, our ability to use the proceeds of our initial public offering and to capitalize our 
PRC operations may be hindered, which could adversely affect our liquidity and our ability to fund and expand our business.
Risks Related to Doing Business in the PRC
Changes in PRC economy, or economic and political conditions or government policies in China, could have a material adverse effect on our business, 
financial conditions and results of operations.
Substantially all of our business operations are conducted in China. Accordingly, our business, financial condition, results of operations and 
prospects are influenced by economic, political and legal developments in China. The economy in China differs from the economies of most developed 
countries in many respects, including the degree of government involvement, level of development, growth rate, control of foreign exchange and currency 
conversion, access to financing and allocation of resources. The Chinese government continues to play a significant role in regulating industry development 
by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, 
controlling payment obligations denominated in foreign currencies, setting monetary policy and providing preferential treatment to particular industries or 
companies. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among 
various sectors of the economy. Any adverse changes in economic conditions or policies in China may have a material adverse effect on the overall 
economic growth of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of 
resources. While some of these measures benefit the overall PRC economy, they may also have a negative effect on us. For example, our financial 
condition and results of operations may be adversely affected by government control over capital investments, conversion of foreign exchange into 
Renminbi or changes in tax regulations and practices that are applicable to us. Continued policies regarding strengthening the management and supervision 
of the control of foreign currency could adversely affect our business development.
The global macroeconomic environment is facing challenges, especially the challenges due to the COVID-19 pandemic. See also “Item 3. Key 
Information — D. Risk Factors — Risks Related to Our Business — We face risks related to natural and other disasters, including outbreaks of health 
epidemics such as COVID-19, and other extraordinary events, which could significantly disrupt our operations.” The PRC economy has shown slower 
growth compared to the previous decade since 2012 and whether this slowdown will continue is still unknown. In addition, there is considerable 
uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the 
world’s leading economies, including the United States and China. Unrest, terrorist threats and potential for war in the Middle East and elsewhere may 
increase market volatility across the globe. Recently, the Russia-Ukraine conflict has caused, and continues to intensify, significant geopolitical tensions in 
Europe and across the global. The resulting sanctions are expected to have significant impacts on the economic conditions of the targeted countries and 
markets. There is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, 
government regulations and tariffs. There have also been concerns on the relationship between China and other countries, including the surrounding Asian 
countries, which may potentially have economic effects. Economic conditions in China are sensitive to global economic conditions, as well as changes in 
domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the 
global or PRC economy may materially and adversely affect our business, results of operations and financial condition. In addition, continued turbulence in 
the international markets may adversely affect our ability to access capital markets to meet liquidity needs.
Uncertainties with respect to the PRC legal system could have a material adverse effect on us.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system 
may be cited as reference but have limited precedential value. Since 1979, newly introduced PRC laws and regulations have significantly enhanced the 
protections of interest relating to foreign investments in the PRC. However, since these laws and regulations are relatively new and the PRC legal system 
continues to evolve rapidly, the interpretations of such laws and regulations may not always be consistent, and enforcement of these laws and regulations 
involves significant uncertainties, any of which could limit the available legal protections.
 
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In addition, the PRC administrative and judicial authorities have significant discretion in interpreting, implementing or enforcing statutory rules and 
contractual terms, and it may be more difficult to predict the outcome of administrative and judicial proceedings and the level of legal protection we may 
enjoy in the PRC than under some more developed legal systems. These uncertainties may affect our decisions on the policies and actions to be taken to 
comply with PRC laws and regulations, and may affect our ability to enforce our contractual or tort rights. In addition, the regulatory uncertainties may be 
exploited through unmerited legal actions or threats in an attempt to extract payments or benefits from us. Such uncertainties may therefore increase our 
operating expenses and costs, and materially and adversely affect our business and results of operations.
Hong Kong is a Special Administrative Region of the PRC and enjoys its own limited autonomy as defined by the Basic Law of Hong Kong. Hong 
Kong’s legal system, which is different from that of mainland China, is based on common law and has its own laws and regulations, but some of the 
national laws of the PRC are made applicable in Hong Kong under the Basic Law. It has been speculated that there may be increased alignment between 
PRC laws and regulations and the Basic Law or that PRC laws and regulations will be applied directly in Hong Kong. If certain PRC laws and regulations 
relevant to our business operations were to become applicable in Hong Kong in the future, we may face legal and operational risks and uncertainties 
relating to our operations in Hong Kong.
Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements 
by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our existing and future operations in Hong 
Kong.
On June 30, 2020, the Standing Committee of the NPC promulgated the Law of the PRC on Safeguarding National Security in Hong Kong. The 
interpretation of the Law of the PRC on Safeguarding National Security in Hong Kong involves a degree of uncertainty. Recently, the PRC government 
announced that it would step up supervision of overseas listed PRC businesses. Under the new measures, the PRC government will enhance regulation of 
cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation 
and insider trading. The PRC government will also check sources of funding for securities investment and control leverage ratios. The PRC government 
has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with 
the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of 
the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong 
which operate under a different set of laws from China. However, there can be no assurance that the government of Hong Kong will not enact similar laws 
and regulations applicable to companies operating in Hong Kong. 
We and the VIEs conduct business operations in the PRC although we have established a subsidiary in Hong Kong, Four Seasons Education (Hong 
Kong) Limited, as a holding company to facilitate overseas securities offering. As of the date of this annual report, Four Seasons Education (Hong Kong) 
Limited has not received any inquiry or notice or any objection from any PRC authority or Hong Kong authority. Although none of our or the VIEs’ 
business activities appears to be within the current targeted areas of concern mentioned above by the PRC government as our Hong Kong subsidiary is a 
holding company with no business operations as of the date of the annual report, given the PRC government’s significant oversight over the conduct of 
business operations in China and in Hong Kong, and in light of the PRC government’s recent extension of authority not only in China but into Hong Kong, 
there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in the PRC can change quickly with little or no 
advance notice. For example, the PRC government may pressure the government of Hong Kong to enact similar laws and regulations to those in the PRC, 
which may seek to exert control over offerings conducted overseas by Hong Kong companies. If any or all of the foregoing were to occur, and if our Hong 
Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or 
hinder our ability to offer securities to overseas investors or remain listed in the U.S., which could cause the value of our ADSs to significantly decline or 
become worthless.
The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value 
of our ADSs.
We conduct business primarily in China. Our operations in China are governed by PRC laws and regulations. The PRC government has significant 
oversight and discretion over the operation of our business, and it may influence our operations, which could result in a material adverse change in our 
operation and the value of our ADSs. 
 
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The PRC government has recently indicated an intent to exert more oversight over overseas offerings by and foreign investment in China-based 
issuers like us. For example, on July 6, 2021, relevant PRC government authorities promulgated the Opinions on Lawfully and Strictly Cracking Down 
Illegal Securities Activities, which stated that the administration and supervision of overseas-listed China-based companies will be strengthened, and the 
special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of the 
relevant domestic industry regulatory authorities and other regulatory authorities. On December 24, 2021, the State Council issued a draft Regulations of 
the State Council on the Administration of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Draft 
Provisions, and the CSRC issued a draft Measures for the Record-Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for 
Comments), for public comments. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and 
Listing by Domestic Companies, or the Overseas Listing Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. The 
Overseas Listing Trial Measures regulates both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing-
based regulatory regime. Pursuant to the Overseas Listing Trial Measures, the principle of “substance over form” shall be followed when determining 
whether an offering and listing shall be deemed as an indirect overseas offering and listing by a PRC domestic company and if the issuer meets both the 
following criteria, the overseas securities offering and listing conducted by such issuer shall be deemed as indirect overseas offering by PRC domestic 
companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated 
financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are 
conducted in the PRC or its main place(s) of business are located in the PRC, or the majority of senior management staff in charge of its business 
operations and management are PRC citizens or have their habitual residence located in the PRC. Where an issuer submits an application for initial public 
offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. The Overseas 
Listing Trial Measures also requires subsequent reports to be submitted to the CSRC on material events, such as change of control or voluntary or forced 
delisting of the issuer(s) who have completed overseas offerings and listings. On the same day, the CSRC also published the Notice on the Administrative 
Arrangements for the Filing of Overseas Securities Offering and Listing by the Domestic Enterprises, or the Notice on Overseas Listing Measures. 
According to the Notice on Overseas Listing Measures, issuers that have already been listed in an overseas market by March 31, 2023, the date on which 
the Overseas Listing Measures will become effective, such as our company, are not required to make any immediate filing. However, such issuers will be 
required to comply with the filing requirements under Overseas Listing Measures if and when they pursue any future securities offerings and listings 
outside of mainland China, including but not limited to follow-on offerings, secondary listings and going private transactions. If we fail to obtain required 
approval or complete other review or filing procedures, under the Overseas Listing Measures or otherwise, for any future securities offerings and listings 
outside of mainland China, including but not limited to follow-on offerings, secondary listings and going private transactions, we may face sanctions by the 
CSRC or other PRC regulatory authorities, including administrative penalties, such as order to rectify, warnings, fines or other actions that may materially 
and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs.
 
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In addition, on December 28, 2021, the CAC, the National Development and Reform Commission, or the NDRC, the Ministry of Industry and 
Information Technology, or the MIIT, and several other PRC government authorities jointly issued the Cybersecurity Review Measures, which took effect 
on February 15, 2022. Pursuant to the Cybersecurity Review Measures, in addition to “critical information infrastructure operators,” network platform 
operators engaging in data processing activities that affect or may affect national security are subject to cybersecurity review. The relevant government 
authorities may initiate the cybersecurity review against the relevant operators if the authorities believe that the network products or services or data 
processing activities of such operators affect or may affect national security. In addition, the Cybersecurity Review Measures provides that network 
platform operators holding personal information of over one million users must apply with the Cybersecurity Review Office for a cybersecurity review 
before public offering at a foreign stock exchange. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core 
data, important data, or a large amount of personal information being affected, controlled, or maliciously used by foreign government and the network 
information security risk in connection with the listing. There are substantial uncertainties as to the interpretation, application, and enforcement of the 
Cybersecurity Review Measures.
Furthermore, in November 2021, the CAC released the Administrative Regulations on Internet Data Security (Draft for Comments), or the Draft 
Data Security Regulations, which provides that data processors refer to individuals or organizations that, during their data processing activities such as data 
collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data processing. In accordance 
with the Draft Data Security Regulations, data processors shall apply for a cybersecurity review for certain activities, including, among other things, (i) the 
listing abroad of data processors that process the personal information of more than one million individuals and (ii) any data processing activity that affects 
or may affect national security. However, there have been no clarifications from the relevant authorities as of the date of this annual report as to the 
standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Draft Data Security Regulations requires 
that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or engage a data security 
service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each 
year. As of the date of this annual report, the Draft Data Security Regulations was released for public comment only, and their respective provisions and 
anticipated adoption or effective date may be subject to change with substantial uncertainty. As advised by our PRC Legal Counsel, Fangda Partners, we do 
not expect ourselves to be subject to cybersecurity review with the CAC for the following reasons: (i) we do not possess a large amount of personal 
information and our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities, (ii) we 
are not required to go through cybersecurity review by the CAC, and (iii) we have not received any notice from any authorities identifying our PRC 
subsidiaries or VIEs as a CIIOs or online platform operators requiring us to go through cybersecurity review or network data security review by the CAC. 
However, there remains uncertainty as to how the Draft Measures for Cybersecurity Review will be interpreted or implemented and whether the PRC 
regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity 
Review Measures. 
It remains uncertain how PRC government authorities will regulate overseas listing in general and whether we are required to complete filing or 
obtain any specific regulatory approvals from the CSRC, CAC or any other PRC government authorities for our overseas offerings. If the CSRC, CAC or 
other government authorities later promulgate new rules or explanations requiring that we obtain their approvals for our future overseas offerings, we may 
be unable to obtain such approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could 
significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline 
or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to 
significantly decline. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting 
our business.
Our business is subject to various evolving PRC laws and regulations regarding data privacy and cybersecurity. Failure of cybersecurity and data 
privacy concerns could subject us to penalties, damage our reputation and brand, and harm our business and results of operations.
 
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We routinely collect, store and use personal information and other data during the ordinary course of our business. If we are unable to protect the 
personal information and other data we collect, store and use from unauthorized access, use, disclosure, disruption, modification, or destruction, such 
problems or security breaches could cause a loss, give rise to our liabilities to the owners or subject of the information, or subject us to fines and other 
penalties. In addition, complying with various laws and regulations could cause us to incur substantial costs or require us to change our business practices, 
including our data practices, in a manner adverse to our business. 
In general, we expect that data security and data protection compliance will receive greater attention and focus from regulators, both domestically 
and globally, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subject us 
to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to 
penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and 
adversely affected.
The PRC regulatory and enforcement regime with regard to data security and data protection is evolving and may be subject to different 
interpretations or significant changes. Moreover, different PRC regulatory bodies, including the Standing Committee of the NPC, the Ministry of Industry 
and Information Technology, or the MIIT, the CAC, the MPS and the SAMR, have enforced data privacy and protections laws and regulations with varying 
standards and applications. We are subject to PRC laws and regulations governing the collection, storing, sharing, using, processing, disclosure and 
protection of personal information and other data on the internet and mobile platforms including, without limitation, the PRC Civil Code, the PRC 
Cybersecurity Law, the PRC Data Security Law and the PRC Personal Information Protection Law. The following are examples of certain recent PRC 
regulatory activities in this area:
Data Security 
•
In June 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC 
Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security. In 
January 2022, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on 
February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure 
operators that procure internet products and services and network platform operators engaging in data processing activities must be subject to 
the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that 
network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a 
cybersecurity review before any public offering at a foreign stock exchange. In August 2021, the state council promulgated the Regulations 
on Critical Information Infrastructure Security Protection, which became effective on September 1, 2021. Pursuant to this regulation, critical 
information infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication 
and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense 
science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest. 
Relevant governmental authorities of each critical industry and sector shall be responsible for formulating eligibility criteria and determining 
the scope of critical information infrastructure operator in the respective industry or sector and operators will be informed about the final 
determination as to whether they are categorized as critical information infrastructure operators. As of the date of this annual report, no 
detailed rules or implementation rules have been issued by any authority and we have not been informed that we are a critical information 
infrastructure operator by any government authorities. Furthermore, the exact scope of “critical information infrastructure operators” under 
the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and 
enforcement of the applicable laws. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator 
under PRC law. If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we 
may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations.
 
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•
In November 2021, the CAC released the Administrative Regulations on Internet Data Security (Draft for Comments), or the Draft Data 
Security Regulations, which provides that data processors refer to individuals or organizations that, during their data processing activities 
such as data collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data 
processing. In accordance with the Draft Data Security Regulations, data processors shall apply for a cybersecurity review for certain 
activities, including, among other things, (i) the listing abroad of data processors that process the personal information of more than one 
million individuals and (ii) any data processing activity that affects or may affect national security. However, there have been no 
clarifications from the relevant authorities as of the date of this annual report as to the standards for determining whether an activity is one 
that “affects or may affect national security.” In addition, the Draft Data Security Regulations requires that data processors that process 
“important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service 
provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January 
each year. As of the date of this annual report, the Draft Data Security Regulations was released for public comment only, and their respective 
provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.
•
On July 7, 2022, the CAC issued the Measures for Security Assessment of Cross-border Data Transfer, or the Security Assessment Measures, 
which came into effect on September 1, 2022. Pursuant to the Security Assessment Measures, a data processor shall apply to competent 
authorities for security assessment prior to transferring any data abroad if the transfer involves (i) important data; (ii) personal information 
transferred overseas by a CIIO and a data processor that has processed personal information of more than one million individuals; (iii) 
personal information transferred overseas by a data processor who has already provided personal information of 100,000 persons or sensitive 
personal information of 100,000 persons overseas since January 1 of the previous year; or (iv) other circumstances as requested by the CAC. 
Furthermore, on August 31, 2022, the CAC promulgated the Guidelines for filing the Outbound Data Transfer Security Assessment (Version 
1), which provides that acts of outbound data transfer include (i) overseas transmission and storage by data processors of data generated 
during PRC domestic operations; (ii) the access to, use, download or export of the data collected and generated by data processors and stored 
in the PRC by overseas institutions, organizations or individuals; and (iii) other acts as specified by the CAC.
The Anti-monopoly Guidelines for the Platform Economy Sector 
•
The Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, effective 
on February 7, 2021, prohibits collection of user information through coercive means by online platforms operators.
•
In August 2021, the Standing Committee of the NPC promulgated the PRC Personal Information Protection Law, which integrates the 
scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. We update our 
privacy policies from time to time to meet the latest regulatory requirements of PRC government authorities and adopt technical measures to 
protect data and ensure cybersecurity in a systematic way. Nonetheless, the Personal Information Protection Law elevates the protection 
requirements for personal information processing, and many specific requirements of this law remain to be clarified by the CAC, other 
regulatory authorities, and courts in practice. We may be required to make further adjustments to our business practices to comply with the 
personal information protection laws and regulations.
 
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•
On August 1, 2022, the Standing Committee further amended the Anti-Monopoly Law, which, among others, (i) emphasized that business 
operators with a dominant market position shall not engage in any conduct of abusing a dominant market position by utilizing data and 
algorithm, technology, and platform rules, (ii) increased the fines on business operators for illegal concentration to “no more than ten percent 
of the preceding year’s sales revenue of the business operators if the concentration of business operators has or may have an effect of 
excluding or limiting competition; or a fine of up to RMB5 million if the concentration of business operators does not have an effect of 
excluding or limiting competition,” and (iii) increased the fines on business operators that reaching monopoly agreements to “no less than 
one percent but no more than ten percent of the preceding year’s sales revenue of the business operators, or a fine of up to RMB5 million if 
no sales revenue in the preceding year; and if such monopoly agreements have not been implemented, a fine of up to RMB3 million.”
Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretation by the regulators. If any data 
that we possess belongs to data categories that are subject to heightened scrutiny, we may be required to adopt stricter measures for protection and 
management of such data. The Cybersecurity Review Measures and the Draft Data Security Regulations remain unclear on whether the relevant 
requirements will be applicable to companies that are already listed in the United States, such as us. We cannot predict the impact of the Cybersecurity 
Review Measures and the Draft Data Security Regulations, if any, at this stage, and we will closely monitor and assess any development in the rule-making 
process. If the Cybersecurity Review Measures and the enacted version of the Draft Data Security Regulations mandate clearance of cybersecurity review 
and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at 
all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal 
of our app from the relevant application stores, and materially and adversely affect our business and results of operations. As of the date of this annual 
report, we have not been involved in any formal investigations on cybersecurity review made by the CAC on such basis. 
In general, compliance with the existing PRC laws and regulations, as well as additional laws and regulations that PRC regulatory bodies may enact 
in the future, related to data security and personal information protection, may be costly and result in additional expenses to us, and subject us to negative 
publicity, which could harm our reputation and business operations. As advised by our PRC counsel, there are also uncertainties with respect to how such 
laws and regulations will be implemented and interpreted in practice as they are relatively new. We may need to adjust our business to comply with the data 
security and cybersecurity requirements from time to time and we have taken measures to comply with applicable data-related laws and regulations.
In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerning 
data protection. These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to the 
possibility of fines, result in an order requiring that we change our data practices and policies, which could have an adverse effect on our business and 
results of operations. The European Union General Data Protection Regulation (“GDPR”), which came into effect on May 25, 2018, includes operational 
requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR establishes new requirements 
applicable to the processing of personal data, affords new data protection rights to individuals and imposes penalties for serious data breaches. Individuals 
also have a right to compensation under the GDPR for financial or non-financial losses. In the event that residents of the European Economic Area access 
our website or our mobile apps and input protected information, we may become subject to provisions of the GDPR.
Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise,” which could result in unfavorable tax consequences 
to us and our non-PRC shareholders.
 
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The PRC Enterprise Income Tax Law and its implementing rules provide that enterprises established outside of the PRC whose “de facto 
management bodies” are located in the PRC are considered “resident enterprises” under PRC tax laws. The implementing rules define the term “de facto 
management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. 
On April 22, 2009, the State Administration of Taxation issued SAT Circular 82, which provides that a foreign enterprise controlled by a PRC company or 
a group of PRC companies will be classified as a “resident enterprise” with its “de facto management body” located within the PRC if all of the following 
requirements are satisfied: (1) the senior management and core management departments in charge of its daily operations function are mainly in the PRC; 
(2) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (3) its major assets, accounting 
books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (4) at least half of the enterprise’s 
directors with voting right or senior management reside in the PRC. The State Administration of Taxation issued a bulletin SAT Circular 45 on July 27, 
2011 to provide more guidance on the implementation of SAT Circular 82. The bulletin clarifies certain matters relating to resident status determination, 
post-determination administration and competent tax authorities. Although both the circular and the bulletin only apply to offshore enterprises controlled by 
PRC enterprises and not those by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin 
may reflect the general position of the State Administration of Taxation on how the “de facto management body” test should be applied in determining the 
tax resident status of offshore enterprises and the administration measures should be implemented, regardless of whether they are controlled by PRC 
enterprises or PRC individuals. 
In addition, the State Administration of Taxation issued a bulletin SAT Circular 9 on January 29, 2014 to provide more guidance on the 
implementation of SAT Circular 82. This bulletin further provides that, among other things, an entity that is classified as a “resident enterprise” in 
accordance with the circular shall file the application for classifying its status of residential enterprise with the local tax authorities where its main domestic 
investors are registered.
From the year in which the entity is determined as a “resident enterprise,” any dividend, profit and other equity investment gain shall be taxed in 
accordance with the PRC Enterprise Income Tax Law and its implementing rules.
As the tax resident status of an enterprise is subject to the determination by the PRC tax authorities, if we are deemed as a PRC “resident enterprise,” 
we will be subject to PRC Enterprise Income Tax on our worldwide income at a uniform tax rate of 25%, although dividends distributed to us from our 
existing PRC subsidiaries and any other PRC subsidiaries which we may establish from time to time could be exempt from the PRC dividend withholding 
tax due to our PRC “resident recipient” status. This could have a material adverse effect on our overall effective tax rate, our income tax expenses and our 
net income. Furthermore, dividends, if any, paid to our shareholders and ADS holders may be decreased as a result of the decrease in distributable profits. 
In addition, if we were to be considered a PRC “resident enterprise,” dividends we pay with respect to our ADSs or ordinary shares and the gains realized 
from the transfer of our ADSs or ordinary shares may be considered income derived from sources within the PRC and be subject to PRC withholding tax, 
which could have a material adverse effect on the value of your investment in us and the price of our ADSs. 
There are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax liabilities of our PRC subsidiaries, and 
dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.
Under the PRC Enterprise Income Tax Law and its implementation rules, the profits of a foreign-invested enterprise generated through operations, 
which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to a special 
arrangement between Hong Kong and the PRC, such rate may be reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity 
interest in the PRC company. Our WFOE is wholly owned by our Hong Kong subsidiary.
 
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Moreover, under the Notice of the State Administration of Taxation on Issues regarding the Administration of the Dividend Provision in Tax 
Treaties promulgated on February 20, 2009, the taxpayer needs to satisfy certain conditions to enjoy the benefits under a tax treaty. These conditions 
include: (1) the taxpayer must be the beneficial owner of the relevant dividends, and (2) the corporate shareholder to receive dividends from the PRC 
subsidiaries must have continuously met the direct ownership thresholds during the 12 consecutive months preceding the receipt of the dividends. Further, 
the State Administration of Taxation promulgated the Notice on How to Understand and Recognize the “Beneficial Owner” in Tax Treaties on October 27, 
2009, which limits the “beneficial owner” to individuals, enterprises or other organizations normally engaged in substantive operations, and sets forth 
certain detailed factors in determining the “beneficial owner” status. Further, the SAT promulgated the Notice on Issues Related to the “Beneficial Owner” 
in Tax Treaties on February 3, 2018, which sets forth certain detailed factors in determining the “beneficial owner” status. 
Entitlement to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of 
other countries or regions is subject to inspection or approval of the relevant tax authorities. As a result, we cannot assure you that we will be entitled to 
any preferential withholding tax rate under tax treaties for dividends received from our PRC subsidiaries. 
We face uncertainties with respect to indirect transfers of the equity interests in PRC resident enterprises by their non-PRC holding companies.
Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT 
Circular 698, issued by the State Administration of Taxation on December 10, 2009, where a foreign investor transfers the equity interests in a PRC 
resident enterprise indirectly via disposition of the equity interests of an overseas holding company, and such overseas holding company is located in a tax 
jurisdiction that (1) has an effective tax rate less than 12.5% or (2) does not tax foreign income of its residents, the foreign investor shall report the indirect 
transfer to the competent PRC tax authority. The PRC tax authority will examine the nature of such indirect transfer, and if the tax authority considers that 
the foreign investor has adopted an “abusive arrangement” in order to reduce, avoid or defer PRC taxes, it may disregard the existence of the overseas 
holding company and re-characterize the indirect transfer such that gains derived from such indirect transfer may be subject to PRC withholding tax at a 
rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its 
related parties at a price lower than the fair market value, the competent tax authority has the power to make a reasonable adjustment to the taxable income 
of the transaction. SAT Circular 698 is retroactively effective from January 1, 2008.
 
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There is uncertainty as to the application of SAT Circular 698. For example, while the term “indirect transfer” is not clearly defined, it is understood 
that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with 
the PRC. Moreover, the relevant authority has not yet promulgated any formal provisions or formally declared or stated how to calculate the effective tax 
rates in foreign tax jurisdictions, and the process and format of the reporting of an Indirect Transfer to the competent tax authority of the relevant PRC 
resident enterprise remain unclear. In addition, there are no formal declarations with regard to how to determine whether a foreign investor has adopted an 
abusive arrangement in order to reduce, avoid or defer PRC tax.
The State Administration of Taxation issued Bulletin on Several Issues concerning the Enterprise Income Tax on the Indirect Transfers of Properties 
by Non-Resident Enterprises, or SAT Bulletin 7, on February 3, 2015, which replaced or supplemented certain rules under SAT Circular 698. Under SAT 
Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized 
and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the 
purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income 
tax.
According to SAT Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in the PRC, immoveable properties in the PRC, and 
equity investments in PRC resident enterprises. In respect of an indirect offshore transfer of assets of a PRC establishment, the relevant gain is to be 
regarded as effectively connected with the PRC establishment and therefore included in its enterprise income tax filing, and would consequently be subject 
to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties in the PRC or to equity investments in a 
PRC resident enterprise, which is not effectively connected to a PRC establishment of a non-resident enterprise, a PRC enterprise income tax at 10% would 
apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the 
transfer payments has the withholding obligation. There is uncertainty as to the implementation details of SAT Bulletin 7. If SAT Bulletin 7 was determined 
by the tax authorities to be applicable to some of our transactions involving PRC taxable assets, our offshore subsidiaries conducting the relevant 
transactions might be required to spend valuable resources to comply with SAT Bulletin 7 or to establish that the relevant transactions should not be taxed 
under SAT Bulletin 7.
As a result, we and our non-PRC shareholders may have the risk of being taxed for the disposition of our ordinary shares or ADS and may be 
required to spend valuable resources to comply with SAT Circular 698 and SAT Bulletin 7 or to establish that we or our non-PRC shareholders should not 
be taxed as an indirect transfer, which may have a material adverse effect on our financial condition and results of operations or the investment by non-PRC 
investors in us. 
Restrictions on currency exchange may limit our ability to receive and use our revenues effectively. 
Substantially all of our revenue is denominated in Renminbi. As a result, restrictions on currency exchange may limit our ability to use revenue 
generated in Renminbi to fund any business activities we may have outside the PRC in the future or to make dividend payments to our shareholders and 
ADS holders in U.S. dollars. Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade and service-
related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans or investments 
in securities outside the PRC, unless such use is approved by SAFE. For example, foreign exchange transactions under our subsidiary’s capital account, 
including principal payments in respect of foreign currency-denominated obligations, remain subject to significant foreign exchange controls and the 
approval requirement of SAFE. These limitations could affect our ability to obtain foreign exchange for capital expenditures.
 
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Our PRC subsidiaries are permitted to declare dividends to our offshore subsidiary holding their equity interest, convert the dividends into a foreign 
currency and remit to its shareholder outside the PRC. In addition, in the event that our PRC subsidiaries liquidate, proceeds from the liquidation may be 
converted into foreign currency and distributed outside the PRC to our overseas subsidiary holding its equity interest. Furthermore, in the event that 
Shanghai Luoliang Network Technology Co., Ltd. or Shanghai Four Seasons Education Investment Management Co., Ltd. liquidates, our PRC subsidiaries 
may, pursuant to a power of attorney it has entered into with Mr. Peiqing Tian or Ms. Suhua Zhu, require Mr. Peiqing Tian or Ms. Suhua Zhu to transfer all 
assets they might receive in connection with the liquidation of Shanghai Luoliang Network Technology Co., Ltd. or Shanghai Four Seasons Education 
Investment Management Co., Ltd., Ltd. to our PRC subsidiaries at no consideration or the minimum consideration as permitted under PRC laws. Our PRC 
subsidiaries then may distribute such proceeds to us after converting them into foreign currency and remit them outside the PRC in the form of dividends or 
other distributions. Once remitted outside the PRC, dividends, distributions or other proceeds from liquidation paid to us will not be subject to restrictions 
under PRC regulations on its further transfer or use.
Other than the above distributions by and through our PRC subsidiaries which are permitted to be made without the necessity to obtain further 
approvals, any conversion of the Renminbi-denominated revenue generated by the VIEs for direct investment, loan or investment in securities outside the 
PRC will be subject to the limitations discussed above. To the extent we need to convert and use any Renminbi-denominated revenue generated by the 
VIEs not paid to our PRC subsidiaries and revenue generated by our PRC subsidiaries not declared and paid as dividends, the limitations discussed above 
will restrict the convertibility of, and our ability to directly receive and use such revenue. As a result, our business and financial condition may be adversely 
affected. In addition, we cannot assure you that the PRC regulatory authorities will not impose more stringent restrictions on the convertibility of Renminbi 
in the future, especially with respect to foreign exchange transactions. 
Our subsidiaries and the VIEs in the PRC are subject to restrictions on making dividends and other payments to us.
We are a holding company and rely principally on dividends paid by our subsidiaries in the PRC. Current PRC regulations permit our subsidiaries in 
the PRC to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. 
Under the applicable requirements of PRC law, our PRC subsidiaries may only distribute dividends after they have made allowances to fund certain 
statutory reserves. These reserves are not distributable as cash dividends. In addition, at the end of each fiscal year, each of our learning centers that are 
private schools in the PRC is required to allocate a certain amount to its development fund for the construction or maintenance of the school properties or 
purchase or upgrade of school facilities. Furthermore, if our subsidiaries or the VIEs in the PRC incur debt on their own behalf in the future, the 
instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, to the extent cash or assets in our 
business is in the PRC or Hong Kong or a PRC or Hong Kong entity, such cash or assets may not be available to fund operations or for other use outside of 
the PRC or Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of our holding company, our PRC 
subsidiaries, or the VIEs by the PRC government to transfer cash or assets. Cash may be transferred within our organization in the following manners: 
Under PRC laws, Four Seasons may, through its intermediary holding companies, provide funding to our PRC subsidiaries only through capital 
contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. Any 
such restrictions or requirements may materially affect such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which 
may materially and adversely affect our business, financial condition and results of operations.
Fluctuations in the value of the Renminbi may have a material adverse effect on your investment.
The change in value of the Renminbi against the U.S. dollar and other currencies is affected by various factors such as changes in political and 
economic conditions in the PRC. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. 
dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this 
appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has 
fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy 
may impact the exchange rate between the Renminbi and the U.S. dollar in the future.
 
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Any significant appreciation or revaluation of the Renminbi may have a material adverse effect on the value of, and any dividends payable on, our 
ADSs in foreign currency terms. More specifically, if we decide to convert our Renminbi into U.S. dollars, appreciation of the U.S. dollar against the 
Renminbi would have a negative effect on the U.S. dollar amount available to us. To the extent that we need to convert U.S. dollars we receive from our 
initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi 
amount we would receive from the conversion. In addition, appreciation or depreciation in the exchange rate of the Renminbi to the U.S. dollar could 
materially and adversely affect the price of our ADSs in U.S. dollars without giving effect to any underlying change in our business or results of operations. 
The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC 
law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory 
agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic 
companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s 
securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and our offshore offerings may ultimately 
require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even 
if we obtain such CSRC approval, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore 
offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which 
could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of 
sanctions that may materially and adversely affect our business, financial condition, and results of operations.
On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance 
with the Law, or the Opinions on Security Activities. These opinions emphasized the need to strengthen the administration over illegal securities activities 
and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant 
regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As a follow-up, on December 24, 2021, the State 
Council issued a draft Regulations of the State Council on the Administration of Overseas Issuance and Listing of Securities by Domestic Companies 
(Draft for Comments), or the Draft Provisions, and the CSRC issued a draft Measures for the Record-Filing of Overseas Securities Offering and Listing by 
Domestic Companies (Draft for Comments), or the Draft Administration Measures, for public comments.
 The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings of stocks, 
depository receipts, convertible corporate bond, or other equity securities, and overseas listing of these securities for trading, by domestic companies. 
According to the Draft Provisions and the Draft Administration Measures, an overseas offering and listing by a domestic company, whether directly or 
indirectly, shall be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing will be conducted on a 
substance-over-form basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer 
meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was 
more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) senior management personnel 
responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the 
PRC or carried out in the PRC. According to the Draft Administration Measures, the issuer or its affiliated domestic company, as the case may be, shall file 
with the CSRC for its initial public offering, follow-on offering and other equivalent offering activities. Particularly, the issuer shall submit the filing with 
respect to its initial public offering and listing within three business days after its initial filing of the listing application, and submit the filing with respect to 
its follow-on offering within three business days after completion of the follow-on offering. Failure to comply with the filing requirements may result in 
fines to the relevant domestic companies, suspension of their businesses, revocation of their business licenses and operation permits and fines on the 
controlling shareholder and other responsible persons. The Draft Administration Measures also sets forth certain regulatory red lines for overseas offerings 
and listings by domestic enterprises.
 
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As a follow-up, on December 24, 2021, the State Council issued a draft Regulations of the State Council on the Administration of Overseas Issuance 
and Listing of Securities by Domestic Companies (Draft for Comments), or the Draft Provisions, and the CSRC issued a draft Measures for the Record-
Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Administration Measures, for public 
comments. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic 
Companies, or the Overseas Listing Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Overseas 
Listing Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure 
and report relevant information to the CSRC; if a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any 
major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its 
controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, 
such as warnings and fines; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect 
overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer 
in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the 
same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in 
charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to 
indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures 
with the CSRC, and where an issuer makes an application for listing in an overseas market, the issuer shall submit filings with the CSRC within three 
business days after such application is submitted.
On the same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on 
Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that the domestic companies that 
have already been listed overseas on or before the effective date of the Overseas Listing Trial Measures (i.e. March 31, 2023) shall be deemed as existing 
issuers, or the Existing Issuers. Existing Issuers are not required to complete the filling procedures, and they shall be required to file with the CSRC when 
subsequent matters such as refinancing are involved.
According to the Overseas Listing Trial Measures, an overseas listed company shall file with the CSRC within three business days after the 
completion of its subsequent securities offering on the same market, and an overseas listed company shall file with the CSRC within three business days 
after its application of its offering and listing on a different market. If an overseas listed company purchase PRC domestic assets through a single or 
multiple acquisitions, share swaps, shares transfers or other means, and such purchase constitutes direct or indirect listing of PRC domestic assets, a filing 
with the CSRC is also required. In addition, an overseas listed company is required to report to the CSRC the occurrence of any of the following material 
events within three business days after the occurrence and announcement thereof: (i) a change of control of the listed company; (ii) the investigation, 
sanction or other measures undertaken by any foreign securities regulatory agencies or relevant competent authorities in respect of the listed company; (iii) 
a change of listing status or transfer of listing segment; and (iv) the voluntary or mandatory delisting of the listed company. If there is any material change 
of the principal business of the listed company after the overseas offering and listing so that the listed company is no longer required to file with the CSRC, 
it shall file a specific report and a legal opinion issued by a domestic law firm to the CSRC within three business days after the occurrence hereof.
 
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Given the substantial uncertainties surrounding the latest CSRC filing requirements at this stage, we cannot assure you that we will be able to 
complete the filings and fully comply with the relevant new rules on a timely basis, if at all. If we fail to obtain required approval or complete other review 
or filing procedures, under the Overseas Listing Measures or otherwise, for any future securities offerings and listings outside of mainland China, including 
but not limited to follow-on offerings, secondary listings and going private transactions, we may face sanctions by the CSRC or other PRC regulatory 
authorities, including administrative penalties, such as order to rectify, warnings, fines or other actions that may materially and adversely affect our 
business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. In addition, we cannot assure you that any new 
rules or regulations promulgated in the future will not impose additional requirements on us. If it is determined in the future that approval and filing from 
the CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the Cybersecurity Review Measures and the Draft 
Data Security Regulations, are required for our offshore offerings, it is uncertain whether we can or how long it will take us to obtain such approval or 
complete such filing procedures and any such approval or filing could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or 
completing such filing procedures for our offshore offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions 
by the CSRC or other PRC regulatory authorities for failure to seek CSRC approval or filing or other government authorization for our offshore offerings. 
These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our 
operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could 
materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. The CSRC 
or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and 
delivery of the shares offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, 
they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or 
explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we 
may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or 
negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and 
the trading price of our ADSs.
Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which 
could make it more difficult for us to pursue growth through acquisitions in the PRC.
The M&A Rules established additional procedures and requirements that could make merger and acquisition activities in the PRC by foreign 
investors more time-consuming and complex. For example, the Ministry of Commerce must be notified in the event a foreign investor takes control of a 
PRC domestic enterprise. In addition, certain acquisitions of domestic companies by offshore companies that are related to or affiliated with the same 
entities or individuals of the domestic companies, are subject to approval by the Ministry of Commerce. In addition, the Implementing Rules Concerning 
Security Review on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the Ministry of Commerce in August 2011, require 
that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject to national security review by the Ministry 
of Commerce. In addition, any activities attempting to circumvent such review process, including structuring the transaction through a proxy or contractual 
control arrangement, are strictly prohibited.
There is significant uncertainty regarding the interpretation and implementation of these regulations relating to merger and acquisition activities in 
the PRC. In addition, complying with these requirements could be time-consuming, and the required notification, review or approval process may 
materially delay or affect our ability to complete merger and acquisition transactions in the PRC. As a result, our ability to seek growth through acquisitions 
may be materially and adversely affected.
In addition, if the Ministry of Commerce determines that we should have obtained its approval for our entry into contractual arrangements with the 
VIEs and their shareholders, we may be required to file for remedial approvals. We cannot assure you that we would be able to obtain such approval from 
the Ministry of Commerce. We may also be subject to administrative fines or penalties by the Ministry of Commerce that may require us to limit our 
business operations in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies into the PRC or take other actions that 
could have material and adverse effect on our business, financial condition and results of operations.
 
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A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our 
ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.
SAFE has promulgated regulations, including the Notice on Relevant Issues Relating to Foreign Exchange Control on Domestic Residents’ 
Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular 37, effective on July 4, 2014, and its 
appendices, that require PRC residents, including PRC institutions and individuals, to register with local branches of SAFE in connection with their direct 
establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets 
or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” The term “control” 
under SAFE Circular 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRC residents in the 
offshore special purpose vehicles by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. SAFE 
Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as 
increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC 
shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle 
may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and 
the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiaries. Further, failure to comply with the 
various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.
These regulations apply to our direct and indirect shareholders who are PRC residents and may apply to any offshore acquisitions or share transfers 
that we make in the future if our shares are issued to PRC residents.
However, in practice, different local SAFE branches may have different views and procedures on the application and implementation of SAFE 
regulations, and since SAFE Circular 37 was recently issued, there remains uncertainty with respect to its implementation.
As of the date of this annual report, all PRC residents known to us that currently hold direct or indirect interests in our company have completed the 
necessary registrations with SAFE as required by SAFE Circular 37. However, we cannot assure you that these individuals or any other direct or indirect 
shareholders or beneficial owners of our company who are PRC residents will be able to successfully complete the registration or update the registration of 
their direct and indirect equity interest as required in the future. If they fail to make or update the registration, our PRC subsidiaries could be subject to 
fines and legal penalties, and SAFE could restrict our cross-border investment activities and our foreign exchange activities, including restricting our PRC 
subsidiaries’ ability to distribute dividends to, or obtain loans denominated in foreign currencies from, our company, or prevent us from contributing 
additional capital into our PRC subsidiaries. As a result, our business operations and our ability to make distributions to you could be materially and 
adversely affected.
 
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Employee participants in our share incentive plan who are PRC citizens may be required to register with SAFE. We also face regulatory uncertainties 
in the PRC that could restrict our ability to grant share incentive awards to our employees who are PRC citizens.
Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in a Stock Incentive Plan 
of an Overseas Publicly-Listed Company issued by SAFE on February 15, 2012, or SAFE Circular 7, a qualified PRC agent (which could be the PRC 
subsidiary of the overseas-listed company) is required to file, on behalf of “domestic individuals” (both PRC residents and non-PRC residents who reside in 
the PRC for a continuous period of not less than one year, excluding the foreign diplomatic personnel and representatives of international organizations) 
who are granted shares or share options by the overseas-listed company according to its share incentive plan, an application with SAFE to conduct SAFE 
registration with respect to such share incentive plan, and obtain approval for an annual allowance with respect to the purchase of foreign exchange in 
connection with the share purchase or share option exercise. Such PRC individuals’ foreign exchange income received from the sale of shares and 
dividends distributed by the overseas listed company and any other income shall be fully remitted into a collective foreign currency account in the PRC 
opened and managed by the PRC domestic agent before distribution to such individuals. In addition, such domestic individuals must also retain an overseas 
entrusted institution to handle matters in connection with their exercise of share options and their purchase and sale of shares. The PRC domestic agent also 
needs to update registration with SAFE within three months after the overseas-listed company materially changes its share incentive plan or make any new 
share incentive plans.
From time to time, we need to apply for or update our registration with SAFE or its local branches on behalf of our employees who receive options 
or other equity-based incentive grants under our share incentive plan or material changes in our share incentive plan. However, we may not always be able 
to make applications or update our registration on behalf of our employees who hold any type of share incentive awards in compliance with SAFE Circular 
7, nor can we ensure you that such applications or update of registration will be successful. If we or the participants of our share incentive plan who are 
PRC citizens fail to comply with SAFE Circular 7, we and/or such participants of our share incentive plan may be subject to fines and legal sanctions, there 
may be additional restrictions on the ability of such participants to exercise their share options or remit proceeds gained from sale of their shares into the 
PRC, and we may be prevented from further granting share incentive awards under our share incentive plan to our employees who are PRC citizens.
Our leased property interests may be defective and our right to lease the properties may be challenged.
According to the PRC Land Administration Law, land in urban districts is owned by the state. The owner of a property built on state-owned land 
must possess the proper land and property title certificate to demonstrate that it is the owner of the premises and that it has the right to enter into lease 
contracts with the tenants or to authorize a third party to sublease the premises. Certain landlords of our learning center locations have failed to provide the 
title certificates to us. Our right to lease the premises may be interrupted or adversely affected if our landlords are not the property owners and the actual 
property owners should appear.
In addition, the title certificate usually records the approved use of the state-owned land by the government and the property owner is obligated to 
follow the approved use requirement when making use of the property. In the case of failure to utilize the property in accordance with the approved use, the 
land administration authorities may order the tenant to cease utilizing the premises or even invalidate the contract between the landlord and the tenant. If 
our use of the leased premises is not in full compliance with the approved use of the land, we may be unable to continue to use the property, which may 
cause disruption to our business.
Our failure to comply with certain requirements under labor contract laws in the PRC may adversely affect our results of operations.
The current PRC labor contract law imposes greater liabilities on employers and significantly affects the cost of an employer’s decision to reduce its 
workforce. Furthermore, the PRC government has promulgated new laws and regulations to enhance labor protections in recent years, such as the Labor 
Contract Law and the Social Insurance Law. If we are subject to penalties or incur significant liabilities in connection with labor disputes or investigations, 
our business and results of operations may be adversely affected.
 
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The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, or the 
HFCA Act. If the PCAOB is unable to conduct such inspections for two consecutive years beginning in 2021, the SEC will prohibit the trading of our 
ADSs. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, 
the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections.
The Holding Foreign Companies Accountable Act, or the HFCA Act, was signed into law on December 18, 2020. The HFCA Act states if the SEC 
determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three 
consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-
counter trading market in the United States.
On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, or the AHFCA Act, which was signed 
into law on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges 
if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. 
On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCA Act, pursuant 
to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered 
public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the 
foreign jurisdiction.
On December 16, 2021, the PCAOB issued PCAOB Determination Report to notify the SEC of its determination that the PCAOB is unable to 
inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.
On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Protocol”) with the CSRC and the Ministry of Finance 
(“MOF”) of the People's Republic of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong. The Protocol 
remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, 
the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to 
the SEC.
On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public 
accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous PCAOB Determination Report to the contrary. 
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public 
accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our 
auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and 
investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume 
regular inspections in early 2023 and beyond. The PCAOB is required under the HFCA Act to make its determination on an annual basis with regards to its 
ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong. Should the PCAOB again encounter 
impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, the 
PCAOB will make determinations under the HFCA Act as and when appropriate.
Our current auditor, Marcum Asia CPAs LLP, or MarcumAsia, the independent registered public accounting firm that issues the audit report 
included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public 
Company Accounting Oversight Board (United States), or the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts 
regular inspections to assess its compliance with the applicable professional standards. MarcumAisa, whose audit report is included in this annual report on 
Form 20-F, is headquartered in New York, New York, and is subject to inspection by the PCAOB on a regular basis. As a result, we do not expect to be 
identified as a “Commission-Identified Issuer” 
 
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under the HFCA Act for the fiscal year ended February 29, 2024 after we file our annual report on Form 20-F for such fiscal year. 
However, recent developments with respect to audits of China-based companies create uncertainty about the ability of MarcumAsia to fully 
cooperate with a PCAOB request for audit working papers without the approval of the Chinese authorities, as MarcumAsia’s audit working papers related 
to us are located in China. We can offer no assurance that we will be able to retain an auditor that would allow us to avoid a trading prohibition for our 
securities under the HFCA Act. 
Furthermore, these recent developments could also add uncertainties and we cannot assure you that the New York Stock Exchange (“NYSE”) or 
regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and 
quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our 
financial statements. If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. 
exchange or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or 
purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. 
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse 
impact on our business, financial condition, and prospects.
Risks Related to our Ordinary Shares and ADSs
The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.
The trading price of our ADSs is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of 
broad market and industry factors, akin to the performance and fluctuation of the market prices of other companies with business operations located mainly 
in the PRC that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities 
on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their 
initial public offerings. The trading performances of these Chinese companies’ securities after their offerings may affect the perception and attitudes of 
investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our ADSs, regardless of 
our actual operating performance.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile due to a number of factors, including 
the following:
•
regulatory developments affecting us or our industry;
•
actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;
•
changes in the market condition, market potential and competition in our industry;
•
announcements by us or our competitors of new education services, expansions, investments, acquisitions, strategic partnerships or joint 
ventures;
•
fluctuations in global and Chinese economies;
•
changes in financial estimates by securities analysts;
•
adverse publicity about us;
•
additions or departures of our key personnel and senior management;
 
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•
release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;
•
potential litigation or regulatory investigations; and
•
proceedings instituted recently by the SEC against five PRC-based accounting firms, including our independent registered public accounting 
firm.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability 
in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and 
other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. 
Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is 
successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and 
results of operations.
Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
Sales of substantial amounts of our ADSs in the public market, or the perception that these sales could occur, could adversely affect the market price 
of our ADSs. The total number of ordinary shares outstanding as of February 29, 2024 was 21,163,416. The ADSs sold in our initial public offering will be 
freely tradable by persons other than our “affiliates” without restriction or further registration under the Securities Act. All of the other ordinary shares 
outstanding are available for sale, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Certain major 
holders of our ordinary shares have the right to request us to register under the Securities Act the sale of their shares, subject to the applicable lock-up 
periods in connection with our initial public offering. Registration of these shares under the Securities Act would result in ADSs representing these shares 
becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares 
in the form of ADSs in the public market could cause the price of our ADSs to decline significantly.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our 
ADSs and trading volume could decline.
The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. 
If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or 
publishes inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease 
coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market 
price or trading volume for our ADSs to decline.
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As 
a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for 
any future dividend income.
 
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Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In 
addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. In either 
case, all dividends are subject to certain restrictions under Cayman Islands law, namely our company may pay a dividend out of either profit or share 
premium account, and provided always that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as 
they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future 
dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of 
distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of 
directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. On January 
16, 2018, we declared dividends of US$20 million to holders of our company’s ordinary shares of record as of February 1, 2018. Except for the foregoing, 
we have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the foreseeable future on our shares or 
ADSs. We cannot guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a 
return on your investment in our ADSs and you may even lose your entire investment in our ADSs.
We believe that we were a passive foreign investment company for United States federal income tax purposes for our taxable year ended February 29, 
2024, and we may be a PFIC for our current taxable year, which could result in adverse United States federal income tax consequences to United 
States holders of our ADSs or ordinary shares. 
Based on the market price of our ADSs, the value of our assets and the composition of our income and assets, we believe that we were a “passive 
foreign investment company” for United States federal income tax purposes (a “PFIC”) for our taxable year ended February 29, 2024 and we may be a 
PFIC for our current taxable year. We will be a PFIC for United States federal income tax purposes for any taxable year if either (1) at least 75% of our 
gross income for such year is passive income or (2) at least 50% of the value of our assets (generally based on an average of the quarterly values of the 
assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. Because a separate 
determination must be made after the close of each taxable year as to whether we were a PFIC for that year, we cannot assure you that we will or will not 
be a PFIC for the current or any future taxable year. Such determination may depend in part upon the value of our goodwill and other unbooked intangibles 
not reflected on our balance sheet (which may depend upon the market price of the ADSs or ordinary shares from time to time, which may fluctuate 
significantly) and also may be affected by how, and how quickly, we spend our liquid assets and the cash we generate from our operations and raise in any 
offering. 
Because we believe that we were a PFIC for our taxable year ended February 29, 2024, certain adverse United States federal income tax 
consequences could apply to United States Holders (as defined in “Item 10. Additional Information — E. Taxation — Certain United States Federal Income 
Tax Considerations”) with respect to any “excess distribution” received from us and any gain from a sale or other disposition of the ADSs or ordinary 
shares. See “Item 10. Additional Information — E. Taxation — Certain United States Federal Income Tax Considerations — Passive Foreign Investment 
Company.” 
Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our 
ordinary shares and ADSs.
We have adopted a second amended and restated memorandum and articles of association. Our memorandum and articles of association contain 
provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could 
have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties 
from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority subject to any 
resolution of the shareholders to the contrary, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, 
and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting 
rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form 
of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make 
removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other 
rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.
 
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are 
incorporated under Cayman Islands law and we conduct the majority of our operations in China.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and 
articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders 
to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a 
large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited 
judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, 
but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are 
not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands 
has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially 
interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder 
derivative action in a federal court of the United States.
The Cayman Islands courts are also unlikely (i) to recognize or enforce against us judgments of courts of the United States based on certain civil 
liability provisions of U.S. securities laws, or (ii) to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil 
liability provisions of U.S. securities laws that are penal in nature.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will, 
at common law, recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without any re-examination of the merits of 
the underlying dispute based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the 
liquidated sum for which judgment has been given provided certain conditions are met. In addition, as a company primarily operating in China, there are 
significant legal and other obstacles for U.S. authorities to obtaining information needed for investigations or litigations. Moreover, local authorities often 
are constrained in their ability to assist U.S. authorities and overseas investors. For example, according to Article 177 of the PRC Securities Law which 
became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the 
territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual 
may provide the documents and material relating to securities business activities to overseas parties.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our 
management, members of our board of directors or our large shareholders and limited remedies than they would as public shareholders of a company 
incorporated in the United States. 
Certain judgments obtained against us by our shareholders may not be enforceable.
We are an exempted company incorporated in the Cayman Islands and all of our assets are located outside of the United States.
All of our current operations are conducted in the PRC. In addition, all of our current directors and officers, namely Peiqing Tian, Yi Zuo, Shaoqing 
Jiang, Zongwei Li and Bing Yuan, reside within mainland China and Hong Kong and all of their assets are located outside the United States. As a result, it 
may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your 
rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the 
Cayman Islands and of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers. 
 
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In addition, judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements 
providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. There is uncertainty as to whether the courts of 
Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil 
liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong 
against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the 
United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong 
court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the 
foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing 
authority or a fine or other penalty) and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so 
enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its 
enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or 
(e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the 
United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of 
United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory 
within the United States.”
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable 
to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the 
United States that are applicable to U.S. domestic issuers, including:
•
the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
•
the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the 
Exchange Act;
•
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for 
insiders who profit from trades made in a short period of time; and
•
the selective disclosure rules by issuers of material nonpublic information under Regulation.
In addition, we intend to publish our results semiannually through press releases, distributed pursuant to the rules and regulations of the New York 
Stock Exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information 
we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic 
issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. 
domestic issuer.
 
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As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance 
matters that differ significantly from the corporate governance listing standards under the New York Stock Exchange; these practices may afford less 
protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards under the New York Stock 
Exchange.
As a Cayman Islands company listed on New York Stock Exchange, we are subject to the corporate governance listing standards under the New 
York Stock Exchange. However, New York Stock Exchange Listed Company Manual permits a foreign private issuer like us to follow the corporate 
governance practices of its home country.
Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the corporate governance 
listing standards under the New York Stock Exchange. Shareholders of exempted companies in the Cayman Islands like us have no general rights under 
Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our 
articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not 
obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts 
necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. We currently follow and intent to 
continue to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of New York Stock Exchange that a 
listed company must have (i) a majority of the board be independent; (ii) an audit committee of at least three independent directors; and (iii) hold an annual 
meeting of shareholders no later than one year after the end of our fiscal year. Certain corporate governance practices in the Cayman Islands, which is our 
home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. 
To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less 
protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. 
The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your 
ordinary shares.
Holders of ADSs do not have the same rights as our registered shareholders. As a holder of our ADSs, you will not have any direct right to attend 
general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which are carried by the 
underlying ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the 
deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. Upon receipt of your voting 
instructions, the depositary will vote the ordinary shares underlying your ADSs in accordance with these instructions. You will not be able to directly 
exercise your right to vote with respect to the underlying ordinary shares unless you withdraw the shares and become the registered holder of such shares 
prior to the record date for the general meeting. Under our second amended and restated memorandum and articles of association, the minimum notice 
period required to be given by our company to our registered shareholders for convening a general meeting is seven days.
When a general meeting is convened, you may not receive sufficient advance notice of the meeting to withdraw the underlying ordinary shares 
represented by your ADSs and become the registered holder of such ordinary shares to allow you to attend the general meeting and to vote directly with 
respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our second amended and restated 
memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our 
directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting 
of such a record date may prevent you from withdrawing the ordinary shares underlying your ADSs and becoming the registered holder of such shares prior 
to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify 
you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to 
ensure that you can instruct the depositary to vote the underlying ordinary shares represented by your ADSs. In addition, the depositary and its agents are 
not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able 
to exercise your right to direct how the ordinary shares underlying your ADSs are voted and you may have no legal remedy if the ordinary shares 
underlying your ADSs are not voted as you requested. 
 
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The depositary for our ADSs will give us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not give voting instructions 
to the depositary to direct how the ordinary shares underlying your ADSs are voted, except in limited circumstances, which could adversely affect your 
interests.
Under the deposit agreement for the ADSs, if you do not give voting instructions to the depositary to direct how the ordinary shares underlying your 
ADSs are voted, the depositary will give us a discretionary proxy to vote the ordinary shares underlying your ADSs at shareholders’ meetings unless:
•
we have failed to timely provide the depositary with notice of meeting and related voting materials;
•
we have instructed the depositary that we do not wish a discretionary proxy to be given;
•
we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;
•
a matter to be voted on at the meeting would have a material adverse impact on shareholders; or
•
the voting at the meeting is to be made on a show of hands.
The effect of this discretionary proxy is that if you do not give voting instructions to the depositary to direct how the ordinary shares underlying 
your ADSs are voted, you cannot prevent the ordinary shares underlying your ADSs from being voted, except under the circumstances described above. 
This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this 
discretionary proxy. 
You may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to 
make them available to you.
The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other 
deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of 
ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution 
available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require 
registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may 
also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost 
of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws 
any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the 
distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our 
ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in 
the value of our ADSs.
You may experience dilution of your holdings due to inability to participate in rights offerings.
We may, from time to time, distribute rights to our shareholders, including rights to acquire securities.
Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities 
to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the 
provisions of the Securities Act.
The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be 
unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to 
these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to 
participate in our rights offerings and may experience dilution of their holdings as a result.
 
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You may be subject to limitations on transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it 
deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including 
in connection with corporate events such as rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its 
books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to 
deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the 
depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the 
deposit agreement, or for any other reason.
 
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ITEM 4.	INFORMATION ON THE COMPANY
A.	 History and Development of the Company
We began our operations in March 2007, when our Chairman, Mr. Peiqing Tian, founded Shanghai Four Seasons Education Investment 
Management Co., Ltd. in Shanghai. In 2010, we established our first learning center providing after-school math education services to elementary school 
students. With the growth of our business and in order to facilitate international capital investment in our company, we incorporated Four Seasons 
Education (Cayman) Inc., or Four Seasons Education Cayman, to become our offshore holding company under the laws of the Cayman Islands in June 
2014. Further, in June 2014, Four Seasons Education Cayman established a wholly-owned subsidiary in Hong Kong, namely Four Seasons Education 
(Hong Kong) Limited, or Four Seasons Education HK. Shanghai Fuxi Information Technology Service Co., Ltd., or Shanghai Fuxi, was then incorporated 
in December 2014 as a wholly-owned subsidiary of Four Seasons Education HK.
 In November 8, 2017, we completed an initial public offering and listed our ADSs on the New York Stock Exchange under the symbol “FEDU”. 
On June 21, 2022, we effected a change in the ratio of our ADSs to common shares from two ADSs representing one ordinary share to one ADS 
representing ten ordinary shares.
B.	
Business Overview
We provide a wide variety of learning and tourism services in China. 
We started our business initially focusing on math education for elementary school students in Shanghai, from where we actively seeking to expand 
during the past years.
We always keep a keen prospective for the evolving and developing industry. In addition to the course offerings that target improving learners and 
customers’ academic performance, we also began to expand our offerings by introducing study camp and learning trip. This expansion aligns with our 
broader vision of integrating education with travel, leveraging the increasing demand for immersive and interactive learning experiences. In compliance 
with regulatory policies promulgated in 2021, we ceased offering the K-9 Academic AST Services in mainland China at the end of 2021. We have since 
realigned our business focus towards tourism services, non-academic tutoring services as well as learning technology and content solutions to capture 
evolving customer needs. We are hosting a series of study camps, learning trips and interest-oriented classes, and have continued to integrate technology 
with learning, promote industry innovation, and lead industry development from our inception.
Our revenue was RMB125.4 million (US$17.4 million) in the 2024 fiscal year, compared with RMB34.2 million in the 2023 fiscal year, and 
RMB250.2 million in the 2022 fiscal year. In the 2024 fiscal year, we recorded a net income of RMB2.8 million (US$0.4 million), compared with the net 
loss of RMB33.5 million in the 2023 fiscal year and net loss of RMB118.7 million in the 2022 fiscal year. Our adjusted net income, which excludes share-
based compensation expenses, unrealized holding gain (loss) in investments, and impairment loss on long-lived assets (net of tax effect), was RMB5.7 
million (US$0.8 million) in the 2024 fiscal year, compared with adjusted net loss of RMB26.5 million in the 2023 fiscal year and adjusted net loss of 
RMB54.4 million in the 2022 fiscal year. For a detailed description of adjusted net income (loss), please see “Item 5. Operating and Financial Review and 
Prospects — A. Operating Results — Non-GAAP Measures.”
Our Offerings 
We are committed to maximizing a learner’s potential by providing access to an engaging learning experience empowered by our technology and 
content capabilities. We have crafted a wide variety of both learning and tourism products and services to address learners and customers’ evolving needs 
in well-rounded development.
We are currently offering, and evaluating, a broad range of learning programs that are aligned with our mission, core competencies, and learner 
demand. Our offerings are divided into learning services, tourism services and learning technology and content solutions.
Learning services
 
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Historically, we offered K-9 Academic AST Services in mainland China, which was ceased at the end of 2021 in compliance with regulatory 
policies promulgated in 2021. The revenues from offering K-9 Academic AST Services accounted for a substantial majority of our total revenues in the 
fiscal year 2021 and 2022.
Spurred by the strong market demand, we built on our experience on learning services. Equipped with robust content development capabilities, in 
recent years we offer a broad range of expertly designed enrichment learning programs, including science and creativity, humanities and aesthetics, and 
coding and programming. We have designed and implemented such enrichment learning programs by levels and tailored them to learners of different ages 
and varying interests.
As we continue to expand our non-academic offerings, we remain committed to providing our learners with a holistic educational experience that 
goes beyond the confines of traditional academic subjects. By nurturing their diverse interests and capabilities, we aim to empower them to become well-
rounded, adaptable, and intellectually curious individuals, poised to thrive in an ever-evolving global landscape.
Tourism Services
Our tourism services encompass two key components: trip-related services and study camp operations. These programs are designed to address the 
diverse needs of learners and customers, while contributing to their well-rounded development. By leveraging our technological and content capabilities, 
we are committed to delivering an engaging and enriching experience that maximizes the potential of every individual we serve.
Trip-Related Services
At the foundation of our business, we provide comprehensive travel agency services to meet the diverse needs of our customers. Our experienced 
team handles all aspects of trip planning and logistics, including flight and train ticket bookings, visa processing, hotel reservations, and ground 
transportation arrangements. Whether catering to individual travelers or large tour groups, we deliver seamless end-to-end travel management to ensure a 
hassle-free experience for our clients.
In addition to our core travel agency offerings, we have developed an extensive portfolio of specialized travel packages designed to cater to the 
unique interests and requirements of various customer segments. For instance, we offer educational travel programs for youth that incorporate pre-set 
curriculum themes and personal development activities. These specialized "study tour" packages provide enriching experiences that combine hands-on 
learning with cultural immersion. Recognizing the growing demand for travel offerings catered to seniors, we have also curated a range of specialized 
travel products targeting the mature demographic. These include wellness-focused itineraries emphasizing relaxation, healthy lifestyle activities, and 
cultural exploration. By partnering with seasoned travel guides and local experts, we are able to craft itineraries that deliver memorable experiences while 
addressing the specific needs of our senior customers, such as accessibility, safety, and comfort.
Through this comprehensive suite of trip-related services, we are able to cater to the evolving needs of our diverse customer base, delivering 
enriching travel experiences that create lasting memories. We remain committed to innovation and continuous improvement in order to solidify our position 
as a trusted partner for all travel-related requirements.
Study camp operations and constructions
In alignment with the National Science Quality Action Outline of the Plan (2021-2035) issued by the State Council, we have strategically integrated 
information technology and hands-on learning experiences into our suite of educational offerings. Collaborating with leading cultural institutions, historic 
sites, and prestigious universities, we have developed immersive study camp programs that holistically cultivate our participants' academic and personal 
capabilities.
Our study camp operations and constructions have experienced steady progress, both in terms of facility enhancements and geographic expansion. A 
new study camp site is currently under construction in Jiangxi province, with some facilities expected to open in the near future. By leveraging cutting-edge 
technologies and forging strategic collaborations, we aim to elevate this camp as a pioneering model for immersive, technology-enabled learning.
 
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Learning Technology and Content Solutions
We have continued to invest in learning technology and content solutions empowering other industry players including educational institutions, in 
particular primary and middle schools. Driven by real-world needs and pain points faced by these schools, we have created, developed and launched a 
broad array of learning technology and content solutions customized for various close-loop learning scenarios encompassing teaching, learning and content 
development.
125 well-known K-12 schools and institutions have invited us to deliver our proprietary courses to their students since our inception. Typically, our 
courses are delivered by our own teachers at these schools through after-school math clubs or interest groups. We charge each school a lump sum 
cooperation fee and service fees calculated based on fixed hourly rates. We have found our courses incorporating hands-on learning to be the most popular, 
including our Wisdom in Mathematics module, which introduces math concepts through games and toys such as Sudoku and Rubik’s Cube, our 
Mathematics Magic House module, which consists of math stories and games, and our logic thinking module.
Our Learning and Travel Experiences
We have established a dynamic process for curating and updating our learning and travel experience offerings to meet the evolving needs of our 
customers. Our content and experience design is an iterative process, drawing insights from the diverse backgrounds and expertise of our team as well as 
the feedback and changing preferences of our participants. Leveraging our deep understanding of modern learners, we craft programs that cultivate 
intellectual curiosity, practical skills, and personal growth. The overwhelmingly positive response from our customers underscores the effectiveness of this 
holistic approach.
We also continuously refine and enhance our offerings based on participant feedback and our analysis of engagement metrics. This agile content 
development and update process allows us to rapidly respond to market trends and deliver exceptional value to our customers.
While we develop a significant portion of our programs in-house, we also collaborate with renowned experts, cultural institutions, and tourism 
partners to co-create unique experiences that expand the breadth and depth of our portfolio. We are committed to further diversifying and enriching our 
learning and travel experiences to deliver even more impactful and memorable journeys for our participants.
Our Faculty
We believe that our faculty is critical to maintaining the quality of our services and promoting our brand and reputation. Our total number of 
teachers is 83 as of February 29, 2024. As of February 29, 2024, approximately 96% of our teachers had bachelor’s degrees and above.
We strive to give our faculty a supportive working environment, providing our faculty members with abundant opportunities for career development 
and advancement. We offer competitive salary and benefit packages, and make great efforts to build a congenial academic and workplace culture among 
our faculty. We do not encourage or require our teachers to recruit learners or promote our learning contents on their own, which allows them to focus on 
teaching and knowing the demand of our learners. We encourage our faculty to learn at the same time that they are teaching, try out innovative teaching 
methods and hone their own skills. We believe that our culture promotes self-improvement and a sense of satisfaction from teaching. 
Our faculty recruitment process is highly selective. We require our candidates to pass a series of exams, interviews and mock lectures and three 
months of training programs before they can become our trainee teachers and start their probation period. During the recruitment process, we mainly focus 
on candidates’ academic background, communication skills and classroom demeanor. We generally recruit our teachers through on-campus recruitment of 
university graduates and from time to time through referrals or online channels. We encourage teachers to put their own spin on their classes to keep 
learners engaged. Therefore, we also target our faculty recruiting toward candidates with energetic and positive personalities who can connect with and 
motivate our learners.
 
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All of our teachers are required to attend our on-the-job training programs to ensure their familiarity with our latest learning content and our 
software and facilities. We design and implement in-house training programs for our teachers, which consist of courses on specific subjects and teaching 
techniques. Each teacher participates in a two-month orientation training session when first joining us, as well as a 48-hour on-the-job training program in 
each subsequent year. In addition, we continuously monitor our teachers’ mastery of their subject matter, teaching skills, and communication abilities. We 
have implemented nine tiers of pay grades for our faculty members, and through a stringent internal review process, our faculty members can be promoted 
to higher tiers based on a comprehensive evaluation of their teaching effectiveness and their delivery of teaching services, including their patience in 
answering learner questions and proactiveness in following up on learners’ needs.
Competition
The learning solution and enrichment activity market in China is rapidly evolving, highly fragmented and competitive. We face competition in each 
type of products and services we offer and each geographic market in which we operate. We mainly face competition from other existing major players in 
the learning solution and enrichment activity market who also provide learning services, as well as learning technology solutions and learning content 
products. Additionally, China’s travel industry is highly competitive. We compete primarily with other travel agencies, including domestic and foreign 
consolidators of hotel accommodation and airline tickets as well as traditional travel agencies. As China’s travel market continues to evolve, we may be 
faced with increased competition from new domestic travel agencies, including the ones operated by other major internet companies, or international 
players that seek to expand into China. We may also face increasing competition from hotels and airlines as they increase their direct selling efforts or 
engage in alliances with other travel service providers, as well as content platforms and social networks entering into the travel industry.
There may be new entrants emerging, in each of our business lines, and these market players compete to attract, engage and retain learners and 
customers. We believe the principal competitive factors in our business include the following:
•
reputation and brand;
•
learning-centric technology and content capabilities;
•
overall learner and customer experience;
•
type and quality of products and services offered;
•
ability to effectively tailor service and product offerings to specific needs of learners; and
•
ability to attract, train and retain high quality faculty members.
We believe that we compete favorably with our competitors on the basis of the above factors. However, some of our competitors may have greater 
access to financing and other resources, and a longer operating history than us. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our 
Business — We face significant competition, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely 
affected.”
Data Privacy and Security
We are committed to protecting data privacy and security. We have internal rules and policies on data collection, processing and usage, as well as 
protocols, systems and technologies in place to ensure the confidentiality and integrity of our data. We are subject to PRC laws and regulations governing 
the collection, storing, sharing, using, processing, disclosure and protection of personal information and other data and the relevant risks and uncertainties. 
See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Our business is subject to various evolving PRC laws 
and regulations regarding data privacy and cybersecurity. Failure of cybersecurity and data privacy concerns could subject us to penalties, damage our 
reputation and brand, and harm our business and results of operations.” 
Intellectual Property
 
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Our business relies substantially on the creation, use and protection of our proprietary learning content materials. We have copyrights for our 
original content materials, including practice books, course videos and study software programs. Other forms of intellectual property include our 
trademarks, domain names and patents. As of February 29, 2024, we had 25 registered trademarks, 20 copyrights (including 8 works copyrights and 12 
software copyrights), 9 registered patents. In addition, as of February 29, 2024, we have registered 35 domain names, including sijiedu.com. 
We believe the protection of our trademarks, copyrights, domain names, trade names, trade secrets and other proprietary rights is critical to our 
business, and we protect our intellectual property rights by relying on local laws and contractual restrictions. More specifically, we rely on a combination of 
trademark, fair trade practice, copyright and trade secret protection laws in the PRC as well as confidentiality procedures and contractual provisions to 
protect our intellectual property and our trademarks. We enter into confidentiality agreements with our employees, and have confidentiality arrangements 
with our business partners. We also actively engage in monitoring and enforcement activities with respect to infringing uses of our intellectual property by 
third parties.
While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation of the 
intellectual property created by or licensed to us. Also, we cannot be certain that the course materials that we license, and our redesign of these materials, 
do not or will not infringe on the valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings 
and claims from time to time relating to the intellectual property of others, as discussed in “Item 3. Key Information — D. Risk Factors — Risks Related to 
Our Business — We may encounter disputes from time to time relating to our use of intellectual property of third parties.”
Insurance
We maintain various insurance policies to safeguard against risks and unexpected events. We maintain insurance to cover our liability should any 
injuries occur at our schools or at travel agency. We maintain medical insurance for our employees and management, maintain public liability insurance 
which covers property damage and casualty damage in accidents, and we also maintain travel agent liability insurance which covers personal or property 
damages to our tourists during the conduct of the tourism business activities held by our travel agencies. We do not have property, business interruption, 
general third-party liability, product liability or key-man insurance. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — 
We have limited insurance coverage with respect to our business and operations.” We consider our insurance coverage to be in line with that of other 
learning service providers of similar size in the PRC.
Regulation 
This section sets forth a summary of the most significant laws, rules and regulations that affect our business activities in China and our shareholders’ 
rights to receive dividends and other distributions from us.
Regulations Relating to Foreign Investment in Education
Foreign Investment Law
On March 15, 2019, the National People’s Congress reviewed the submitted draft and approved the Foreign Investment Law, which came into effect 
on January 1, 2020. The Foreign Investment Law replaces the three laws on foreign investment (the Wholly Foreign-owned Enterprise Law, the 
Cooperative Joint Venture Law of the PRC and the Equity Joint Venture Law of the PRC) and the Foreign Investment Law provides a five-year transition 
period for the existing foreign invested enterprises, or the FIEs, to adjust their business structures. 
On December 26, 2019, the State Council issued the Implementation Rules of the Foreign Investment Law, which came into effect on January 1, 
2020, to clarify and elaborate relevant provisions of the Foreign Investment Law. The Foreign Investment Law and its implementation regulations 
emphasize the principle of applying “national treatment” to foreign investors. Industries that are not listed in the negative list issued by, amended or 
released upon approval by the State Council from time to time are permitted areas for foreign investments, and are generally open to foreign investment 
unless specifically restricted by other PRC regulations.
 
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Special Administrative Measures (Negative List) for Foreign Investment Access
Pursuant to the Foreign Investment Industries Guidance Catalog (2015 Revision), which was promulgated by the National Development and Reform 
Commission, and the Ministry of Commerce, and became effective on April 10, 2015, industries are classified into three categories: encouraged, restricted 
and prohibited. An industry not expressly listed on this catalog, such as operation of a training institution, is generally open to foreign investment unless 
specifically restricted or prohibited by other PRC regulations.
The Special Administrative Measures (Negative List) for Foreign Investment Access (2018 Revision), which was promulgated on June 28, 2018 and 
took effect on July 28, 2018 replacing the abovementioned Foreign Investment Industries Guidance Catalog (2015 Revision), contains the same types of 
industry categories, with operation of training institution also open to foreign investment unless specifically restricted or prohibited by other PRC 
regulations.
The current effective negative list is the Special Administrative Measures (Negative List) for Foreign Investment Access, or the 2021 Negative List, 
which became effective on January 1, 2022. Pursuant to the 2021 Negative List, operation of training institution is outside the scope of the 2021 Negative 
List, which indicates that this is open to foreign investment, while a preschool, a regular senior secondary school, or a higher education institution shall 
only be operated by Chinese-foreign contractual joint ventures, under the control of the Chinese party (the principal or the chief executive shall be a 
Chinese citizen, and the council, board of directors, or joint management committee shall consist of members from the Chinese party accounting for no less 
than one half of the total number of members).
Regulation on Sino-foreign Cooperation in Operating Schools and its Implementing Rules
Sino-foreign cooperation in operating schools in China is governed by the Regulation on Sino-foreign Cooperative Education (2019 Revision) 
promulgated by the State Council and the Implementing Rules for Sino-foreign Cooperative Education (2004) issued by the Ministry of Education. These 
rules encourage substantive cooperation between PRC educational organizations and foreign educational organizations with the relevant qualifications and 
experience in providing high quality education to jointly operate various types of schools in China. Any Sino-foreign cooperative school and cooperation 
education program shall be approved by the relevant PRC authorities and obtain a permit for Sino-foreign cooperation in operating schools.
Additionally, the Implementation Opinions of the Ministry of Education on Encouraging and Guiding the Entry of Private Capital in the Education 
Sector and Promoting the Healthy Development of Private Education (2012) encourage private investment and foreign investment in the education sector. 
According to these opinions, the proportion of foreign investment in a Sino-foreign cooperative education institution shall be less than 50%.
Regulations Relating to Private Education
PRC Education Law
The PRC Education Law (1995) promulgated by the PRC National People’s Congress stipulates that it is the government that formulates plans for 
the development of education, establishes and operates schools and other types of educational institutions, and in principle, enterprises, institution, social 
organizations and individuals are encouraged to operate schools and other types of educational organizations. Under the PRC Education Law, no 
organization or individual may establish or operate a school or any other educational institution for profit-making purposes. On December 27, 2015, the 
SCNPC published the Decision on Amendment of the Education Law, which became effective on June 1, 2016. The PRC Education Law (2015 Revision) 
limits the prohibition of establishment or operation of schools or other educational institutions for profit-making purposes to only schools or other 
educational institutions established with full or partial governmental funding or government donated assets, which implies that schools or other educational 
institutions may operate for profit-making purposes if such schools or institutions operate without governmental funds or donated assets. Thereafter, the 
PRC Education Law was newly amended by the SCNPC on 29 April 2021, and came into effect on April 30, 2021.
 
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The PRC Education Law also stipulates the basic conditions to be fulfilled for the establishment of a school or any other educational institution, and 
the establishment, modification or termination of a school or any other educational institutions shall, in accordance with the relevant PRC laws and 
regulations, go through the procedures of examination, approval, registration or filing.
Private Education Law and Its Implementation Rules
The Law for Promoting Private Education (2018 Revision), or the PRC Private Education Law, promulgated by the SCNPC on December 28, 2002 
and last amended on December 29, 2018 and the Implementation Rules for the Private Education Law (2021) which was newly revised on April 7, 2021 
and became effective on September 1, 2021, provide rules for social organizations or individuals to establish schools or other educational organizations 
using non-government funds in China. Such schools or educational organizations so established using non-government funds are referred to as “private 
schools.”
According to the Private Education Law, establishment of private schools for academic education, pre-school education, self-taught examination 
support and other cultural education are subject to approval by the authorities in charge of education at or above the county level, while establishment of 
private schools for vocational qualification training and vocational skill training are subject to approval by the authorities in charge of labor and social 
welfare at or above the county level. A duly approved private school will be granted a private school operating permit and shall be registered with the 
Ministry of Civil Affairs or its local counterparts as a private non-enterprise institution.
The Decision of the SCNPC on Amending the Private Education Law was promulgated on November 7, 2016 and became effective on September 1, 
2017. Under the amendment, the term “reasonable return” is no longer used and a new classification system for private schools is established based on 
whether they are established and operated for profit-making purposes. Sponsors of private schools may choose to establish non-profit or for-profit private 
schools at their own discretion. Nonetheless, school sponsors are not allowed to establish for-profit private schools that are engaged in compulsory 
education. In other words, the schools engaged in compulsory education should be non-profit schools after this amendment comes into force. We currently 
intend to register all of our schools as for-profit schools when allowed. However, most local authorities may delay accepting or approving applications of 
for-profit schools before the local implementing regulations are promulgated.
Implementing Measures for the Supervision and Administration of For-profit Private Schools
According to the Implementing Measures for the Supervision and Administration of For-profit Private Schools jointly promulgated by the Ministry 
of Education, the Ministry of Human Resources and Social Security, and the State Administration for Industry and Commerce on December 30, 2016, 
social organizations or individuals are permitted to run for-profit private colleges and universities and other higher education institutions, high schools and 
kindergartens, but are prohibited from running for-profit private schools implementing compulsory education. No definite effective date has been set for 
these measures.
According to these implementing measures, a social organization or individual running a for-profit private school shall have the financial strength 
appropriate to the level, type and scale of the school, and their net assets or monetary funds shall be sufficient for the costs of the school construction and 
development. Furthermore, the social organization running the for-profit private school shall be a legal person who is in good credit standing, and shall not 
be in the list of enterprises operating abnormally or the list of enterprises with serious breaches of law and discredited enterprises. Individuals running for-
profit private schools shall be PRC citizens who reside in China, be in good credit standing without any criminal record and enjoy political rights and 
complete civil capacity.
New Opinions and Notices for After-school Tutoring
In August 2018, the State Council issued its New Opinion on the Regulation of the Development of After-school Training Institutions, or the New 
Opinion, which primarily regulates extracurricular training institutions targeting K-12 students. The New Opinion provides certain detailed requirements 
for extracurricular training institution, including, among others, requirements for licenses and permits, training premises, safety conditions, fee collection, 
teaching staff and curriculum content.
 
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In October 2018, the Ministry of Education launched a special supervision campaign on extracurricular training institutions and required the local 
competent authorities to investigate the training institutions within their jurisdictions and requested such institutions to rectify any non-compliant activities. 
In December 2018, nine PRC governmental authorities, including the Ministry of Education, jointly promulgated the Notice on Measures for Alleviating 
the Burdens on K-12 Students, which reiterates the above requirements.
In addition, in November 2018, the Ministry of Education, the SAIC and the Ministry of Emergency Management of China jointly promulgated the 
Notice of Several Work Mechanisms for Strengthening Special Administration and Rectification of Extracurricular Training Institutions, or the New 
Notice. According to the New Notice, training institutions without certificates and institutions violating other requirements of laws and regulations shall be 
banned, the business licenses shall be revoked, and legal representatives of these institutions shall be restricted from providing training for elementary and 
secondary school students. Besides, if the existing fire safety conditions of training institutions do not meet requirements, training qualifications of these 
institutions shall be revoked.
In May 2020, the General Office of Ministry of Education issued the Notice on Negative List of Excessive and Advanced Training in Six Subjects 
of Compulsory Education (Trial). According to the Notice, extracurricular training institutions are prohibited from providing excessive and advanced 
training relating to six subjects, including Chinese, Math, English, Physics, Chemistry and Biology, for students in primary school and middle school. For 
example, the difficulties of education contents provided by extracurricular training institutions shall not exceed the difficulties of contents in textbooks used 
in corresponding compulsory education classes, the extracurricular education targeting students in primary schools shall not include contents to be taught in 
middle schools, and the extracurricular education targeting students in middle schools shall not include contents to be taught in high schools.
On July 24, 2021, the General Office of the CPC Central Committee and the General Office of the State Council issued the Opinions on Further 
Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education, or the Double Alleviating Opinions, which 
provides high-level polices related to requirements and restrictions on After-School Institutions, or the AST Institutions, especially that: (i) no new 
approvals shall be granted to AST Institutions providing tutoring service related to academic subjects in compulsory education stage, or Academic AST 
Institutions; (ii) existing Academic AST Institutions are required to convert themselves into non-profit institutions; (iii) an approval mechanism will be 
adopted with regard to the existing online Academic AST Institutions which previously filed with competent authorities; (iv) Academic AST Institutions 
are prohibited from raising funds through publicly listing or other capitalization operations; (v) listed companies are prohibited from investing in Academic 
AST institution or purchase Academic AST Institutions’ assets by means of issuance of shares or by cash; (vi) foreign investors are prohibited from 
investing in Academic AST Institutions through mergers and acquisitions, entrustment, franchise and variable interest entities; (vii) for non-academic 
tutoring, local authorities shall identify corresponding competent authorities for different tutoring categories, set forth standards and approve relevant non-
academic tutoring institutions. Furthermore, any existing behaviors in violation of the above restrictions are required to be rectified. In addition, The 
Double Alleviating Opinions further provides that no approvals will be granted to AST Institutions providing academic subjects tutoring service to pre-
school children (i.e. children from three to six years old) and ordinary senior high school students, that any online and offline tutoring service provided to 
pre-school children is strictly prohibited and that the administration in connection with Academic AST Institution targeting ordinary senior high school 
students shall be carried out by reference to the requirements and restrictions under the Double Alleviating Opinions.
 
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In addition, the Double Alleviating Opinions also provide a series of restrictions in connection with the operation of Academic AST Institutions, 
especially that: (i) a filing and inspection system and administration rules shall be adopted in connection with the training content provided and tutoring 
materials used by Academic AST Institutions and providing foreign training courses is prohibited; (ii) Academic AST Institutions shall not provide tutoring 
service during public holidays, weekends and school breaks; (iii) Academic AST Institutions shall not solicit teachers who works in the schools by making 
high salary commitment and staffs engaging in academic AST service must obtain teacher qualification certificates, and copies of such qualifications must 
be prominently displayed on Academic AST Institutions’ premises and website; (iv) Academic AST Institutions shall not disclose the parents’ and 
students’ personal information; (v) Academic AST Institutions shall adopt tuition standard based on market demands, costs and other factors and disclose 
such tuition standards for the public’s supervision; (vi) Academic AST Institutions shall adopt the form of service contract for after-school tutoring services 
provided to primary and secondary school students as formulated by governmental authorities; (vii) online after-school tutoring service shall not be 
provided after 21:00 each day with each lesson’s length of no more than thirty minutes and each lesson break’s length of no less than ten minutes; and (viii) 
the employment of foreign teachers shall be in compliance with relevant rules and regulations and employment of foreign teachers outside the PRC is 
prohibited. On August 24, 2021, Shanghai Municipal Education Commission promulgated the Implementation Opinions on Further Alleviating the Burden 
of Homework and After-School Tutoring for Students in Compulsory Education Stage, which reiterates the requirements and restrictions under the Double 
Alleviating Opinions and provides several implementation rules applicable to AST Institutions in Shanghai.
On February 8, 2022, the Chinese Ministry of Education, or the MOE issued the Key Points of Workstreams of the Year 2022 on its public website, 
indicating that the requirements for academic subjects tutoring for students on grade ten to twelve shall strictly refer to the requirements implemented to 
academic subjects tutoring for students in compulsory education.
 
Following the promulgation of the Double Alleviating Opinions, government authorities including the MOE and their corresponding local 
counterparts issued a series rules and regulations to implement the Double Alleviating Opinions:
•
Regulations related to classification of academic subjects and non-academic subjects in compulsory education stage
On July 28, 2021, the General Office of the MOE promulgated the Notice on Further Clarifying the Scope of Academic Subjects and Non-
academic Subjects with respect to After-School Tutoring Services in Compulsory Education Stage, which categorizes English tutoring 
services involving contents of courses contained in national curriculum standards as tutoring services on academic subjects.


On September 3, 2021, the General Office of MOE promulgated the Notice on Investigating and Handling of Disguised Academic After-
School Tutoring Service which reiterates the requirements and restrictions under the Double Alleviating Opinions and further provides that 
the local government authorities shall identify disguised academic after-school tutoring services and impose penalties on illegal academic 
after-school tutoring services under the guise of summer camp, crowd funded private teacher and etc.


On November 8, 2021, the General Office of MOE promulgated the Guide for Classification of After-School Tutoring Programs in 
Compulsory Education Stage or the AST Classification Guide. The AST Classification Guide requires provincial counterparts of the MOE to 
establish classification guidance system and expert identification system with regard to the scope of academic subject and non-academic 
subjects and proposes to adopt tutoring objectives, tutoring content, tutoring methods and tutoring evaluation methods as the factors in 
identification.

 
•
Regulations related to the registration and conversion of existing Academic AST Institutions
On August 24, 2021, the General Office of the MCA issued the Notice on Further Strengthening the Registration Administration of After-
School Tutoring Institutions, which requires local counterparts of the MCA to promote the registration and administration of Academic AST 
Institutions in accordance 
 
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with the Double Alleviating Opinions and the local counterparts of the MCA shall no longer grant approvals to any new AST Institutions 
providing service to pre-school children, and primary school and secondary school students.


On August 30, 2021, the General Office of MOE, together with the General Office of MCA and the General Office of SAMR issued the 
Notice on the Unified Registration of Academic After-School Tutoring Institutions in Compulsory Education Stage as Non-profit Institutions, 
which requires that: (i) existing for-profit Academic AST Institutions shall conduct de-registration procedure as for-profit entities and either 
stop providing academic AST service or covert themselves into a non-profit institutions through registration process with local counterparts 
of the MCA; and (ii) the ICP license held by existing online for-profit Academic AST Institutions who fail to rectify or to obtain approval as 
a non-profit institution shall be cancelled and such institutions shall be prohibited from online tutoring activities.


On September 10, 2021, the General office of MOE, together with five other governmental authorities promulgated the Notice on the 
Conversion of Filing Mechanism to Approval Mechanism regarding Existing Online Academic AST Institutions, which reiterates that an 
approval mechanism will be adopted with regard to the existing online Academic AST Institutions which previously filed with competent 
authorities and requires all existing online Academic AST Institutions shall convert themselves into non-profit institutions by registration 
with local counterparts of the MCA by the end of 2021.
 
•
Regulations related to non-academic AST institutions

On March 3, 2022, the MOE jointly with SAMR and NDRC promulgated the Notice on Regulating Non-Academic After-school Training 
Institutions, which provide that, among others, (i) non-academic AST institutions shall have the corresponding qualifications and their staffs 
shall have the corresponding proofs for their profession; (ii) non-academic AST institutions shall ensure that training contents and training 
methods are suitable for the age, mental and physical characteristics and cognitive level of students; (iii) the training contents, training hours, 
charging items, charging standards and other information of non-academic after school tutoring institutions shall be made public and subject 
to public supervision; (iv) non-academic AST institutions shall use the form of service contract for after-school training activities provided to 
primary and secondary school students, strictly performing contractual obligations and regulating its charging behaviors; (v) non-academic 
after school tutoring institutions’ unfair competition by fictitious original prices, false discounts, false publicity, monopolistic behaviors and 
any form of price fraud are prohibited; (vi) the pre-collection of fees by non-academic AST institutions shall be deposited to the special 
account for fee collection and tuition fees shall not be collected in a lump sum, or in disguised form of recharging or measured cards for more 
than 60 classes or for a course length of more than three months; and (vii) non-academic AST institutions shall comply with requirements 
relating to premise, facilities and fire safety.

In addition, the Alleviating Burden Opinion Regarding Compulsory Education also requires that local governments shall clarify the 
competent authorities of non-academic after school tutoring institutions, by classifying sports, culture and art, science and technology and 
other non-academic subjects, formulate standards among different classification of non-academic tutoring and conduct strict examination 
before permitting.

On November 30, 2022, the MOE and relevant authorities published Opinions on Regulation of Non-Academic After-School Tutoring for 
Primary and Secondary School Students, which provide that, among others, (i) local governments shall identify corresponding competent 
authorities for different tutoring categories and set forth basic standards; (ii) non-academic tutoring institutions shall comply with 
requirements relating to premise, facilities, fire safety, environment protection and food safety; (iii) practitioners shall have corresponding 
capability or certificates for different tutoring categories, and 
 
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tutoring institutions shall not solicit or recruit primary and secondary school teachers; (iv) non-academic online tutoring institutions shall 
obtain certificates issued by provincial government authorities; (v) class times shall not conflict with the teaching time of the local primary 
and secondary schools, and offline after-school trainings shall end no later than 8:30 p.m. and online live trainings shall end no later than 
9:00 p.m.; (vi) tuition fees collected by a tutoring institution shall not be collected in a lump sum for more than 60 course sessions, or for a 
course length of more than three months, or for more than 5,000 RMB, and tutoring institutions shall open a special bank account for the 
tuition fees and file the account information and other required information with government authorities. In addition, any violation under 
such opinions of a non-academic AST institutions shall be rectified accordingly by the end of June 2023.
•
Other Regulations related to AST institutions

On March 14, 2023, the MOE jointly with other four authorities issued the Administrative Measures for the Financial Management of After 
School Tutoring Institutions, which apply to the financial management activities of AST institutions that operate after-school tutoring for pre-
school children between the ages of 3 and 6, primary and secondary school students. These measures stipulate that, among others, (i) tutoring 
pre-paid fees (including collected in cash) shall be deposited into such institution’s special accounts and shall be separated from its own 
funds. Tutoring fees shall not be collected in such institution’s other accounts or any third party’s accounts; (ii) AST institutions shall not 
accept any tutoring fees paid by means of tutoring loans; (iii) AST institutions shall use the contract template jointly stipulated by General 
Office of the MOE and the SAMR for the after-school tutoring service, and clearly specify the tutoring fees, refund arrangement and dispute 
resolutions; AST institutions shall offer refunds for any remaining classes in a course to students who withdraw from the course in a timely 
manner.

On August 23, 2023, the MOE issued Interim Measures for Administrative Penalties on After-school Tutoring, which became effective on 
October 15, 2023. These interim measures set out the general requirements for administrative penalties for illegal after-school tutoring 
operated by any natural person, legal person or other organization that is offered to preschool children over 3 years of age, and primary and 
secondary school students. In particular, these interim measures provide that the following circumstances shall constitute illegal off campus 
tutoring, and relevant natural person, legal person or other organization conducting such illegal off-campus tutoring may be subject to various 
administrative penalties, such as orders to rectify or cease tutoring activities, returning fees charged, revocation of operation approval, 
warning, criticism and fines: (i) any natural person, legal person or other organization carries out after-school tutoring without the requisite 
permit and meets certain conditions, including having a specific tutoring facility for offline tutoring activities or a specific website or 
application for online tutoring activities, two or more tutoring personnel and corresponding organizational structure and division of work; (ii) 
any natural person, legal person or other organization carries out certain after-school academic tutoring activities in a disguised form without 
meeting the conditions as prescribed above but also without the requisite permit; (iii) any AST institutions carries out after-school tutoring 
beyond the scope of its private school operating permit; (iv) any after-school tutoring institution carries out after-school tutoring in violation 
of applicable laws and regulations; (v) any AST institutions has the problem of disorganized management; and (vi) any AST institutions 
organizes or participates in the organization of social competitions without approval for preschool children over 3 years of age, and primary 
and secondary school students.

On February 8, 2024, the MOE issued the Administrative Regulations on After-school Tutoring (Draft for Comments), which provide that, 
among other things, (i) AST institutions shall be administered by the classification of academic subjects and non-academic subjects; all AST 
institutions shall obtain corresponding after-school tutoring operating permit and possess legal personalities while the academic AST 
institutions for students in compulsory education shall complete registration as non-profit legal person; (ii) the permit to operate after-school 
tutoring shall be granted by the education administration authorities at or above the county level; online after-school tutoring institutions shall 
be subject to review and approval by provincial education administration authorities; for the permit to operate after-school tutoring, prior to 
the application is made to education administration authorities, the institution is required to obtain approval from corresponding competent 
authorities depending on the tutoring categories; where multiple competent authorities are involved, the application shall be submitted 
respectively; and (iii) the income of AST institutions collected from financing and tutoring fees shall be 
 
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mainly used for engaging in educational services, improving training conditions and guaranteeing the welfare of employees. However, unlike 
the Double Alleviating Burden Opinion and certain previous regulations implementing the Double Alleviating Burden Opinion, these draft 
administrative regulations no longer emphasize administration and supervision over academic AST institutions for students on grade ten to 
twelve shall be implemented by reference to the applicable provisions of the Alleviating Burden Opinion. As of the date of this annual report, 
these draft administrative regulations were released for public comment only, and their respective provisions and anticipated adoption or 
effective date may be subject to change.
We are closely monitoring the evolving regulatory environment and are making efforts to seek guidance from and cooperate with the government 
authorities to comply with these regulations and implementation measures and we have been taking necessary measures to comply with the above 
requirements. As part of its efforts to fully comply with the Opinion and applicable rules, regulations and measures, we ceased offering the K-9 Academic 
AST Services in mainland China at the end of 2021. We will continue to seek guidance from and work constructively with the government authorities in 
connection with other compliance efforts.
Opinions on Deepening the Reform of Education and Teaching and Comprehensively Improving the Quality of Compulsory Education
On June 23, 2019, the Central Committee of the Communist Party of China and the State Council issued Opinions on Deepening the Reform of 
Education and Teaching and Comprehensively Improving the Quality of Compulsory Education. According to the Opinions, the enrollment of private 
schools providing compulsory education shall be processed with that of public schools at the same time, and students shall be educated and trained 
comprehensively, including moral development, academic development, physical and mental health, interests and talents, and labor practices, etc.
Regulations on Filing of After-school Online Training
On July 12, 2019, the Ministry of Education, together with other five PRC authorities, jointly promulgated the Implementation Opinions on the 
Regulation of Extracurricular Online Training, which reinstates the filing requirement of extracurricular online training institutions and provides that the 
education authorities at provincial level should review the application documents submitted by extracurricular online training institutions, approve the 
filing applications submitted by qualified training institutions, and disclose qualified training institutions to the public. The filing information include ICP 
filings, approvals and licenses, personal information protection system, network security protection measures, introduction of courses, education plans, 
basic information of teachers, teacher qualification certificates, etc. In case of any change of the filing information, the extracurricular online training 
institution shall make filing for such updated information.
On February 24, 2020, Shanghai Municipal Education Commission, together with six other Shanghai authorities, jointly promulgated the Rules for 
Filings of Extracurricular Online Training in Shanghai, which came into effect on April 1, 2020. According to the Rules, extracurricular online training 
institutions shall submit filing documents through Shanghai Training Institutions Online Management Platform, and institutions shall be added into 
“Whitelist”, “Greylist” or “Blacklist” depends on the accuracy and completeness of filing materials and whether institutions comply with relevant laws and 
regulations according to filing materials.
On July 24, 2021, the General Office of the CPC Central Committee and the General Office of the State Council issued the Double Alleviating 
Opinions, which among other things requires that: (i) no new approvals shall be granted to Academic AST Institutions, including online Academic AST 
Institutions ; (ii) all existing Academic AST Institutions, including online Academic AST Institutions are required to convert themselves into non-profit 
institutions; (iii) an approval mechanism will be adopted to replace the filing mechanism applicable to online Academic AST Institutions, and all existing 
online Academic AST Institutions are subject to examination before being granted with private school operating permits. On August 24, 2021, the General 
Office of the MCA issued the Notice on Further Strengthening the Registration Management of After-School Tutoring Institutions, which reiterates that 
existing online Academic AST Institutions are required to convert themselves into non-profit institutions under the Double Alleviating Opinions. On 
September 10, 2021, the General Office of MOE, together with other five governmental authorities promulgated the Notice on the Conversion of Filing 
Mechanism to Approval Mechanism regarding Existing Online Academic AST Institutions, which reiterates the requirements to adopt approval mechanism 
with regard to the existing online Academic AST Institutions previously filed with competent authorities under the Double Alleviating Opinions and 
further requires that the online AST Institution shall:(i) establish physical offices and tutoring premise within the location where it is registered; (ii) own or 
lease performance-reliable server within mainland China; (iii) be in compliance with Cyber Security Law and Data Security Law and adopt grade three or 
higher cyber security protection standard. Moreover, the service provider of 
 
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education app shall establish data protection mechanism with regard to collection, storage, transmission, and use of personal information and education 
apps operated by online Academic AST Institutions which store personal information of more than one million people shall pass the impact assessment, 
certification, or compliance audit on personal information protection.
Local Regulations Relating to Commercial Private School
In late December, 2017, the People’s Government of Shanghai published the Implementation Opinions of Shanghai Municipal People’s Government 
on Promoting the Healthy Development of Private Education and the Administrative Measures of Shanghai Municipality on Classification License and 
Registration of Private Schools, pursuant to which the existing private schools should choose to be registered as either for-profit or non-profit before 
December 31, 2018. Those who choose to be registered as non-profit private schools shall amend their article of association before December 31, 2019, and 
those who choose to be registered as for-profit private schools shall make finance clearance, clarify the title of their properties, pay the tax related and re-
make registration before (i) December 31, 2020 for private colleges or universities; or (ii) December 31, 2020 for other private schools. 
On April 2, 2022, the Shanghai Municipal Education Commission, together with five other government authorities promulgated the Implementation 
Measures for the Establishment and Management of After-school Training Institutions in Shanghai, or the Shanghai Implementation Measures, effective 
from April 15, 2022, which raise certain requirements on establishment and management of AST institutions in Shanghai, including, among other things, 
(i) after-school tutoring institutions providing online or offline academic subject tutoring for students in compulsory education and high schools, and the 
tutoring in culture and art, sports, technology, and non-academic cultural knowledge for students in compulsory education and preschool-age children are 
required to obtain the relevant private school operating permit; (ii) academic and non-academic cultural knowledge after-school tutoring institutions shall 
be approved by the education administration authorities at the district level; after-school tutoring institutions that provide tutoring services in culture and 
art, sports, science and technology and other tutoring activities shall be approved by the education administration authorities together with the tourism, 
sports, science and technology and other administrative authorities at the district level; (iii) AST institutions shall use the form of service contract for after-
school training activities provided to primary and secondary school students, implement the training fee management policy formulated by the government, 
and cooperate with professional institutions such as commercial banks to open a special account for pre-collection of fees; and (iv) after-school training 
institutions established before the Shanghai Implementation Measures, intending to continue to provide tutoring in culture and art, sports, science and 
technology, and non-academic cultural knowledge for compulsory education and preschool-age children, shall, before December 31, 2023 or before 
changing the relevant registration items, follow the relevant laws, regulations, policies and the procedures to obtain the private school operating permit. On 
the same day, the Shanghai Municipal Education Commission, together with three other government authorities promulgated the Guidelines for Basic 
Service Requirements of After-school Training Institutions in Shanghai, effective from April 15, 2022, which details the basic service requirements for 
AST institutions in Shanghai, including, among other things, the requirements on the sponsors, premises, facilities, internal management, practitioners, 
training content and plans, fee management etc. and provides that institutions providing online tutoring should follow the PRC Cybersecurity Law and the 
Data Security Law, obtain the ICP License or complete the ICP filing and complete the grade-based cybersecurity protection system filing at or above 
Grade III.
In Jiangsu province, the education authority issued the Implementing Rules for the Supervision and Administration of For-profit Private Schools in 
Jiangsu Province on May 8, 2018, provides that, the establishment of for-profit private educational training institutions facing primary and secondary 
school students, including institutions that carry out supplementary tutoring, cultural and educational activities related to the school’s cultural and 
educational curriculum or to further studies and examinations, shall be examined and approved by the administrative department of education of 
government at or above the county level.
On March 3. 2019, the General Office of Anhui Provincial People's Government issued the implementation opinion of the development of 
standardized after-school training institutions, provides that, for after-school training institutions there are irregularities, around the establishment of a 
ledger and rectification program, a clear time frame for rectification, strengthen the rectification measures, accelerate the progress of rectification, one by 
one to account for the number. The deadline for the failure to complete the rectification of after-school training institutions, led by the education department 
in conjunction with the relevant departments in accordance with the law to deal with. For those after-school training institutions that have not obtained a 
license to operate and a business license, all of them will be closed down and rectified by the education department in conjunction with the relevant units 
and issued with a notice of rectification. For those who have the conditions for a license, the education department will guide them to do so; for those who 
do not meet the conditions for a license, the education department, in conjunction with 
 
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market supervision, civil affairs, human resources and social security departments, will order them to stop operating schools and dispose of them properly. 
For those who meet the setting standards and have obtained a school license and business license, but there are safety hazards of after-school training 
institutions, all implement rectification; there are major safety hazards, must be closed for rectification, by the education department in conjunction with the 
public security, emergency management, health, civil affairs, market supervision departments to put forward rectification views, issued a notice of 
rectification, rectification is not in place shall not resume business. 
Regulations on Value-Added Telecommunications Services
Licenses for Value-added Telecommunications Services
The PRC Telecommunications Regulations or the Telecommunications Regulations, promulgated by the State Council on September 25, 2000 and 
further amended with immediate effect on February 6, 2016, provide the regulatory framework for telecommunications services in the PRC. The 
Telecommunications Regulations classify telecommunications services into basic telecommunications services and value-added telecommunications 
services. Providers of value-added telecommunications services are required to obtain licenses for value-added telecommunications services. According to 
the Catalog of Telecommunications Services attached to the Telecommunications Regulations promulgated and most recently amended by the MIIT 
(formerly known as the Ministry of Information Industry of the PRC), on June 6, 2019, information services and the online data processing and transaction 
processing services provided via public communication network or the internet are value-added telecommunications services. 
In addition, as a subcategory of the value-added telecommunications services, internet information services are also regulated by the Administrative 
Measures on Internet Information Services, or the Internet Measures, which was promulgated by the State Council on September 25, 2000 and most 
recently amended with immediate effect on January 8, 2011. Internet information services are defined as “services that provide information to online users 
through internet”. The Internet Measures classify internet information services into non-commercial internet information services and commercial internet 
information services. Commercial internet information service providers shall obtain a license for value-added telecommunications services with a scope 
covering internet information service from MIIT or its local counterparts, while non-commercial ones shall file with such authorities.
The Administrative Measures for Telecommunications Businesses Operating Licensing, promulgated by the MIIT on March 1, 2009, most recently 
amended on July 3, 2017 and came into effect on September 1, 2017, set forth more specific provisions regarding the types of licenses required to operate 
value-added telecommunications services, the qualifications and procedures for obtaining such licenses and the administration and supervision of such 
licenses. Under these measures, a commercial operator of value-added telecommunications services must first obtain a license from the MIIT or its 
provincial counterpart, otherwise such operator may subject to penalties including corrective orders, warnings, fines and confiscation of illegal gains. In 
case of serious violations, the operator’s websites may be ordered to be shutdown.
Restrictions on Foreign Investment in Value-added Telecommunications Services
Pursuant to the 2021 Negative List and the Administrative Regulations on Foreign-Invested Telecommunications Enterprises, which were 
promulgated by the State Council on December 11, 2001 and latest amended on March 29, 2022, the ultimate percentage of capital contribution by foreign 
investor(s) in a foreign-invested enterprise conducting value-added telecommunications services (except for e-commerce, domestic multi-party 
communications, storage-forwarding and call centers) shall not exceed 50%. Before the latest amendment to the Administrative Regulations on Foreign-
Invested Telecommunications Enterprises, such administrative regulations provide that the primary foreign investor should have a good track record and 
operational experience in conducting value-added telecommunication services. However, pursuant to the latest amendment, the criterion of “having good 
track record and operational experience in value-added telecommunications businesses” has been removed 
 
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Pursuant to the Ministry of Information Industry Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-
added Telecommunications Services, issued by the MII) on July 13, 2006, domestic value-added telecommunications enterprises were prohibited to rent, 
transfer or sell licenses for value-added telecommunications services to foreign investors in any form, or provide any resources, premises, facilities or other 
assistance in any form to foreign investors for their illegal operation of any value-added telecommunications business in the PRC.
Pursuant to the Notice on the Pilot Program for Expanding the Opening up of Value-added Telecommunications Services promulgated by the MIIT 
On April 8, 2024, the restrictions on the shareholding percentage of foreign investors are abolished for engaging in one type of the information services, 
namely the information publishing platforms and delivery services (except internet news and information, online publishing, online audiovisual and 
internet cultural operations) in several pilot zones.
Regulations Relating to Online Transmission of Audio-Visual Programs
The Measures for the Administration of Publication of Audio-Visual Programs through Internet or Other Information Network, or the Audio-Visual 
Measures, promulgated by the State Administration of Press, Publication, Radio, Film and Television, or the SAPPRFT (currently known as the State 
Administration of Radio and Television), on July 6, 2004 and came into effect on October 11, 2004, apply to the activities relating to the opening, 
broadcasting, integration, transmission or download of audio-visual programs using internet or other information network. Under the Audio-Visual 
Measures, to engage in the business of transmitting audio-visual programs, a license issued by the SAPPRFT is required, and “audio-visual programs 
(including audio-visual products of films and televisions)” is defined under the Audio-Visual Measures as the audio-visual programs consisting of movable 
pictures or sounds that can be listened to continuously, which are shot and recorded using video cameras, vidicons, recorders and other audiovisual 
equipment for producing programs. FIES are not allowed to carry out such business. 
On April 13, 2005, the State Council promulgated the Certain Decisions on the Entry of the Non-state-owned Capital into the Cultural Industry. On 
July 6, 2005, five PRC governmental authorities, including the SAPPRFT, jointly adopted the Several Opinions on Canvassing Foreign Investment into the 
Cultural Sector. According to these regulations, non-state-owned capital and foreign investors are not allowed to engage in the business of transmitting 
audio-visual programs through information networks. However, the Audio-Visual Measures was repealed according to the Administrative Provisions on 
Audio-Visual Program Service through Special Network and Directed Transmission that was promulgated by the SAPPRFT on April 25, 2016, effective on 
June 1, 2016, which was further amended on March 23, 2021.
To further regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the 
territory of China, the SAPPRFT and the MIIT jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-
Visual Program Provisions, on December 20, 2007, which came into effect on January 31, 2008 and was last amended on August 28, 2015. Under the 
Audio-Visual Program Provisions, “internet audio-visual program services” is defined as activities of producing, redacting and integrating audio-visual 
programs, providing them to the general public via internet, and providing service for other people to upload and transmit audio-visual programs, and 
providers of internet audio-visual program services are required to obtain a License for Online Transmission of Audio-Visual Programs issued by the 
SAPPRFT, or complete certain registration procedures with the SAPPRFT. In general, providers of internet audio-visual program services must be either 
state-owned or state-controlled entities, and the business to be carried out by such providers must satisfy the overall planning and guidance catalog for 
internet audio-visual program service determined by the SAPPRFT. 
On April 8, 2008, SAPPRFT issued a Notice on Relevant Issues Concerning Application and Approval of License for the Online Transmission of 
Audio-Visual Programs, as amended on August 28, 2015, which sets out detailed provisions concerning the application and approval process regarding the 
License for Online Transmission of Audio-Visual Programs. According to the above regulations, providers of internet audio-visual program services that 
engaged in such services prior to the promulgation of the Audio-Visual Program Provisions are eligible to apply for the license so long as those providers 
did not violate the relevant laws and regulations in the past or their violation of the laws and regulations is minor in scope and can be rectified in a timely 
manner and they have no records of violation during the last three months prior to the promulgation of the Audio-Visual Program Provisions. Further, on 
March 31, 2009, SAPPRFT promulgated the Notice on Strengthening the Administration of the Content 
 
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of Internet Audio-Visual Programs, which reiterates the pre-approval requirements for the audio-visual programs transmitted via the internet, including 
through mobile networks, where applicable, and prohibits certain types of internet audio-visual programs containing violence, pornography, gambling, 
terrorism, superstition or other similarly prohibited elements.
On March 17, 2010, the SAPPRFT promulgated Tentative Categories of Internet Audio-Visual Program Services, or the Categories, which clarified 
the scope of internet audio-visual programs services, which was amended on March 10, 2017. According to the Categories, there are four categories of 
internet audio-visual program services which are further divided into seventeen sub-categories. The third sub-category to the second category covers the 
making and editing of certain specialized audio-visual programs concerning, among other things, educational content, and broadcasting such content to the 
general public online. However, there are still significant uncertainties relating to the interpretation and implementation of the Audio-Visual Program 
Provisions, in particular, the scope of “internet audio-visual programs.”
On March 16, 2018, the SAPPRFT promulgated the Notice on Further Regulating the Transmission Order of Internet Audio-Visual Program 
Services, providing that the classic literary works, radio, film and television programs, internet original audio-visual programs shall not be re-edited, re-
dubbed, re-subtitled or partly captured and consolidated as a new program without authorizations and providers of internet audio-visual program services 
shall strictly manage and supervise such re-edited programs uploaded by the internet users and shall not provide any transmission channel for those internet 
audio-visual programs which have political orientation issues, copyright issues or content issues.
Regulations on Production and Operation of Radio and Television Programs
On 19 July 2004, the SAPPRFT promulgated the Administrative Measures on the Production and Operation of Radio and Television Programs, 
which were last amended on December 1, 2020. These Measures are applicable for establishing institutions that produce and operate radio and television 
programs or for the production of radio and television programs like programs with a special topic, column programs, variety shows, animated cartoons, 
radio plays and television dramas and for activities like transactions and agency transactions of program copyrights. Pursuant to these Measures, any entity 
that intends to produce or operate radio or television programs must first obtain the Permit for Production and Operation of Radio and TV Programs from 
the SAPPRFT or its local branches.
Regulations Relating to Internet Culture Activities
On February 17, 2011, the Ministry of Culture, or MOC (currently known as the Ministry of Culture and Tourism), promulgated the Interim 
Administrative Provisions on Internet Culture, or the Internet Culture Provisions, which became effective on April 1, 2011 and was amended on December 
15, 2017. The Internet Culture Provisions require ICP services providers engaging in commercial “internet culture activities” to obtain an Internet Culture 
Business Operating License from the MOC. “Internet cultural activity” is defined in the Internet Culture Provisions as an act of provision of internet 
cultural products and related services, which includes (i) the production, duplication, importation, and broadcasting of the internet cultural products; (ii) the 
online dissemination whereby cultural products are posted on the internet or transmitted via the internet to end-users, such as computers, fixed-line 
telephones, mobile phones, television sets and games machines, for online users’ browsing, use or downloading; and (iii) the exhibition and comparison of 
the internet cultural products. In addition, “internet cultural products” is defined in the Internet Culture Provisions as cultural products produced, broadcast 
and disseminated via the internet, which mainly include internet cultural products specially produced for the internet, such as online music entertainment, 
online games, online shows and plays (programs), online performances, online works of art and online cartoons, and internet cultural products produced 
from cultural products such as music entertainment, games, shows and plays (programs), performances, works of art, and cartoons through certain 
techniques and duplicating those to internet for dissemination.
 
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The Internet Culture Provisions further classifies internet cultural activities into commercial internet cultural activities and non-commercial internet 
cultural activities. Entities engaging in commercial internet cultural activities must apply to the relevant authorities for a Network Cultural Business Permit, 
while non-commercial cultural entities are only required to report to related culture administration authorities within 60 days of the establishment of such 
entity. If any entity engages in commercial internet culture activities without approval, the cultural administration authorities or other relevant government 
may order such entity to cease to operate internet culture activities as well as levying penalties including administrative warning, fines up to RMB30,000 
and listing such entity on the cultural market blacklist to impose credit penalty in case of continued non-compliance. In addition, FIEs are not allowed to 
engage in the above-mentioned services except online music.
In accordance with the Administrative Measures for Content Self-Review by Network Culture Business Entities, issued by MOC on August 12, 
2013 and became effective on December 1, 2013, the entities that engage in the internet cultural business shall review the content of products and services 
to be provided before providing such content and services to the public. These entities shall establish content management system, set up departments for 
content management and employ proper personnel to ensure the legality of content. The content management system of an internet cultural business entity 
is required to specify the responsibilities, standards and processes for content review as well as accountability measures, and is required to be filed with the 
provincial level counterpart of the MCT.
Regulations on Travel Agency
On April 25, 2013, the SCNPC promulgated the Tourism Law of the PRC, which was last amended on October 26, 2018 and came into effect on the 
same day. This Law aims to protect tourists’ and tour operators’ legal rights, regulate travel market, protect and make a reasonable use of travel resources, 
and promote the development of travel industry, and sets forth specific requirements for the operation of travel agencies. According to the Tourism Law of 
the PRC, a travel agency established to attract, organize, and receive tourists, and provide tourism services for them shall meet certain conditions, obtain 
the permit from the administrative department of tourism and make industrial and commercial registration in accordance with law. Besides, Travel agencies 
are prohibited from (i) leasing, lending, or illegally transferring travel agency operation licenses, (ii) disseminating untrue or inaccurate information when 
soliciting customers and organizing tours or conducting any false publicity to mislead customers, (iii) arranging visits to or participation in any project or 
activity in violation of PRC laws and regulations or social morality, (iv) organizing tours at unreasonably low prices to induce or cheat tourists, or obtaining 
unlawful profits such as kickbacks, and (v) changing or ceasing scheduled itineraries without reasons and forcing the tourists to participate in other 
activities against the will of the tourists. In addition, travel agencies must enter into contracts with customers for travel services; and before a tour starts, a 
customer may assign his personal rights and obligations in a tourism contract to any third person, whom the travel agency cannot refuse without cause, as 
long as any fee increase will be borne by the customer and the relevant third person. Accordingly, travel agencies may be subject to civil liabilities for 
failing to fulfill the obligations discussed above, which include rectification, confiscation of any illegal income, imposition of a fine, an order to cease 
business operation, or revocation of its travel agency permit.
According to the Travel Agency Regulations, promulgated by the State Council in February 2009 and most recently amended on November 29, 
2020, and the Implementing Rules of Travel Agency Regulations, promulgated by the National Tourism Administration (currently known as the Ministry 
of Culture and Tourism) in April 2009 and most recently amended on December 12, 2016, a travel agency must obtain a license for outbound travel agency 
business from the National Tourism Administration or its authorized provincial-level tourism administration, and a license for domestic and inbound travel 
agency business from the provincial-level tourism administration or its authorized municipal tourism administration.
In addition, the Travel Agency Regulations permit foreign investors to establish foreign-invested travel agencies, while foreign-owned travel 
agencies are restricted from engaging in Chinese mainland residents' traveling to other countries and to Hong Kong Special Administrative Region, Macao 
Special Administrative Region and Taiwan region for mainland China residents, unless otherwise determined by the State Council, or provided under a free 
trade agreement between the country and China, or any closer economic partnership arrangements between mainland China, Hong Kong, and Macao.
 
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On August 20, 2020, the Ministry of Culture and Tourism promulgated Interim Provisions on Online Tourism Business Services, which intends to 
standardize the online travel operation business. The online travel operation services mean provision of travel services to the travelers via the information 
network such as internet and such services include package tour, transportation, accommodation, dining, sightseeing, entertainment, and so on. According 
to these Provisions, the online tourism operators that provide online tourism business services shall abide by the requirements of socialist core values, 
adhere to the bottom lines of personal and property safety, information content security, and cybersecurity, among others, conduct business operations in 
good faith, compete fairly, assume responsibility for product and service quality, and be subject to the supervision by the government and the public.
Regulations on Research and Academic Study Travel
On August 4, 2015, the General Office of the State Council promulgated the Opinions on Further Promotion of Tourism Investment and 
Consumption, which became effective on the same date. According to the Opinions, research and academic study travel shall be included into the category 
of comprehensive competence-oriented education of students. Construction of a number of bases for research and academic study travel shall be supported, 
and all regions shall be supported in launching activities of research and academic study travel on the basis of natural and cultural heritage resources, 
tourist scenic spots and scenic regions associated with the Chinese Communist revolution, large-sized public utilities, famous universities and schools, 
scientific and technological research institutions, industrial or mining enterprises and large-sized farms. Research and academic study travel safety 
protection mechanisms shall be established and perfected. Travel agencies and places for research and academic study travel shall, in accordance with the 
characteristics of young students, combine education with tourism in terms of content designing, furnishing of tourist guides, safety facilities and 
protection.
On December 19, 2016, the National Tourism Administration issued the Standards of Research and Academic Study Travel. According to the 
standards, the undertaker of the research and academic study travel should be a qualified travel agency. The organizers, undertakers and suppliers of the 
research and academic study travel shall follow the principle of safety first and carry out safety prevention and control work throughout to ensure activities 
are carried out safely, focusing on the development of students' comprehensive quality capabilities.
On November 27, 2019, the Standing Committee of Jiangxi Provincial People's Congress promulgated Regulations on the Protection of the Tourists’ 
Rights and Interests of Jiangxi Province. According to these regulations, organizers, contractors and suppliers of research and academic study travels 
should formulate a safety management system in accordance with the relevant provisions of the State, take effective safety measures, be equipped with 
necessary safety personnel, and carry out safety educational work and work of risk prevention and control alongside the tours. Travel agencies to host 
research and academic study travels should be registered in accordance with the law for the travel agency, and have operated with no major quality 
complaints, poor integrity records, economic disputes or major safety accidents for three consecutive years. In addition, organizers research and academic 
study travels are not allowed to arrange high-risk tourism activities such as high-altitude activities, high-speed activities, activities on water, diving and 
expeditions.
Regulations on Hotel Operation
The Ministry of Public Security issued the Measures for the Control of Security in the Hospitality Industry in November 1987, which were amended 
in January 2011, November 2020 and March 2022, and the State Council promulgated the Decision of the State Council on Establishing Administrative 
License for Necessarily Retained Items Requiring Administrative Examination and Approval in June 2004 and amended it in January 2009 and August 
2016, respectively. Under these two regulations, anyone who applies to operate a hotel is subject to examination and approval by the local public security 
authority and must obtain a special industry license. The Measures for the Control of Security in the Hospitality Industry impose certain security control 
obligations on the operators. For example, the hotel must examine the identification card of any guest to whom accommodation is provided and make an 
accurate registration. The hotel must also report to the local public security authority if it discovers anyone violating the law or behaving suspiciously or an 
offender wanted by the public security authority. Pursuant to the Measures for the Control of Security in the Hospitality Industry, hotels failing to obtain the 
special industry license may be subject to warnings or fines of up to RMB200. In addition, pursuant to the Law of the PRC on Penalties for the Violation of 
Public Security Administration promulgated in August, 2005 and amended in October 2012, and various local regulations, hotels failing to obtain the 
special industry license may be subject to warnings, orders to suspend or cease continuing business operations, confiscations of illegal gains or fines. 
 
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Operators of hotel businesses who have obtained the special industry license but violate applicable administrative regulations may also be subject to 
revocation of such licenses in serious circumstances.
The State Council promulgated the Administrative Regulations on Sanitation of Public Places in April 1987 and amended it in February 2016 and in 
April 2019, according to which, a hotel must obtain a public area hygiene license before opening for business. Pursuant to this regulation, hotels failing to 
obtain a public area hygiene license may be subject to the following administrative penalties depending on the seriousness of their respective activities: (i) 
warnings; (ii) fines; or (iii) orders to suspend or cease continuing business operations. In March 1991, the Ministry of Health promulgated the 
Implementation Rules of the Administrative Regulations on Sanitation of Public Places, which was most recently amended in December 2017, according to 
which, hotel operators shall establish sanitation management system and keep records of sanitation management.
The SCNPC enacted the Food Safety Law of the PRC in February 2009, which was most recently amended in April 2021, according to which any 
hotel that provides food must obtain a license. Furthermore, China Food and Drug Administration enacted the Measures for the Administration of Food 
Trade Licensing and Recordation in June 2023, according to which whoever plans to engage in food sales and provide catering services within the territory 
of the People's Republic of China shall obtain a food business license in accordance with the law, while those sell prepackaged food only shall report to the 
local market regulatory department of the county or equivalent where it is located for recordation. Pursuant to the abovementioned Law and Measures, 
hotels failing to obtain the food business license (or formerly the food service license) may be subject to: (i) confiscation of illegal gains, food illegally 
produced for sale, and tools, facilities and raw materials used for illegal production; or (ii) fines between RMB50,000 and RMB100,000 if the value of food 
illegally produced is less than RMB10,000, or fines equal to 10 to 20 times of the value of food if such value is equal to or more than RMB10,000.
The Fire Prevention Law of the PRC, promulgated in April 1998 and amended in October 2008, April 2019 and April 2021, respectively, by the 
SCNPC, and the Provisions on Supervision and Inspection on Fire Prevention and Control, promulgated on April 30, 2009 and effective as of May 1, 2009 
and amended on November 1, 2012 by the Ministry of Public Security, and the Interim Provisions on Administration of Review and Examination of Fire 
Prevention Design of Construction Projects promulgated in April 1, 2020 and effective as of June 1, 2020 by the Ministry of Housing and Urban-rural 
Construction require that (i) the fire prevention design documents of special construction projects, such as hotels with overall floor area of more than 
10,000 square meters, shall be reviewed and inspected by local housing and urban-rural development authorities before construction; (ii) the construction of
specific construction projects, such as hotels with overall floor area of more than 10,000 square meters be inspected and accepted by local housing and 
urban-rural development authorities from a fire prevention perspective before completion; and (iii) the public gathering places, such as hotels, shall 
complete fire prevention safety inspection with the local fire and rescue department, which is a prerequisite for business opening. Pursuant to these 
regulations, related hotels failing to obtain approval of fire prevention inspection and acceptance or failing fire prevention safety inspections (including 
acceptance check and safety check on fire prevention) may be subject to: (i) orders to suspend the construction of projects, use or operation of business; and 
(ii) fines between RMB30,000 and RMB300,000.
On November 27, 2023, the SAMR and the Standardization Administration of the People's Republic of China issued Classification and 
Accreditation for Star-rated Tourist Hotels (GB/T 14308-2023), which became effective on March 1, 2024 and replaced GB/T 14308-2010. According to 
this Standard, all hotels with operations of over one year are eligible to apply for a star rating assessment. There are five ratings from one star to five stars 
for tourist hotels, assessed based on the rating of the essential items stated in the Appendix A to this Standard, facilities and other items and the quality of 
the management of the hotel. A star rating, once granted, is valid for five years.
Regulations on Labor Dispatch Business
Pursuant to the Labor Contract Law of PRC promulgated by the SCNPC on June 29, 2007 and last amended on December 28, 2012 and the 
Regulations on the Implementation of Labor Contract Law of PRC promulgated by the State Council on September 18, 2008, to engage in the labor 
dispatch business, an entity shall apply to the labor administrative department for administrative licensing in accordance with law; and after obtaining 
licensing, shall undergo corresponding company registration formalities in accordance with law. No entity or individual may engage in the labor dispatch 
business without licensing. No entities or individuals are allowed to carry on a labor dispatch business without license. Any entity, in violation of the 
provisions of this Law, engaging in the labor dispatch 
 
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business without licensing shall be subject to orders for corrections of its violations, confiscation of its illegal income, and fines of one up to five times the 
amount of illegal income; or if such entity has no illegal income, it may be subject to fines of not more than RMB50,000. Labor dispatch service providers 
are employers under the Labor Contract Law of PRC and shall perform the employers’ obligations for its employees. Labor dispatch service providers shall 
not employ part-time to-be-dispatched employees.
Pursuant to the Measures for the Implementation of Administrative License for Labor Dispatch promulgated by the Ministry of Human Resources 
and Social Security , or the MOHRSS, on June 20, 2013, where a labor dispatch service provider establishes a subsidiary to engage in the labor dispatch 
business, the subsidiary shall apply for an license to the local licensing authority; and where a labor dispatch service provider establishes a branch company 
to engage in the labor dispatch business, it shall report to the licensing authority in writing and complete filings with the local administrative department of 
human resources and social security. Labor dispatch service providers are required to submit reports to the licensing authorities before March 31 on their 
previous year’s operation of the labor dispatching business.
Regulations on Land or Property Use
In June 1986, the SCNPC promulgated the Land Administration Law of the PRC, which was last amended on August 26, 2019 and became effective 
on January 1, 2020. In January 1991, the State Council published Rules for Implementation of the Land Administration Law of the PRC which was last 
amended on July 2, 2021 and came into effect on September 1, 2021. According to the regulations, enterprises and individuals shall use land strictly in 
accordance with the purpose stipulated in the land use master plan. Changes to the purpose of the use of land in accordance with laws must be supported by 
approval documents, and an application for the change of registration must be submitted to the land administration department of the people’s government 
above county level in which the land is situated. The change registration shall be carried out by the original land registration administrative authority in 
accordance with law. If the enterprises or individuals do not use state-owned land in accordance with the approved land use purpose, the natural resources 
administrative department of the people’s government at county level and above shall order the party concerned to hand over the land.
Regulations on Environmental Protection
In February 2012, the SCNPC issued the newly amended Law of the PRC on Promoting Clean Production, which regulates service enterprises such 
as restaurants, entertainment establishments and hotels and requires them to use technologies and equipment that conserve energy and water, serve other 
environmental protection purposes, and reduce or stop the use of consumer goods that waste resources or pollute the environment.
According to the Environmental Protection Law of the PRC promulgated by the SCNPC on December 26, 1989 and last amended on April 24, 
2014, the Environmental Impact Assessment Law of the PRC promulgated by the SCNPC on October 28, 2002 and last amended on December 29, 2018, 
and the Administrative Regulations on Environmental Protection for Construction Projects promulgated by the State Council on November 29, 1998 and 
amended on July 16, 2017 and came into effect on October 1, 2017, hotels located in environmental sensitive areas shall submit a Report Form on 
Environmental Impact Assessment to competent environmental protection authorities for approvals before commencing the construction. Pursuant to the 
Environmental Impact Assessment Law of the PRC, any hotel failing to obtain the approval of the Report/Form of Environmental Impact Assessment may 
be ordered to cease construction and restore the property to its original state, and according to the violation activities committed and the harmful 
consequences thereof, be subject to fines of no less than 1% but no more than 5% of the total investment amount for the construction project of such hotel. 
The person directly responsible for the project may be subject to certain administrative penalties.
Regulations on Publishing and Distribution of Publications
The Administrative Regulations on Publication, promulgated by the State Council in December 2001 and most recently amended on November 29, 
2020, apply to publication activities, i.e., the publishing, printing, copying, importation or distribution of publications, including books, newspapers, 
periodicals, audio and video products and electronic publications, each of which requires approval from the relevant publication administrative authorities. 
According to the Administrative Regulations on Publication, any entity engaging in the activities of publishing, printing, copying, importation or 
distribution of publications, shall obtain relevant permits of publishing, printing, copying, importation or distribution of publications.
 
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The Provisions on the Administration of the Publication Market, jointly promulgated by the SAPPRFT and SAMR in May 2016, further stipulates 
that entities or individuals obtained the publication business permit that conducts publication distribution through the Internet or any other information 
network within the approved business scope shall undergo recordation formalities at the publication administrative department that granted approval within 
15 days after conducting network distribution.
The Regulations on the Administration of Online Publishing Services, jointly promulgated by the SAPPRFT and the MIIT on February 4, 2016, 
requires that any internet publishing services provider shall obtain an online publishing service license to engage in online publishing services. Under these 
Regulations, “online publications” was defined as digital works that are edited, produced, or processed to be published and provided to the public through 
the internet, including (i) original digital works, such as knowledgeable and thoughtful texts, pictures, maps, games, animation, audio and video readings in 
literature, art, science and other fields; (ii) digital works with content that is consistent with the type of content that, prior to being released online, typically 
was published in offline media such as books, newspapers, periodicals, audio-visual products and electronic publications; (iii) digital works in the form of 
online databases compiled by selecting, arranging and compiling other types of digital works; and (iv) other types of digital works identified by the 
SAPPRFT.
In addition, according to the effective Negative List, foreign investors are prohibited from engaging in the publishing business.
Regulations on Anti-Monopoly and Unfair Competition
The Anti-unfair Competition Law of the PRC promulgated by the SCNPC on September 2, 1993, which was last amended on April 23, 2019 and 
came into effect on the same day, stipulates that unfair competition refers to that the operator disrupts the market competition order and damages the 
legitimate rights and interests of other operators or consumers in violation of the provisions set forth therein in its production and operating activities. 
Operators shall abide by the principle of voluntariness, equality, impartiality, integrity, as well as laws and business ethics during production and operating 
activities.
The Anti-Monopoly Law of PRC promulgated by the SCNPC on August 30, 2007, which was last amended on June 24, 2022 and became effective 
on August 1, 2022, stipulates that the monopolistic practices include any monopoly agreement reached by any operators, abuse of market-dominating 
position by any operators and any concentration of operators which has eliminated or limited or may eliminate or limit the market competition. Specifically, 
competing business operators may not enter into monopoly agreements that eliminate or restrict competition, such as by boycotting transactions, fixing or 
changing the price of commodities, limiting the output of commodities, dividing the sales markets or the raw material supply markets, unless the agreement 
will satisfy the exemptions under this Law, such as improving technologies, increasing the efficiency and competitiveness of small and medium-sized 
enterprises, or safeguarding legitimate interests in cross-border trade and economic cooperation with foreign counterparts among others, business operators 
should not exclude or limit competition by abusing data, algorithms, technology, capital advantages and platform rules, and that relevant government 
authorities shall strengthen the examination of concentration of undertakings in areas such as national economy and people's livelihood.
On February 7, 2021, the Anti-Monopoly Guidelines for Platform Economy was promulgated by the Antimonopoly Commission of the PRC State 
Council which specifies certain activities of internet platforms should be identified as monopolistic and concentrations of undertakings involving 
contractual control structure are subject to anti-monopoly scrutiny as well.
On May 6, 2024, the Interim Provisions on Anti-Unfair Competition on the Internet promulgated by the SAMR, which will come into effect on 
September 1, 2024, stipulates that business operators shall not conduct acts of unfair competition on the Internet, disrupt the order of market competition, 
affect fair market transactions, or harm the legitimate rights and interests of other business operators or consumers.
Regulations on Fire Safety
According to the Fire Prevention Law, before a public gathering place is put into use or opens for business, the owner or using entity shall apply for 
fire safety inspection, give an undertaking that the said place complies with fire protection technical standards and management provisions, submit the 
required materials, and be responsible for its undertaking and the veracity of materials. The fire and rescue department shall examine the materials 
submitted by the applicant, and if the application materials are complete and of the statutory form, it shall grant a permit.
 
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On June 4, 2021, Shanghai Fire and Rescue Headquarters issued the Notice on the Implementation of the Informed Commitment Regime for Public 
Gathering Places Before Put into Use or Open for Operation, which stipulates that following places shall apply for fire inspection before put into use or 
open for operation: (1) dance and entertainment screening amusement venues, (2) hotels, restaurants, shopping malls, marketplaces, theaters, auditoriums, 
halls, playgrounds, business fitness, leisure venues, passenger station waiting rooms, passenger terminal waiting rooms, civilian airport terminals, stadiums, 
which floor area is over 300 meters. As well as other relevant detailed fire prevention regulations, require that schools must pass a fire safety control 
assessment or complete a fire safety filing.
Pursuant to the aforementioned law and notice, failure to pass the required fire control assessment shall be subject to: (i) orders to suspend the 
construction of projects, use of such projects or operation of relevant business; and (ii) a fine between RMB30,000 and RMB300,000. Failure to complete a 
fire safety filing shall be subject to: (i) orders to make rectifications within a specified time limit; and (ii) a fine of not more than RMB5,000. See “Item 3. 
Key Information — D. Risk Factors — Risks Related to Our Business — We are required to obtain various operating licenses and permits and to make 
registrations and filings for our business operations in China; failure to comply with these requirements may materially adversely affect our business and 
results of operations.” for further details on the compliance of Regulations on Fire Safety.
In addition, fire departments conduct spot inspections irregularly. Learning centers that fail to pass such inspections are also subject to monetary 
penalties and suspension of business operations.
On May 17, 2022, MOE and the General Office of the Ministry of Emergency Management promulgated the Notice of the Nine Provisions on Fire 
Safety Management of After-School Training Institutions which became effective on the same date. According to the Notice, (i) after school training 
institutions should be registered in accordance with the law and set up in a fixed place that meets the safety conditions, and after-school training institutions 
for children should be set up in places that meet current national standards, (ii) training places within the same training period per student training room 
floor space of not less than 3 square meters to ensure that not crowded, easy to evacuate.
Regulations Relating to Internet Information Security and Privacy Protection
PRC government authorities have enacted laws and regulations with respect to internet information security and protection of personal information 
from any abuse or unauthorized disclosure. Internet information in China is regulated and restricted from a national security standpoint. The Decisions on 
Maintaining Internet Security which was enacted by the SCNPC in December 2000 and amended in August 2009, may subject violators to criminal 
punishment in China for any effort to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive 
information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights. The Ministry of Public Security 
has promulgated measures that prohibit use of the internet in ways which, among other things, result in a leakage of state secrets or a spread of socially 
destabilizing content. If an information service provider violates these measures, the Ministry of Public Security and the local security bureaus may revoke 
its operating license and shut down its websites.
Pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012, any collection and use of 
user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and in accordance with the 
specified purposes, methods and scopes. Any entity collecting personal information must also keep such information strictly confidential, and is further 
prohibited from divulging, tampering or destroying any such information, or selling or providing such information to other parties, and is required to take 
technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss. Any violation of these laws 
and regulations may subject the entity collecting personal information to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation 
of filings, closedown of websites or even criminal liabilities.
 
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Pursuant to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on Legally Punishing 
Criminal Activities Infringing upon the Personal Information of Citizens, issued in 2013, and the Interpretation of the Supreme People’s Court and the 
Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, 
which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen’s personal 
information: (i) providing a citizen’s personal information to specified persons or releasing a citizen’s personal information online or through other methods 
in violation of relevant national provisions; (ii) providing legitimately collected information relating to a citizen to others without such citizen’s consent 
(unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen’s personal information in violation of 
applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen’s personal information by purchasing, accepting 
or exchanging such information in violation of applicable rules and regulations.
Pursuant to the Order for the Protection of Telecommunication and Internet User Personal Information issued by the MIIT on July 16, 2013, which 
became effective from September 1, 2013, any collection and use of user personal information must be subject to the consent of the user, abide by the 
principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. “Personal information” is defined as information 
that identifies a citizen, the time or location for his/her use of telecommunication and internet services, or involves privacy of any citizen such as his/her 
birth date, ID card number, and address. An internet information service provider must also keep information collected strictly confidential, and is further 
prohibited from divulging, tampering or destroying of any such information, or selling or providing such information to other parties. Any violation of the 
above decision or order may subject the internet information service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, 
cancellation of filings, closedown of websites or even criminal liabilities.
Pursuant to the Ninth Amendment to the Criminal Law issued by the SCNPC in August 2015, which became effective in November 2015, any 
person or entity that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to 
rectify upon orders is subject to criminal penalty for the result of (i) any dissemination of illegal information in large scale; (ii) any severe effect due to the 
leakage of the client’s information; (iii) any serious loss of criminal evidence; or (iv) other severe situation, and any individual or entity that (i) sells or 
provides personal information to others in a way violating the applicable law, or (ii) steals or illegally obtain any personal information is subject to criminal 
penalty in severe situation.
Pursuant to the PRC Cyber Security Law issued by the SCNPC in November 2016, effective June 2017, personal information refers to all kinds of 
information recorded by electronic or otherwise that can be used to independently identify or be combined with other information to identify natural 
persons’ personal information including but not limited to: natural persons’ names, dates of birth, ID numbers, biologically identified personal information, 
addresses and telephone numbers, etc. The Cyber Security Law also provides that: (i) to collect and use personal information, network operators shall 
follow the principles of legitimacy, rightfulness and necessity, disclose their rules of data collection and use, clearly express the purposes, means and scope 
of collecting and using the information, and obtain the consent of the persons whose data is gathered; (ii) network operators shall neither gather personal 
information unrelated to the services they provide, nor gather or use personal information in violation of the provisions of laws and administrative 
regulations or the scopes of consent given by the persons whose data is gathered; and shall dispose of personal information they have saved in accordance 
with the provisions of laws and administrative regulations and agreements reached with users; (iii) network operators shall not divulge, tamper with or 
damage the personal information they have collected, and shall not provide the personal information to others without the consent of the persons whose 
data is collected. However, if the information has been processed and cannot be recovered and thus it is impossible to match such information with specific 
persons, such circumstance is an exception. On September 12, 2022, the CAC network office issued a draft Regulations of the PRC Cyber Security Law 
(Draft for Comments) to modify the legal liability of the parties.
 
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Pursuant to the Provisions on Online Protection of Children’s Personal Information issued by the CAC on August 22, 2019, effective from October 
1, 2019, network operators, who collect, store, use, transfer and disclose personal information of children under the age of 14, or the Children, via the 
internet shall establish special rules and user agreements, designate specific personnel to take charge of the protection of Children’s personal information, 
inform the Children’s guardians in a noticeable and clear manner, and obtain the consent of the Children’s guardians. When obtaining the consent of the 
Children’s guardians, network operators shall explicitly inform several matters, including but not limited to the purposes, methods and scope of collection, 
storage, use, transfer and disclosure of the personal information of Children, and methods for correcting and deleting Children’s personal information. The 
Provisions on Online Protection of Children’s Personal Information also requires that the network operators shall comply with certain regulatory 
requirements, including without limitation, that network operators shall collect Children’s personal information that is only related to the services they 
provide, and shall adopt and strictly implement minimal authorization principal with respect to their staff’s access authority to the Children’s personal 
information.
In addition, the Identification Method of Illegal Collection and Use of Personal Information Through Apps jointly promulgated by the Secretary 
Bureau of the CAC, the General Office of the MIIT, the General Office of the Ministry of Public Security and the General Office of the SAMR in 
November 2019 provides guidance for the regulatory authorities to identify the illegal collection and use of personal information through mobile apps, and 
for the app operators to conduct self-examination and self-correction and for other participants to voluntarily monitor compliance.
On May 28, 2020, the National People’s Congress promulgated the PRC Civil Code, which regulates the legal relationships between private parties. 
The Civil Code took effect on January 1, 2021. Among other provisions, the Civil Code provides that personal information of individuals is protected under 
the laws, and the collection, storage, use, processing, transmission, provision and disclosure of personal information shall observe the principles of 
legitimacy, rightfulness and necessity.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, or the Data Security Law, which took effect in September 2021. The Data 
Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, including but not limited to the 
collection, storage, use, processing, transmission, provision, and public disclosure of data. The Data Security Law, among other things, provides for a 
security review procedure for the data activities that may affect national security and imposes export restrictions on certain data and information. 
Furthermore, the Data Security Law provides that no entity or individual within the territory of the PRC may provide foreign judicial or law enforcement 
authorities with the data stored within the territory of the PRC without the approval of the competent PRC authorities.
On July 12, 2021, the MIIT and two other authorities jointly issued the Provisions on the Administration of Security Vulnerabilities of Network 
Products, or the Provisions. The Provisions state that, no organization or individual may abuse the security vulnerabilities of network products to engage in 
activities that endanger network security, or to illegally collect, sell, or publish the information on such security vulnerabilities. Anyone who is aware of the 
aforesaid offences shall not provide technical support, advertising, payment settlement and other assistance to the relevant offenders. According to the 
Provisions, network product providers, network operators, and platforms collecting network product security vulnerabilities shall establish and improve 
channels for receiving network product security vulnerability information and keep such channels available, and retain network product security 
vulnerability information reception logs for at least six months. The Provisions also ban provision of undisclosed vulnerabilities to overseas organizations 
or individuals other than to the product providers.
 
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On July 30, 2021, the State Council promulgated the Provisions on Protection of the Security of Critical Information Infrastructure, which took 
effect on September 1, 2021. Pursuant to the Provisions on Protection of the Security of Critical Information Infrastructure, critical information 
infrastructure or the CII shall mean any important network facilities or information systems of the important industry or field such as public communication 
and information service, energy, communications, water conservation, finance, public services, e-government affairs and national defense science, which 
may endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage. In addition, relevant administration 
departments of each critical industry and sector, which are referred to as the “Protection Departments,” shall be responsible for formulating eligibility 
criteria and identifying the critical information infrastructure operator, or the CIIO, in the respective industry or sector. The CIIOs shall take the 
responsibility to protect the CII’s security by performing certain prescribed obligations, including conducting network security test and risk assessment, 
reporting the assessment results to relevant regulatory authorities.
On August 20, 2021, the SCPNC adopted the Personal Information Protection Law, which became effective on November 1, 2021. The Personal 
Information Protection Law reiterates the circumstances under which a personal information processor could process personal information and the 
requirements for such circumstances. The Personal Information Protection Law clarifies the scope of application, the definition of personal information and 
sensitive personal information, the legal basis of personal information processing and the basic requirements of notice and consent. According to the 
Personal Information Protection Law, where personal information is processed based on an individual’s consent, such consent shall be voluntarily and 
explicitly given by the individual on a fully informed basis, and the individual shall have the right to withdraw his or her consent without affecting the 
effectiveness of personal information processing activities that have been conducted based on his or her consent before. Furthermore, the Personal 
Information Protection Law clarifies that personal information of minors under the age of fourteen is sensitive information, and such sensitive information 
may not be processed unless there are specific purposes and sufficient necessity and strict protection measures are taken.
On July 7, 2022, the CAC issued the Measures for Security Assessment of Cross-border Data Transfer, or the Security Assessment Measures, which 
came into effect on September 1, 2022. Pursuant to the Security Assessment Measures, a data processor shall apply to competent authorities for security 
assessment prior to transferring any data abroad if the transfer involves (i) important data; (ii) personal information transferred overseas by a CIIO and a 
data processor that has processed personal information of more than one million individuals; (iii) personal information transferred overseas by a data 
processor who has already provided personal information of 100,000 persons or sensitive personal information of 100,000 persons overseas since January 1 
of the previous year; or (iv) other circumstances as requested by the CAC. Furthermore, on March 22, 2024, the CAC released the Provisions on Promoting 
and Standardizing Cross-Border Data Flows, which set forth the circumstances exempted from performing the security assessment or filing procedures for 
cross-border data transfer and further clarify the thresholds and scenarios for data processors to go through these procedures as stipulated under the Security 
Assessment Measures. As of the date of this annual report, we do not transfer any users’ personal information or important data outside of China.
 
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On December 8, 2023, the CAC issued the Administrative Measures for Cybersecurity Incident Reporting (Draft for Comment), or the Draft 
Measures for Incident Reporting, and attached the Classification Guide for Cybersecurity Incidents, or the Classification Guide, and the Information Report 
Form for Cybersecurity Incidents for public comments. Pursuant to the Draft Measures for Incident Reporting, network operators who build, operate 
networks or provide services through networks in the PRC shall report incidents that endanger network security in accordance with the Draft Measures for 
Incident Reporting. Cybersecurity incidents refer to incidents that cause harm to the network and information systems or data therein and have an adverse 
impact on society caused by human factors, software or hardware defects or failures, natural disasters, etc. The Draft Measures for Incident Reporting 
classify cybersecurity incidents into four levels: general, serious, material or extremely material. Cybersecurity incidents of serious level or above must be 
reported to the regulators using the Information Report Form for Cybersecurity Incidents within one hour. If an operator fails to report a cybersecurity 
incident according to the Draft Measures for Incident Reporting, the cyberspace administration will impose penalties according to the relevant laws and 
administrative regulations. If material harmful consequences are caused due to the operator’s delay in reporting, omission, false reporting, or concealment 
of cybersecurity incidents, the operator and the relevant liable persons will be subject to heavier punishments in accordance with applicable law. As of the 
date of this annual report, this draft has not been formally adopted. Uncertainties exist with respect to the enactment timetable, final content, interpretation 
and implementation thereof.
Regulations Relating to Intellectual Property Rights
Copyrights
The SCNPC adopted the Copyright Law in 1990 and last amended it on November 11, 2020 and became effective on June 1, 2021. The amended 
Copyright Law extends copyright protection to Internet activities, products disseminated over the Internet and software products. In addition, there is a 
voluntary registration system administered by the China Copyright Protection Center. The amended Copyright Law also requires registration of a copyright 
pledge.
Domain Names
Management of domain names was prescribed by Measures for the Administration of Internet Domain Names of China which was promulgated by 
the MIIT in 2002 and amended in 2004. It was superseded by Measures for the Administration of Internet Domain Names published in 2017. Pursuant to 
the 2017 Measures, the establishment of domain name root servers and domain name root server operation institutions, domain name registration 
management institutions and domain name registration service institutions within the territory of the PRC shall obtain permission from the MIIT or the 
communications administration department of the province, autonomous region or municipality directly under the central government. The principle of 
“first come, first serve” is followed for the domain name registration service. After completing the domain name registration, the registrant becomes the 
holder of the domain name registered by him/it. See “Item 4. Information on the Company — B. Business Overview — Intellectual Property” for more 
details on the current situation of our domain names.
Trademark
Trademarks are protected by the PRC Trademark Law which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019 as well 
as the Implementation Regulation of the PRC Trademark Law adopted by the State Council in 2002 and amended in 2014. The Trademark Office under the 
State Administration for Industry and Commerce handles trademark registrations and grants a term of ten years to registered trademarks which may be 
renewed for consecutive ten-year periods upon request by the trademark owner. Trademark license agreements shall be filed with the Trademark Office for 
record. The PRC Trademark Law has adopted a “first-to-file” principle with respect to trademark registration. In addition, if a registered trademark is 
recognized as a well-known trademark, the protection of the proprietary right of the trademark holder may reach beyond the specific sector of the relevant 
products or services. See “Item 4. Information on the Company — B. Business Overview — Intellectual Property” and “Item 3. Key Information — D. 
Risk Factors — We may encounter disputes from time to time relating to our use of the intellectual property of third parties or allegations of infringement 
of the intellectual properties of third parties and we may be unable to be authorized to use third-party copyrighted materials.” for further details on our 
trademarks.
 
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Regulations on Foreign Exchange
Regulations on Loans to and Direct Investment in the PRC Entities by Offshore Holding Companies
According to the Interim Provisions on the Management of Foreign Debts, promulgated by SAFE, the National Development and Reform 
Commission and the Ministry of Finance in 2003 and amended in 2022, and Measures for the Administration of the Registration of Foreign Debts, 
effective on May 13, 2013, loans by foreign companies to their subsidiaries in China, which are FIEs, are considered foreign debt, and such loans must be 
registered with the local branches of SAFE. Under the provisions, these FIEs must submit registration applications to the local branches of SAFE within 15 
days following execution of foreign loan agreements, and the registration should be completed within 20 business days from the date of receipt of the 
application. In addition, the total amount of accumulated medium-term and long-term foreign debt and the balance of short-term debt borrowed by a 
foreign-invested enterprise is limited to the difference between the total investment and the registered capital of the foreign-invested enterprise. Total 
investment of a foreign-invested enterprise is the total amount of capital that can be used for the operation of the foreign-invested enterprise, as approved 
by the Ministry of Commerce or its local branch, and may be increased or decreased upon approval by the Ministry of Commerce or its local branch. 
Registered capital of a foreign-invested enterprise is the total amount of capital contributions to the foreign-invested enterprise by its foreign holding 
company or owners, as approved by the Ministry of Commerce or its local branch and registered at the SAIC or its local branch.
According to applicable PRC regulations on FIEs, including but not limited to the Interim Measures for the Administration of the Establishment and 
Alteration of Archival Filing of Foreign Funded Enterprises, effective on October 8, 2016 and revised on July 30, 2017 and June 29, 2018, capital 
contributions from a foreign holding company to its PRC subsidiaries, which are considered FIEs, may only be made when approval or filing by the 
Ministry of Commerce or its local branch has been obtained. In such approval and filing process of capital contributions, the Ministry of Commerce or its 
local branch examines the business scope of each foreign invested enterprise under review to ensure it complies with the Foreign Investment Industries 
Guidance Catalog. See “Item 4. Information on the company — B. Business Overview— Regulations Relating to Foreign Investment in Education—
Foreign Investment industries Guidance Catalog (2018 Revision)”. The capital contribution of the FIEs falling in the scope of “restricted foreign 
investment industries” and “prohibited foreign investment industries” shall obtain approval from the Ministry of Commerce or its local branch, while the 
capital contribution of FIEs falling outside such scopes may file with the Ministry of Commerce or its local branch. On December 30, 2019, Measures for 
the Reporting of Foreign Investment Information was promulgated by the Ministry of Commerce and SAIC and replaced the Interim Measures for the 
Administration of the Establishment and Alteration of Archival Filing of Foreign Funded Enterprises. According to the Measures, foreign investors or 
foreign-funded enterprises shall report investment information to commerce departments through the enterprise registration system and the National 
Enterprise Credit Information Publicity System, and SAIC and its local branches shall forward the aforesaid investment information reported by foreign 
investors or foreign-funded enterprises to commerce departments in a timely manner. 
On January 11, 2017, People’s Bank of China promulgated Notice of the People’s Bank of China on Issues Concerning Macro Prudential 
Management of Full Scale Cross-border Financing, or PBOC Circular 9. According to PBOC Circular 9, People’s Bank of China establishes a cross-border 
financing regulation system and the legal entities and financial institutions established in PRC excluding government financing vehicles and real estate 
enterprise, may carry out cross-border financing of foreign currency in accordance with relevant regulations. PBOC Circular 9 provides that, among other 
things, the outstanding amount of the foreign currency for the entities in cross-border financing, shall be limited to the upper limit of the risk-weighted 
balance of such entity.
The enterprise shall, after signing the cross-border financing contract, but not later than three business days before the withdrawal of the borrowing 
funds, file with the local branches of SAFE for the cross-border financing through SAFE’s capital project information system. PBOC Circular 9 also 
provides that during the one-year period starting from January 11, 2017, or the Transitional Period, FIEs may choose one method to carry out cross-border 
financing in foreign currency either according to PBOC Circular 9 or according to the Interim Provisions on the Management of Foreign Debts. After the 
end of such one-year period, the method of FIEs to carry out cross-border financing in foreign currency will be determined by People’s Bank of China and 
SAFE.
However, although the Transitional Period ended on January 10, 2018, as of the date of this annual report, neither PBOC nor SAFE has issued any 
new regulations regarding the appropriate means of calculating the 
 
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maximum amount of foreign debt for FIEs. FIEs have only been subject to the net assets limit in calculating the maximum amount of foreign debt they may 
hold from the date of promulgation of PBOC Circular 9. Further, the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-
border Trade and Investment, promulgated by SAFE on October 23, 2019, or Circular [2019] 28, effective from January 2020 and last amended on 
December 4, 2023, establishes a pilot program that a non-financial enterprise in pilot regions may register foreign debts up to two times of its net assets 
with local branch of SAFE, and it then may borrow several tranches of foreign debts within the registered amount, without registration of each foreign debt. 
Besides, according to the Notice on Adjustment of Macro-prudent Regulation Parameter of Full-coverage Cross-border Financing promulgated by PBOC 
and SAFE on March 11, 2020, the macro-prudent regulation parameter is increased from one (1) to one and one-fourth (1.25). On April 10, 2020 the SAFE 
issued the Notice of the SAFE on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business, or the SAFE 
Circular 8. The SAFE Circular 8 provides that under the condition that the use of the funds is genuine and compliant with current administrative provisions 
on use of capital relating to capital account, enterprises are allowed to use capital under capital account such as capital funds, foreign debts and overseas 
listings for domestic payment, without submission to the bank prior to each transaction of materials evidencing the veracity of such payment. 
See “Item 3. Key Information — D. Risk Factors — PRC regulation of loans and direct investment by offshore holding companies to PRC entities 
may delay or prevent us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries and 
the VIEs, which could harm our liquidity and our ability to fund and expand our business” for further details.
Regulations on Cross-Border Guarantee
On May 12, 2014, the SAFE promulgated the Foreign Exchange of Cross-border Guarantee Measures, or the Circular 29. The Circular 29 replaced 
previous regulations regarding cross-border security and introduced a number of significant changes, including: (i) abolishing prior SAFE approval and 
quota requirements for cross-border security; (ii) requiring SAFE registration for two specific types of cross border security; (iii) removing eligibility 
requirements for providers of cross-border security; (iv) providing that the validity of any cross-border security agreements are no longer subject to SAFE 
approval, registration, filing, and any other SAFE administrative requirements; and (v) removing the SAFE verification requirement for performance of 
cross-border security. Under the Circular 29, a cross-border guarantee is a form of security and can be classified into three types:
•
Nei Bao Wai Dai (NBWD): security/guarantee provided by an onshore security provider for a debt owed by an offshore debtor to an offshore 
creditor.
•
Wai Bao Nei Dai (WBND): security/guarantee provided by an offshore security provider for a debt owed by an onshore debtor to an onshore 
creditor.
•
Other Types of Cross-border Security: any cross-border security/ guarantee other than Nei Bao Wai Dai and Wai Bao Nei Dai.
In terms of WBND, according to the Circular 29, where the offshore guarantee for the onshore loan needs to be fulfilled, the onshore debtor shall go 
through procedures for the registration of a short-term external debt contract and the recordation of the relevant information with the local SAFE; such 
onshore debtor, without the approval of the foreign exchange authority, shall cease to conclude new contracts on offshore guarantees for onshore loans 
before it pays off its debt to the overseas guarantor. Failure to complete the aforementioned registration and recordation with the SAFE may be subject to 
order of correction, warning or fines of not more than RMB300,000 in case that the onshore debtor is an institution.
Foreign Currency Exchange
Pursuant to the Foreign Exchange Administration Rules, as amended, and various regulations issued by SAFE, and other relevant PRC government 
authorities, Renminbi is freely convertible to the extent of current account items, such as trade and service-related receipts and payments, interest and 
dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, unless expressly exempted by laws and 
regulations, still require prior approval from SAFE or its provincial branch for conversion of Renminbi into a foreign currency, such as U.S. dollars, and 
remittance of the foreign currency outside of China. Payments for transactions that take place within China shall be made in Renminbi. Foreign currency 
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companies may be repatriated into China or retained outside of China in accordance with requirements and terms specified by SAFE.
Under the Foreign Exchange Administration Rules, FIEs in China may, without the approval of SAFE, make a payment from their foreign exchange 
accounts at designated foreign exchange banks for paying dividends with certain evidencing documents (such as board resolutions, tax certificates), or for 
trade and services-related foreign exchange transactions by providing commercial documents evidencing such transactions. They are also allowed to retain 
foreign currency (subject to a cap approval by SAFE) to satisfy foreign exchange liabilities. In addition, foreign exchange transactions involving overseas 
direct investment or investment and trading in securities, derivative products abroad are subject to registration with SAFE or its local counterparts and 
approval form or filling with the relevant PRC government authorities (if necessary).
In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign 
Direct Investment, as amended on May 4, 2015, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this 
circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts 
and guarantee accounts, the reinvestment of Renminbi proceeds derived by foreign investors in China, and remittance of foreign exchange profits and 
dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts 
for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated the Provisions on Foreign 
Exchange Administration over Direct Investment Made by Foreign Investors in China in May 2013, which specifies that the administration by SAFE or its 
local branches over direct investment by foreign investors in China must be conducted by way of registration and banks must process foreign exchange 
business relating to the direct investment in China based on the registration information provided by SAFE and its branches. On February 28, 2015, SAFE 
promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 
13. After SAFE Notice 13 became effective on June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct 
investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks. 
The qualified banks, under the supervision of SAFE, may directly review the applications and conduct the registration.
On March 30, 2015, SAFE promulgated the Circular of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign 
Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals 
of FIEs nationwide. Circular 19 came into force and replaced both the Circular of the State Administration of Foreign Exchange on Issues Relating to the 
Improvement of Business Operations with Respect to the Administration of Foreign Exchange Capital Payment and Settlement of Foreign-invested 
Enterprises, or Circular 142 and the Circular of the State Administration of Foreign Exchange on Issues concerning the Pilot Reform of the Administrative 
Approach Regarding the Settlement of the Foreign Exchange Capitals of Foreign-invested Enterprises in Certain Areas, or Circular 36 on June 1, 2015. 
Circular 19 allows FIEs established in China whose main business is investment to use their foreign exchange capitals to make equity investment and 
removes certain other restrictions under Circular 142. However, Circular 19 continues to prohibit FIEs from, among other things, using Renminbi fund 
converted from its foreign exchange capitals for expenditure beyond its business scope and providing entrusted loans or repaying loans between non-
financial enterprises. 
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement 
Management Policy of Capital Account, or Circular 16, effective in June 2016 and last amended on December 4, 2023, which reiterates some of the rules 
set forth in Circular 19, but compared to Circular 19, Circular 16 provides that discretionary foreign exchange settlement applies to foreign exchange 
capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding Renminbi capital converted from foreign exchange are 
not restricted from extending loans to related parties or repaying the intercompany loans (including advances by third parties). 
In addition, according to Circular [2019] 28, all FIEs to make domestic equity investments using their foreign exchange capitals or Renminbi fund 
converted from its foreign exchange capitals with limited preconditions. However, there exist substantial uncertainties with respect to the interpretation and 
implementation in practice with respect to Circular [2019] 28, Circular 16 and other laws and regulations related to foreign currency exchange. Circular 19, 
Circular 16, Circular [2019] 28 and other related regulations may delay or limit us from using the proceeds of offshore offerings to make additional capital 
contributions or loans to our PRC subsidiaries and any violations of these circulars could result in severe monetary or other penalties.
 
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Regulations Relating to Foreign Exchange Registration of Overseas Investment by PRC Residents
SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose 
Vehicles, or SAFE Circular 37, issued by SAFE and effective on July 4, 2014, regulates foreign exchange matters in relation to the use of special purpose 
vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing and conduct round trip investment in China. Under SAFE 
Circular 37, an SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking 
offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the 
direct investment in China by PRC residents or entities through SPVs, namely, establishing FIEs to obtain the ownership, control rights and management 
rights. SAFE Circular 37 requires that, before making contribution into an SPV, PRC residents or entities are required to complete foreign exchange 
registration with SAFE or its local branch. In the event of change of basic information such as the individual shareholder, name, operation term, etc., or if 
there is a capital increase, decrease, equity transfer or swap, merge, spin-off or other amendment of the material items, the PRC residents or entities shall 
complete foreign exchange alteration registration formality for offshore investment. The SAFE Circular 37 further provides that option or share-based 
incentive tool holders of a non-listed SPV can exercise the options or share incentive tools to become a shareholder of such non-listed SPV, subject to 
registration with SAFE or its local branch. In addition, according to the procedural guidelines as attached to SAFE Circular 37, PRC residents or entities 
are only required to register the SPV directly established or controlled (first level).
On February 13, 2015, SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange 
Concerning Direct Investment, or SAFE Circular 13, which took effect on June 1, 2015 and was partially repealed on December 30, 2019. SAFE Circular 
13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection 
with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
As of the date of this annual report, all PRC residents known to us that currently hold direct or indirect interests in our company have completed the 
necessary registrations with SAFE as required by SAFE Circular 37.
Regulations on Stock Incentive Plans
Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of 
an Overseas Publicly Listed Company, or SAFE Circular 7, issued by SAFE in February 2012, employees, directors, supervisors and other senior 
management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in 
China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, 
which could be a PRC subsidiary of such overseas listed company or another qualified institution selected by the PRC subsidiary, and complete certain 
other procedures. In addition, the domestic qualified agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any 
material change to the stock incentive plan, the PRC agent or other material changes. The domestic qualified agent must, on behalf of the PRC residents 
who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in 
connection with the PRC residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of 
shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in China 
opened by the domestic qualified agents before distribution to such PRC residents. Failure to complete the SAFE registrations may be subject to fines and 
legal sanctions and may also limit the ability to contribute additional capital into wholly foreign-owned subsidiary in China and limit such subsidiary’s 
ability to distribute dividends.
In addition, the State Administration of Taxation has issued certain circulars concerning employee share options or restricted shares. Under these 
circulars, the employees working in the PRC who exercise share options or are granted restricted shares will be subject to PRC individual income tax. The 
PRC subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant 
tax authorities and to withhold individual income taxes of those employees who exercise their share options. If the employees fail to pay or the PRC 
subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax 
authorities or other PRC government authorities.
 
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Regulations on Tax
PRC Enterprise Income Tax Law
The PRC Enterprise Income Tax Law (2008), as amended in 2018, applies a uniform 25% enterprise income tax rate to both FIEs and domestic 
enterprises, except where tax incentives are granted to special industries and projects. Under the PRC Enterprise Income Tax Law and its implementation 
regulations, dividends generated from the business of a PRC subsidiary and payable to its foreign investor may be subject to a withholding tax rate of 10% 
if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a 
preferential withholding tax rate.
Under the PRC Enterprise Income Tax Law, an enterprise established outside China with “de facto management bodies” within China is considered 
a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide 
income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese-invested 
enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as “resident enterprises” clarified that dividends 
and other income paid by such PRC “resident enterprises” will be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 
10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC “resident enterprises” to various reporting requirements with the 
PRC tax authorities. Under the implementation regulations to the PRC Enterprise Income Tax Law, a “de facto management body” is defined as a body that 
has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties 
of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or 
a Chinese enterprise group in the PRC will be classified as PRC resident enterprises if the following are located or resided in the PRC: (i) senior 
management personnel and departments that are responsible for daily production, operation and management; (ii) financial and personnel decision making 
bodies; (iii) key properties, accounting books, the company seal, and minutes of board meetings and shareholders meetings; and (iv) half or more of the 
senior management or directors who have the voting rights.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation 
and Tax Evasion on Income, which became effective on December 8, 2006 and applies to income derived in any year of assessment commencing on or 
after April 1, 2007 in Hong Kong and in any year commencing on or after January 1, 2007 in China, the withholding tax rate in respect to the payment of 
dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise is deemed the 
beneficial owner of any dividend paid by a PRC subsidiary by PRC tax authorities and holds at least 25% of the equity interests in that particular PRC 
enterprise at all times within the 12-month period immediately before distribution of the dividends. The SAT issued the Announcement of the State 
Administration of Taxation on Issues concerning “Beneficial Owners” in Tax Treaties, or SAT Announcement 9, which became effective from April 1 
2018, replacing Notice on the Interpretation and Recognition of Beneficial Owners in Tax Treaties, or SAT Notice 601, SAT Announcement 9 stipulates 
that in determining whether a non-resident enterprise has the status as a beneficial owner, comprehensive analysis shall be conducted based on the factors 
listed therein and the actual circumstances of the specific case shall be taken into consideration. Specifically, it expressly excludes an agent or a designated 
payee from being considered as a “beneficial owner.” 
Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, 
or SAT Circular 81, a Hong Kong resident enterprise shall meet the following conditions, among others, in order to apply the reduced withholding tax rate: 
(i) it shall be a company; (ii) it shall directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it 
shall have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. In August 
2015, the State Administration of Taxation promulgated the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatment under Tax Treaties, 
or SAT Circular 60, which became effective on November 1, 2015. SAT Circular 60 provides that non-resident enterprises are not required to obtain pre-
approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, non-resident enterprises and their withholding agents may, 
by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, 
and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax 
authorities. The State Administration of Taxation promulgated the Administrative Measures for Non-resident Taxpayers to Enjoy Treatment under Treaties, 
or SAT Circular 35, which became effective on January 1, 2020 and replaced the Circular 60. SAT Circular 35 reiterates that that non-resident enterprises 
are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax and may apply the reduced withholding 
tax rate upon self-assessment. Compared to the SAT Circular 60, the SAT Circular 35 does not require the non-resident enterprises to file the supporting 
documents when performing tax filing. Instead, the non-resident enterprises are required to retain the supporting documents for the post-tax filing 
examinations by the relevant tax authorities.
 
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In January 2009, the State Administration of Taxation promulgated the Provisional Measures for the Administration of Withholding of Enterprise 
Income Tax for Non-resident Enterprises, or the Non-resident Enterprises Measures, pursuant to which entities that have direct obligation to make certain 
payments to a non-resident enterprise shall be the relevant tax withholders for such non-resident enterprise. Further, the Non-resident Enterprises Measures 
provides that, in case of an equity transfer between two non-resident enterprises which occurs outside the PRC, the non-resident enterprise which receives 
the equity transfer payment shall, by itself or engage an agent to, file tax declaration with the PRC tax authority located at place of the PRC company 
whose equity has been transferred, and the PRC company whose equity has been transferred shall assist the tax authorities to collect taxes from the relevant 
non-resident enterprise. On April 30, 2009, the Ministry of Finance and the State Administration of Taxation jointly issued the Notice on Issues Concerning 
Process of Enterprise Income Tax in Enterprise Restructuring Business, or SAT Circular 59. On December 10, 2009, the State Administration of Taxation 
issued the Notice on Strengthening the Administration of the Enterprise Income Tax concerning Proceeds from Equity Transfers by Non-resident 
Enterprises, or SAT Circular 698. Both SAT Circular 59 and SAT Circular 698 became effective retroactively as of January 1, 2008. By promulgating and 
implementing these two circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC 
resident enterprise by a non-resident enterprise.
On February 3, 2015, the State Administration of Taxation issued the Announcement of the State Administration of Taxation on Several Issues 
Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or SAT Bulletin 7, to supersede existing provisions in 
relation to the Indirect Transfer as set forth in SAT Circular 698. SAT Bulletin 7 introduces a new tax regime that is significantly different from that under 
SAT Circular 698. Public Notice extends its tax jurisdiction to capture not only Indirect Transfer as set forth under SAT Circular 698 but also transactions 
involving transfer of immovable property in China and assets held under the establishment and place, in the PRC of a foreign company through the 
offshore transfer of a foreign intermediate holding company. SAT Bulletin 7 also addresses transfer of the equity interest in a foreign intermediate holding 
company widely. In addition, SAT Bulletin 7 provides clearer criteria than SAT Circular 698 on how to assess reasonable commercial purposes and 
introduces safe harbor scenarios applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee 
of the Indirect Transfer as they have to make self-assessment on whether the transaction should be subject to PRC tax and to file or withhold the PRC tax 
accordingly.
PRC Value-added Tax
In November 2011, the Ministry of Finance and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added Tax 
to Replace Business Tax. On January 1, 2012, the State Council officially launched a pilot VAT, reform program, applicable to businesses in selected 
industries. Businesses in the VAT reform program would pay VAT instead of business tax. The pilot industries in Shanghai included industries involving the 
leasing of tangible movable property, transportation services, product development and technical services, information technology services, cultural and 
creative services, logistics and ancillary services, certification and consulting services. According to official announcements made by competent authorities 
in Beijing and Guangdong province, Beijing launched the same Pilot Program on September 1, 2012, and Guangdong province launched it on November 1, 
2012. On May 24, 2013, the Ministry of Finance and the State Administration of Taxation issued the Circular on Tax Policies in the Nationwide Pilot 
Collection of Value Added Tax In lieu of Business Tax in the Transportation Industry and Certain Modern Services Industries, or the Pilot Collection 
Circular. The scope of certain modern services industries under the Pilot Collection Circular extends to the inclusion of radio and television services. On 
August 1, 2013, the VAT reform program was implemented throughout the PRC. On December 12, 2013, the Ministry of Finance and the State 
Administration of Taxation issued the Circular on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of 
Value-added Tax in Lieu of Business Tax, or the 2013 VAT Circular. Among the other things, the 2013 VAT Circular abolished the Pilot Collection 
Circular, and refined the policies for the VAT reform program. On April 29, 2014, the Ministry of Finance and the State Administration of Taxation issued 
the Circular on the Inclusion of Telecommunications Industry in the Pilot Collection of Value-added Tax in Lieu of business tax. On March 23, 2016, the 
Ministry of Finance and the State Administration of Taxation issued the Circular on Comprehensively Promoting the Pilot Program of the Collection of 
Value-added Tax in Lieu of Business Tax. Effective from May 1, 2016, the PRC tax authorities collect VAT in lieu of business tax on a trial basis within the 
territory of the PRC, and in industries such as construction industries, real estate industries, financial industries, and living service industries. Pursuant to 
Circular on Further Clarifying Policies on Reinsurance, Real Estate Leasing and Non-diploma Education 
 
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in Comprehensively Promoting the Pilot Collection of Value-added Tax in Lieu of Business Tax which came into effect on May 1, 2016, general taxpayers 
providing non-diploma education services may opt to adopt the simplified method for calculation of tax payable at a rate of 3%. In addition, pursuant to the 
Announcement on Policies for Deepening the VAT Reform that was issued on March 20, 2019 and came into effect on April 1, 2019, the deduction rates of 
16% and 10% applicable to the taxpayers who have VAT taxable sales activities or imported goods are adjusted to 13% and 9%, respectively.
Regulations Relating to Employment, Social Insurance and Housing Fund
Pursuant to the PRC Labor Law (2018 Revision) and the PRC Labor Contract Law (2012 Revision), a written labor contract shall be executed by 
employer and an employee when the employment relationship is established. An employer and an employee may enter into a fixed-term labor contract, an 
un-fixed term labor contract, or a labor contract that concludes upon the completion of certain work assignments, after reaching agreement upon due 
negotiations. The employer shall also pay severance to an employee where a labor contract, including a contract with an un-fixed term, is terminated or 
expires except that the termination is required by the employee or the statutory conditions are fulfilled. All employers shall compensate their employees 
equal to at least the local minimum wage standards. All employers are required to establish a system for labor safety and sanitation, strictly abide by state 
rules and standards and provide employees with appropriate workplace safety training. In addition, the government has continued to introduce various new 
labor-related regulations. Among other things, new annual leave requirements mandate that annual leave ranging from 5 to 15 days is available to nearly all 
employees and further require that the employer compensate an employee for any annual leave days the employee is unable to take in the amount of three 
times his daily salary, subject to certain exceptions. Moreover, all PRC enterprises are generally required to implement a standard working time system of 
eight hours a day and forty hours a week, and if the implementation of such standard working time system is not appropriate due to the nature of the job or 
the characteristics of business operation, the enterprise may implement a flexible working time system or comprehensive working time system after 
obtaining approvals from the relevant authorities. In addition, employers in China are obliged to pay contributions to the social insurance plan and the 
housing fund plan for their employees, and such contribution amount payable shall be calculated based on the employee actual salary in accordance with 
the relevant regulations.
M&A Rules and Overseas Listing
The M&A Rules, were jointly adopted by six PRC regulatory authorities, including the CSRC, on August 8, 2006 and became effective as of 
September 8, 2006, and were later amended on June 22, 2009. The M&A Rules require, among other things, offshore SPVs, formed for listing purposes 
through acquisition of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly 
listing their securities on an overseas stock exchange.
On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance 
with the Law, or the Opinions on Security Activities, which calls for the need to strengthen the administration over illegal securities activities and the 
supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant 
regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
On December 27, 2021, the NDRC and the Ministry of Commerce, jointly issued the 2021 Negative List, which became effective on January 1, 
2022. Pursuant to the 2021 Negative List, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas 
offering and listing, it shall obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company shall not be 
involved in the company’s operation and management, and their shareholding percentages shall be subject, mutatis mutandis, to the relevant regulations on 
the domestic securities investments by foreign investors.
On December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering 
and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities 
Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. According to the Draft Provisions and the Draft 
Administration Measures, the overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. 
Specifically, the determination of an indirect offering and listing will be conducted on a “substance over form” basis, and an offering and listing shall be 
considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the 
 
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operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line 
item in the issuer’s audited consolidated financial statement for that year; and (ii) senior management personnel responsible for business operations and 
management are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the PRC or carried out in the PRC. 
According to the Draft Administration Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended 
securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (ii) if the intended securities offering and 
listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance 
with law; (iii) if there are material ownership disputes over the equity, major assets, and core technology, etc. of the issuer; (iv) if, in the past three years, 
the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of 
property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of 
criminal offenses, or are under investigation for suspicion of major violations; (v) if, in past three years, directors, supervisors, or senior executives have 
been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are 
under investigation for suspicion of major violations; (vi) other circumstances as prescribed by the State Council. 
According to the Draft Administration Measures, the issuer or its affiliated domestic company, as the case may be, shall file with the CSRC (i) with 
respect to its initial public offering and listing within three business days, after its initial filing of the listing application to the regulator in the place of the 
intended listing, (ii) with respect to its follow-on offering within three business days after completion of the follow-on offering, (iii) with respect to its 
follow-on offering for purpose of acquiring specific assets, within three business days after the first public announcement of the transaction, and (iv) with 
respect to listing by means of reverse takeover, share swap, acquisition and similar transactions, within three business days after its initial filing of the 
listing application or the first public announcement of the transaction, as the case may be. Non-compliance with the Draft Administration Measures or an 
overseas listing completed in breach of Draft Administration Measures may result in a warning on the relevant domestic companies or a fine of 1-10 
million RMB on them. If the circumstances are serious, they may be ordered to suspend their business or suspend their business pending rectification, or 
their permits or businesses license may be revoked. Furthermore, the controlling shareholder, actual controllers, directors, supervisors, and other legally 
appointed persons of the domestic enterprises may be warned, or fined between 500,000 - 5 million RMB either individually or collectively.
On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, 
or the Overseas Listing Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Overseas Listing Trial 
Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report 
relevant information to the CSRC; if a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content 
in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling 
shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as 
warnings and fines; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas 
offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the 
most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same 
period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of 
operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer 
and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, 
and where an issuer makes an application for listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after 
such application is submitted.
On the same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on 
Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that the domestic companies that 
have already been listed overseas on or before the effective date of the Overseas Listing Trial Measures (i.e. March 31, 2023) shall be deemed as existing 
issuers, or the Existing Issuers. Existing Issuers are not required to complete the filling procedures, and they shall be required to file with the CSRC when 
subsequent matters such as refinancing are involved.
According to the Overseas Listing Trial Measures, an overseas listed company shall file with the CSRC within three business days after the 
completion of its subsequent securities offering on the same market, and an overseas listed company shall file with the CSRC within three business days 
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a different market. If an overseas listed company purchase PRC domestic assets through a single or multiple acquisitions, share swaps, shares transfers or 
other means, and such purchase constitutes direct or indirect listing of PRC domestic assets, a filing with the CSRC is also required. In addition, an 
overseas listed company is required to report to the CSRC the occurrence of any of the following material events within three business days after the 
occurrence and announcement thereof: (i) a change of control of the listed company; (ii) the investigation, sanction or other measures undertaken by any 
foreign securities regulatory agencies or relevant competent authorities in respect of the listed company; (iii) a change of listing status or transfer of listing 
segment; and (iv) the voluntary or mandatory delisting of the listed company. If there is any material change of the principal business of the listed company 
after the overseas offering and listing so that the listed company is no longer required to file with the CSRC, it shall file a specific report and a legal opinion 
issued by a domestic law firm to the CSRC within three business days after the occurrence hereof.
On February 24, 2023, the CSRC and certain other PRC regulatory authorities promulgated the Provisions on Strengthening Confidentiality and 
Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administrative 
Provisions, which came into effect on March 31, 2023. Pursuant to the Confidentiality and Archives Administrative Provisions, a PRC domestic enterprise 
that seeks overseas offering and listing, whether directly or indirectly through an overseas listed entity, must strictly abide by applicable PRC laws and 
regulations, including by enhancing legal awareness in relation to keeping state secrets and strengthening its archives administration, instituting a sound 
confidentiality and archives administration system, and taking necessary measures to fulfill confidentiality and archives administration obligations. Where 
a PRC domestic company, either directly or through its overseas listed entity, publicly discloses or provides to relevant individuals or entities including 
securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of 
government agencies, it must first obtain approval from competent authorities according to law, and make certain filings with the secrecy administrative 
department at the same level. In the event that such documents and materials, if leaked, would be detrimental to national security or public interest, the 
PRC domestic company must strictly complete the relevant procedures as stipulated by applicable national regulations. Where a PRC domestic company, 
after completing the relevant procedures, provides to securities companies, securities service providers or other entities with any documents and materials 
that contain state secrets or working secrets of government agencies, or any other documents and materials that would be detrimental to national security or 
public interest if leaked, a non-disclosure agreement must be signed between the provider and receiver of such information according to the relevant PRC 
laws and regulations, which must specify, among others, the obligations and liabilities on confidentiality held by such securities companies and securities 
service providers. Specifically, when a PRC domestic company provides accounting archives or copies of accounting archives to any entities including 
securities companies, securities service providers or overseas regulators and individuals, it must complete the due procedures in compliance with applicable 
national regulations.
C.	
Organizational Structure
The chart below summarizes our corporate structure and identifies our subsidiaries, the VIEs and their shareholders as of May 31, 2024:
 
 
 
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(1)	 Mr. Peiqing Tian and Mr. Peihua Tian, hold 99.99% and 0.01% equity interest in Shanghai Luoliang Network Technology Co., Ltd., respectively.
(2)	 Mr. Peiqing Tian and Ms. Suhua Zhu, hold 70% and 30% equity interests in Shanghai Four Seasons Education Investment Management Co., Ltd., 
respectively.
(3)	 Wuyuan Sijijiaozhong Tourism Inv Mgt Co., Ltd., Shanghai Four Seasons Education Investment Management Co., Ltd., and Shanghai Luoliang 
Network Technology Co., Ltd. hold 45.59%, 36.76% and 17.65% equity interests in Wuyuan Siji Gongda Study Camp Travel Development Co., 
Ltd., respectively.
(4)	 14 companies that operate in the fields including educational tourism and planning, non-academic tutoring, faculty training, investment management, 
and management consulting. 
(5)	 Seven companies that operate in the fields including educational technology, tourism, educational management, study trip development, culture 
development, corporate management, and publications. 
Contractual Arrangements with the VIEs, Their Shareholders and Us
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) the consolidated variable 
interest entities, or the VIEs, namely Shanghai Luoliang Network Technology 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.
Our reference to control over the VIEs and our position of being the primary beneficiary of the VIEs 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’ economic performance, (ii) we are contractually obligated to absorb losses of the VIEs that could 
potentially be significant to the VIEs, and (iii) we are entitled to receive benefits from the VIEs that could potentially be significant to the VIEs. Only if we 
meet the aforementioned conditions for consolidation of the VIEs under U.S. GAAP, we will be deemed as the primary beneficiary of the VIEs, and the 
VIEs will be consolidated in our consolidated financial statements for accounting purposes.
WFOE has entered into the following contractual arrangements with the VIEs and their shareholders, that enable the Company to (i) have power to 
direct the activities that most significantly affect the performance of the VIEs, and (ii) receive the benefits of the VIEs that could be significant to the VIEs. 
The Company is fully and exclusively responsible for the management of the VIEs, absorbs all risk of losses of the VIEs, and has the exclusive right to 
exercise all voting rights of the VIE shareholders. Therefore, the Company, through its WFOE, Shanghai Fuxi, has been determined to be the primary 
beneficiary of the VIEs and has consolidated the VIEs’ financial results of operations, assets and liabilities and cash flows in the Company’s consolidated 
financial statements.
In the opinion of Fangda Partners, our PRC counsel: 
•
the ownership structure of Shanghai Fuxi and the VIEs does not violate applicable PRC laws and regulations currently in effect; and
•
the contractual arrangements between Shanghai Fuxi, the VIEs and their respective shareholders governed by PRC law currently are valid 
and binding. However, we have been advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation 
and application of current and future PRC laws, regulations and rules, and there can be no assurance that the PRC regulatory authorities will 
take a view that is consistent with the opinion of our PRC legal counsel. Especially, on July 24, 2021, the General Office of the CPC Central 
Committee and the General Office of the State Council issued the Double Alleviating Opinions, which prohibits foreign investors from 
investing into after-school tutoring institutions providing tutoring service related to academic subjects in compulsory education stage, 
including through variable interest entity structure. Despite that rules and regulations have been promulgated in connection with the scope of 
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education stage, it remains unclear, and subject to relevant governmental authorities’ discretion, as to whether the products and services we 
offer fall into the scope of academic subjects of compulsory education stage. Based on our consultation with relevant governmental 
authorities, we ceased offering the K-9 Academic AST Services in mainland China at the end of 2021, and believe that the remaining 
products and services we currently offer do not constitute “tutoring service related to academic subjects of compulsory education stage” and 
thus not subject to the above restrictions. However, there can be no assurance that we will not be subject to penalties for historical violation, 
or the interpretation and implementation of relevant governmental authorities will not change in the future. Additionally, on April 7, 2021, 
the State Council promulgated the Amended Implementation Rules for Private Education Law, which took effective on September 1, 2021. 
The Amended Implementation Rules for Private Education Law stipulates that related party transactions to which a private school is a party 
would be required to be concluded on a fair and just basis without impediment to the interests of the state, the school, the teachers and the 
students, which could potentially impact our contractual arrangements with the VIEs. Please see “Item 3. Key Information — D. Risk Factors 
—Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system could have a material adverse effect on 
us.”
However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations, and there 
can be no assurance that the PRC government will take a view that is not contrary to or otherwise different from the opinion of our PRC counsel. If the 
PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC government restrictions on 
foreign investment in the business we engage in, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 
3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — Our 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.” and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business 
in the PRC — Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”
Furthermore, if the VIEs and their shareholders fail to perform their obligations under the contractual arrangements, we may be limited in our ability 
to enforce such contractual arrangements that give us effective control. If we are unable to maintain effective control over the VIEs, we would not be able 
to continue to consolidate their financial results in our consolidated financial statements. In the 2022, 2023 and 2024 fiscal years, substantially all of our 
revenue was derived from the operations of the VIEs. We rely on dividends and other distributions paid to us by our WFOE, Shanghai Fuxi, which in turn 
depends on the service fees paid to Shanghai Fuxi by the VIEs. There are significant PRC legal restrictions on the payment of dividends by PRC companies 
and restrictions on foreign exchange control and foreign investments, all of which may adversely affect our ability to access the revenue of Shanghai Fuxi 
and the VIEs. In the 2024 fiscal year, Shanghai Fuxi received service fees of RMB3.6 million (US$0.5 million) from the VIEs and did not distribute any 
dividends. Notwithstanding our business decisions to continue to invest and expand our PRC operations and launching new programs, our WFOE may 
receive service fees from the VIEs or make distributions to us in the future.
Below is a summary of the contractual arrangements by and among our WFOE, Shanghai Fuxi, each of the VIEs, and their shareholders.
Exclusive Service Agreement
Pursuant to the exclusive service agreement, Shanghai Fuxi has the exclusive right to provide or designate any third party to provide technical 
services and management and consulting services to the VIEs. In exchange, the VIEs pay annual service fees to Shanghai Fuxi in an amount at Shanghai 
Fuxi’s discretion. Without the prior written consent of Shanghai Fuxi, the VIEs cannot accept services provided by or establishing similar corporation 
relationship with any third party. Shanghai Fuxi owns the exclusive intellectual property rights created as a result of the performance of this agreement 
unless otherwise provided by PRC laws or regulations. The agreement will remain effective unless terminated upon the full exercise of call option in 
accordance with the exclusive call option agreement or unilaterally terminated by Shanghai Fuxi with a notice 30 days in advance. Unless otherwise 
required by applicable PRC laws, the VIEs do not have any right to terminate the exclusive service agreement.
 
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Exclusive Call Option Agreement
Pursuant to the call option agreement, the shareholders of the VIEs unconditionally and irrevocably granted Shanghai Fuxi or its designated third 
party exclusive call options to purchase from the shareholder part or all of its equity interests in the VIEs, as the case may be, at the nominal price or for the 
minimum amount of consideration permitted by the applicable PRC laws and regulations. Such shareholder will not grant a similar right or transfer any of 
the equity interests in the VIEs to any party other than Shanghai Fuxi or its designee, nor will it pledge, create or permit any security interest or similar 
encumbrance to be created on any of the equity interests. Shanghai Fuxi has sole discretion to decide when to exercise the option, and whether to exercise 
the option in part or in full. The agreement will remain effective unless terminated upon the full exercise of call option or unilaterally terminated by 
Shanghai Fuxi with a notice 30 days in advance.
Equity Pledge Agreement
Pursuant to the equity pledge agreement, the shareholders of the VIEs unconditionally and irrevocably pledged all of its equity interests in the VIEs 
to Shanghai Fuxi, to respectively guarantee the performance of the VIEs of their obligations under the relevant contractual agreements. Should the VIEs or 
their shareholder breach or default under any of the contractual arrangements, Shanghai Fuxi has the right to require the transfer of the pledged equity 
interests to itself or its designee, to the extent permitted by PRC law, or require an auction or sale of the pledged equity interests and has priority in any 
proceeds from the auction or sale of such pledged interests. Moreover, Shanghai Fuxi has the right to collect any and all dividends in respect of the pledged 
equity interests during the term of the pledge. Without the prior written consent of Shanghai Fuxi, the shareholders of the VIEs shall not transfer or dispose 
the pledged equity interests or create or allow any encumbrance on the pledged equity interests that would prejudice Shanghai Fuxi’s interest. Unless the 
VIEs have fully performed all of their obligations in accordance with the contractual agreements, or the pledged equity interests have been fully transferred 
to Shanghai Fuxi or its respective designee in accordance with the exclusive call option agreement, or unilaterally terminated by Shanghai Fuxi with a 30-
day prior notice, the equity interest pledge agreement will continue to remain in effect.
The shareholders of the VIEs have registered the equity pledge in favor of Shanghai Fuxi with the local counterpart of the State Administration for 
Industry and Commerce in accordance with PRC laws and regulations.
Shareholder Voting Rights Proxy Agreement and Irrevocable Power of Attorney
The shareholders of the VIEs have each executed a shareholder voting rights proxy agreement appointing Shanghai Fuxi, or any person designated 
by Shanghai Fuxi, as their proxy to act for all matters pertaining to such shareholding and to exercise all of their rights as shareholders, including but not 
limited to attending shareholders’ meetings and designating and appointing directors, supervisors, the chief executive officer and other senior management 
members, and selling, transferring, pledging or disposing the equity interests of the VIEs. Shanghai Fuxi may authorize or assign its rights to any other 
person or entity at its sole discretion without prior notice to or prior consent from the shareholders of the VIEs. The agreement will remain effective unless 
Shanghai Fuxi terminates the agreement by written notice or terminated upon the full exercise of call option in accordance with the exclusive call option 
agreement.
Spousal Consent Letter
Pursuant to the spousal consent letter executed by the spouse of the shareholders of our VIEs, each of such spouse unconditionally and irrevocably 
agreed to the execution of exclusive service agreement, exclusive call option agreement, shareholder voting rights proxy agreement and irrevocable power 
of attorney and equity pledge agreement described above by the applicable shareholder. They further undertake not to make any assertions in connection 
with the equity interests of the VIEs held by the applicable shareholder, and confirm that the shareholder can perform the relevant transaction documents 
described above and further amend or terminate such transaction documents without the authorization or consent from such spouse. The spouse of each 
applicable shareholder agrees and undertakes that if he/she obtains any equity interests of the VIE held by the applicable shareholder for any reasons, 
he/she would be bound by the transaction documents described above and the amended and restated exclusive service agreement between Shanghai Fuxi 
and the VIE. The valid term of spousal consent letter is same as the term of the exclusive call option agreement.
 
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D.	 Property, Plants and Equipment
Our headquarters are located in Shanghai, China. We lease our headquarters, which occupies approximately 513 square meters. We also lease all of 
our learning centers, which occupy an aggregate of approximately 5,274 square meters as of the date of this annual report. The majority of lease 
agreements for our learning centers have durations of one to nearly four years. For most of our learning centers, we pay annual rental charges. The rental 
payments for our learning centers are either set at a fixed rate during the entire rental period or increased every other year based on a preset rate. For more 
details, see “Item 4. Information on the Company — B. Business Overview — Our Learning Centers and Study Camps.”
On August 1, 2020, we acquired land use right of a parcel for approximately 9,499 square meters, and land use right of a property for approximately 
5,655.6 square meters, in Tongling, Anhui, as capital contribution of certain shareholders with a consideration of RMB3.2 million and RMB8.5 million, 
respectively. 
On January 21, 2022 and January 24, 2022, we acquired land use rights of two parcels in Wuyuan, Jiangxi for the construction of study camps, at 
total cost of approximately RMB15.5 million for approximately 45,535.3 square meters. As of February 29, 2024, we entered into a number of agreements, 
at total cost of approximately RMB130.7 million for the development of state-owned construction land in Wuyuan, covering approximately 45,535.3 
square meters of construction area. As of February 29, 2024, RMB65.8 million had been paid for the construction. We expect to complete the construction 
in June 2024. We fund the construction through cash on hand and fixed asset loan.
 
ITEM 4A.	
UNRESOLVED STAFF COMMENTS
None.
 
 
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ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated 
financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks 
and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as 
a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.
A.	 Operating Results
Overview
We are dedicated to providing diversified smart learning solutions in China. Since our inception in 2007, we have witnessed tremendous 
developments in China’s learning industry and continued to upgrade our business strategies to capture the new opportunities brought by technology 
advance and evolving learning needs.
We started our business initially focusing on math education for elementary school students in Shanghai, from where we actively seeking to expand 
during the past years. 
We always keep a keen prospective for the evolving and developing industry. In addition to the course offerings that target improving learners and 
customers’ academic performance, we also began to expand our offerings by introducing study camp and learning trip in the recent years. This expansion 
aligns with our broader vision of integrating education with travel, leveraging the increasing demand for immersive and interactive learning experiences. In 
compliance with regulatory policies promulgated in 2021, we ceased offering the K-9 Academic AST Services in mainland China at the end of 2021. We 
have since realigned our business focus towards tourism services, learning services as well as learning technology and content solutions to capture evolving 
customer needs. We are hosting a series of study camps, learning trips and interest-oriented classes, and have continued to integrate technology with 
learning, promote industry innovation, and lead industry development form our inception.
We have shifted, and will continue to, shift our focus towards non-academic educational products and services, and explore other business 
opportunities by leveraging our educational resources accumulated over our operating history. Our revenue was RMB250.2 million in the 2022 fiscal year, 
RMB34.2 million in the 2023 fiscal year and RMB125.4 million (US$17.4 million) in the 2024 fiscal year, respectively. We recorded net loss of RMB118.7 
million in the 2022 fiscal year, RMB33.5 million in the 2023 fiscal year and net income of RMB2.8 million (US$0.4 million) in the 2024 fiscal year. We 
recorded adjusted net loss, which exclude share-based compensation expenses, unrealized holding gain (loss) in investments, impairment loss on intangible 
assets and goodwill (net of tax effect) and impairment loss on long-lived assets (net of tax effect), was RMB54.4 million in the 2022 fiscal year, adjusted 
net loss of RMB26.5 million in the 2023 fiscal year, and adjusted net income of RMB5.7 million (US$0.8 million) in the 2024 fiscal year.
Major Factors Affecting Our Results of Operations
Our results of operations are affected by various general factors affecting the learning solution and enrichment activity market in China, which 
include changes in population growth, disposable income per capita and level of urbanization, changes in demand from individual learners or educational 
institutions for learning solutions, changes in regulatory, legal and public policy landscape, changes in technology development, and general economic and 
business conditions in China and globally. Adverse changes in any of these factors could materially and negatively affect demand for our products and 
services and our results of operations.
We believe that our results of operations are more directly affected by specific factors relating to our business, which are primarily as follows:
Our ability to deliver high-quality products and services in our existing businesses
Historically, our success largely depends on our deep understanding of, and close relationship with, our learners and customers. We seek to continue 
to maintain our competitive advantages in our existing businesses.
Learning Services. The performance of learning services hinges on the relevance and quality of the course content, the expertise and reputation of 
our instructors, and the effectiveness of our marketing and student recruitment efforts. Staying attuned to evolving customer demands and industry trends is 
crucial to ensuring the 
 
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sustained competitiveness of our non-academic tutoring programs. Continuously investing in recruiting and retaining top-tier instructors, enhancing our 
curriculum design, and improving the technological infrastructure supporting our tutoring services are critical to driving enrollment and retention in this 
business segment. Maintaining the trust and satisfaction of students and parents is paramount for the success of our non-academic tutoring offerings.
Tourism services. The results of operations of our trip-related services and study camp business depend on our abilities to retain existing participants 
and attract new ones by maintaining the consistency and quality of our services, successfully executing our pricing strategies, enhancing our operational 
efficiency, and to meet the evolving needs of our customers through introduction of new offerings and excellent experience. Our relationships with 
expanding pool of business partners serve as the foundation for us to provide a diverse selection of offerings from budget to premium products and services 
to satisfy the varied needs of our customers base.
Learning technology and content solutions. The success of our learning technology and content solutions primarily depends on our abilities to 
continue to provide quality services to our existing customers leveraging our technology and content developing capabilities, in particular, to tailor our 
learning technology products and services to the needs of customers and to further develop our accumulated immense content library.
We believe our ability to deliver high-quality products and services well positions us to keep competitive in our existing businesses. However, any 
compromise in such ability may materially and adversely affect the success and growth of our existing businesses, thus negatively impacting our results of 
operations.
Our ability to broaden offerings of our learning solutions and enrichment activities
Our results of operations are also affected by our ability to invest in and develop new service offerings and further penetrate our potential customer 
base.
We have accumulated deep understanding of China’s learning industry through years of operation and are well-positioned in delivering 
comprehensive learning services beyond traditional courses and textbooks. Going forward, we intend to further broaden our footprint and launch new 
products and services accommodating broader audience.
Our ability to attract, train and retain talents
To manage and support our growth, it is critical for us to recruit, train and retain qualified talents, including teachers, research and development 
talents and management personnel, as well as other personnel in administrative and selling and marketing functions, in particular during the time as we are 
going through the transition of our business model.
Our ability to attract, train and retain these qualified talents primarily depends on our ability to offer competitive compensation, effective and 
continued training opportunities and rotation opportunities within our organization as well as the development path to management opportunities.
Our ability to manage costs and expenses
Our ability to maintain and increase our operational efficiency also depends on our ability to effectively control our costs and expenses. We offer 
competitive compensation to our faculty in order to attract and retain the best talent. The number of our full-time teachers was 150, 76, and 83 as of 
February 28, 2022, February 28, 2023 and February 29, 2024, respectively, mainly due to our cessation of K-9 Academic AST Services offering in 
mainland China by the end of 2021. Nevertheless, we expect that our total costs and expenses will increase in line with the development and growth of our 
new business lines, which is likely to be partially offset by our increasing economies of scale and improved operating efficiency.
Economy and travel industry trends
Our tourism business is driven by the demand for travel services in China. Demand for travel services primarily depends on the growth of the 
economy. Economic growth generally stimulates willingness to pay for travel services and their affordability, thus helping increase travel frequency and 
spending.
Our business and results of operations can be adversely affected by disruptions in the travel industry, such as (i) the outbreaks of pandemics, 
epidemics, or fear of spread of contagious diseases, (ii) geopolitical uncertainty, 
 
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political unrest, or civil strife, (iii) natural disasters or poor weather conditions, such as hurricanes, earthquakes, or tsunamis, and (iv) any travel restrictions 
or other security procedures implemented in connection with any major events in key markets.
Seasonality
Our business is subject to seasonal fluctuations in demand for our travel products and services as well as our learning services. Typically, the second 
quarter of each fiscal year generates the highest portion of our annual net revenues. This is primarily driven by increased consumer demand for leisure 
travel during the summer months, especially among our core customer base in China. Additionally, demand for learning services tends to peak during the 
summer and winter break when students have more time to dedicate to extracurricular learning. We expect such seasonal fluctuations to continue to impact 
our future financial results.
 
Key Components of Results of Operations
Revenue
In the fiscal years ended February 28, 2022, 2023 and February 29, 2024, we generated total net revenues of RMB250.2 million, RMB34.2 million 
and RMB125.4 million (US$17.4 million), respectively. 
In compliance with the Alleviating Burden Opinion Regarding Compulsory Education and applicable rules, regulations and measures, we ceased 
offering K-9 Academic AST Services in mainland China by the end of December 2021. Our revenues generated from K-9 Academic AST Services was 
RMB208.3 million, nil and nil for the years ended February 28, 2022, 2023 and February 29, 2024, respectively. Such cessation has had a significantly 
negative impact on our financial performance for the fiscal year ended February 28, 2022, 2023 and February 29, 2024 since revenues from offering K-9 
Academic AST Services accounted for a substantial majority of our total revenues prior to our cessation of such business. To this end, we have shifted, and 
will continue to, shift our focus towards non-academic educational products and services, and explore other business opportunities, such as study camp and 
leaning trip, by leveraging our educational resources accumulated over our operating history.
We have realigned our business focus toward (i) learning services, mainly non-academic tutoring, (ii) tourism services, offers customized tourism 
services to travel agencies, corporate customers, and individuals, including but not limited to services like chartered bus service, itinerary route schedule, 
sightseeing tour guidance, accommodation arrangement and (iii) learning technology and content solutions, mainly include course design and development 
services, digital learning system, student management platform and promotional assistance for educational institutions and K-12 schools, staff outsourcing 
services, etc.. The table below sets forth a breakdown of our revenue for the periods indicated (net of VAT and related surcharges). 
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
%
   
RMB
   
%
   
RMB
   
US$
   
%
 
 
 
(in thousands, except for percentage)
 
Learning services
  
235,627    
94.2    
18,516    
54.1    
65,842    
9,148    
52.5 
Tourism services
  
1,843    
0.7    
3,502    
10.2    
51,880    
7,208    
41.4 
Learning Technology 
and content solutions
  
13,537    
5.4    
12,328    
36.0    
7,978    
1,108    
6.4 
Less: sales tax
  
784    
0.3    
130    
0.3    
255    
36    
0.3 
Total
  
250,223    
100.0    
34,216    
100.0    
125,445    
17,428    
100.0 
 
 
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Cost of Revenue
Our cost of revenue primarily consists of (i) tourism services related expense, which primarily consist of tour travel expense, accommodation 
expense and transportation expenditures, (ii) Staff costs, which primarily consist of teaching salaries and other benefits for the teachers and related service 
providing staff, (iii) rental, utilities and maintenance costs for the learning centers, and (iv)amortization of leasehold improvement of learning centers. Our 
total cost of revenue increased compared to that of the fiscal year ended February 28, 2023, as a result of the business growth from tourism services, where 
we pay to travel suppliers for transportation, accommodation, tour guides and etc. and increased staff cost from enrichment learning service. Our total cost 
of revenue decreased compared to that of the fiscal year ended February 28, 2022 due to cessation of our K-9 Academic AST Services offering, partially 
offset by the increase in line with the development of our new business lines as we organize more tourism groups and expand the size of our existing 
faculty. The table below sets forth a breakdown of our cost of revenue for the periods indicated:
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
%
   
RMB
   
%
   
RMB
   
US$
   
%
 
 
 
(in thousands, except for percentage)
 
Tourism service related 
expense
  
1,335    
0.9    
2,250    
11.3    
45,786    
6,361    
57.3 
Staff costs
  
85,134    
56.9    
14,089    
70.7    
23,853    
3,314    
29.8 
Rental, utilities and 
maintenance costs
  
38,473    
25.7    
481    
2.4    
457    
63    
0.6 
Depreciation of leasehold 
improvement

 of learning centers
  
6,706    
4.5    
1,409    
7.1    
2,167    
301    
2.7 
Other expenses
  
17,967    
12.0    
1,693    
8.5    
7,688    
1,069    
9.6 
Total
  
149,615    
100.0    
19,922    
100.0    
79,951    
11,108    
100.0 
 
Operating Expenses
Our operating expenses primarily consist of general and administrative expenses and sales and marketing expenses. The table below sets forth a 
breakdown of our operating expenses for the periods indicated: 
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
%
   
RMB
   
%
   
RMB
   
US$
   
%
 
 
 
(in thousands, except for percentage)
 
General and administrative expenses   
85,298    
51.1    
45,291    
90.7    
44,337    
6,160    
81.0 
Sales and marketing expenses
  
22,045    
13.2    
4,668    
9.3    
6,753    
938    
12.3 
Lease termination loss
  
7,046    
4.2    
—    
—    
—    
—    
— 
Impairment loss on intangible assets 
and goodwill
  
44,562    
26.8    
—    
—    
—    
—    
— 
Impairment loss on other long-lived 
assets
  
7,871    
4.7    
—    
—    
3,674    
510    
6.7 
Total
  
166,822    
100.0    
49,959    
100.0    
54,764    
7,608    
100.0 
 
 
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General and Administrative Expenses
Our general and administrative expenses primarily consist of (i) staff costs and employee benefits for our executive, finance, legal, information 
technology, human resources and other administrative personnel, (ii) office rent, utility and other expenses, (iii) cost of third-party professional services, 
and (iv) share-based compensation expenses for our administrative personnel. Our general and administrative expense remained stable compared to that of 
the fiscal year ended February 28, 2023, since no additional contribution made into the administration work. 
Sales and Marketing Expenses
Sales and marketing expenses primarily consist of promotional and advertising expenses and salaries and benefits for our sales and marketing 
personnel. Historically, we have relied on word-of-mouth referrals for our student recruitment. As such, we have incurred relatively low sales and 
marketing expenses. In the 2017 fiscal year, we entered into a funding commitment agreement with ECNU, pursuant to which we would provide funding of 
a total amount of RMB100 million to ECNU, payable over a five-year period starting from 2017. We expect this funding commitment and our 
collaboration with ECNU to positively impact our branding efforts and aid in our expansion to cities outside of Shanghai. Consequently, our sales and 
marketing expenses primarily consisted of a RMB10 million, nil and nil funding commitment accrual to ECNU in the years ended February 28, 2022, 2023 
and February 29, 2024, respectively. Our sales and marking expense increased, compared to the fiscal year ended February 28, 2023, as we carried on some 
advertising campaign through some agents to attract learners to register enrichment learning services. 
Taxation
Cayman Islands
We are an exempted company incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or 
capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
Hong Kong
Our wholly-owned subsidiary in Hong Kong, Four Seasons Education HK, is subject a two-tiered profits tax rate regime which is applicable to any 
year of assessment commencing on or after April 1, 2018. The profits tax rate for the first HK dollar 2,000,000 of profits of corporations will be lowered to 
8.25%, while profits above that amount will continue to be subject to the tax rate of 16.5%. No provision for Hong Kong profits tax has been made in our 
consolidated financial statements as Four Seasons Education HK has no assessable income for the 2022, 2023 and 2024 fiscal years.
PRC
Our subsidiaries and VIEs in China are companies incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their 
taxable income in accordance with the relevant PRC income tax laws. Pursuant to the PRC Enterprise Income Tax Law, a uniform 25% enterprise income 
tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies. The enterprise 
income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.
We are subject to VAT at a rate of 6%, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments 
in accordance with PRC law. In addition, most of the VIEs involved in the non-diploma education service industry choose the simplified method of 
taxation where the VAT collection rate is 3%.
As a Cayman Islands holding company, we may receive dividends from our WFOE through Four Seasons Education HK. The PRC Enterprise 
Income Tax Law and its implementing rules provide that dividends paid by a PRC entity to a non-resident enterprise for income tax purposes is subject to 
PRC withholding tax at a rate of 10%, 
 
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subject to reduction by an applicable tax treaty with China. Pursuant to the Arrangement between Mainland China and the Hong Kong Special 
Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends 
by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% 
of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of 
Tax Agreements, or SAT Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced 
withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident 
enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the 
dividends. In August 2015, the State Administration of Taxation promulgated the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatment 
under Tax Treaties, or SAT Circular 60, which became effective on November 1, 2015. SAT Circular 60 provides that non-resident enterprises are not 
required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, non-resident enterprises and their 
withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the 
reduced withholding tax rate, and file the necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing 
examinations by the relevant tax authorities. The State Administration of Taxation promulgated the Administrative Measures for Non-resident Taxpayers to 
Enjoy Treatment under Treaties, or SAT Circular 35, which became effective on January 1, 2020 and replaced the Circular 60. SAT Circular 35 reiterates 
that that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax and 
may apply the reduced withholding tax rate upon self-assessment. Comparing to the SAT Circular 60, the SAT Circular 35 does not require the non-resident 
enterprises to file the supporting documents when performing tax filing. Instead, the non-resident enterprises are required to retain the supporting 
documents for the post-tax filing examinations by the relevant tax authorities. Accordingly, Four Seasons Education HK may be able to benefit from the 
5% withholding tax rate for the dividends it receives from Shanghai Fuxi, if it satisfies the conditions prescribed under SAT Circular 81 and other relevant 
tax rules and regulations. However, according to SAT Circular 81 and SAT Circular 35, if the relevant tax authorities consider the transactions or 
arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding 
tax in the future.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC 
Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information — D. 
Risk Factors — Risks Related to Doing Business in the PRC — Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident 
enterprise,” which could result in unfavorable tax consequences to us and our non-PRC shareholders.”
Critical Accounting Estimates 
We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. 
GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the 
financial statements and reported amounts of revenue and expenses during the reporting period. We continually evaluate these judgments and estimates 
based on our own experience, knowledge and assessment of current business and other conditions, and our expectations regarding the future based on 
available information and assumptions that we believe to be reasonable. Since the use of estimates is an integral component of the financial reporting 
process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their 
application.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other 
uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical 
accounting policies and practices include the following: (i) revenue recognition; (ii) fair value of investments; (iii) income taxes; and (iv) leases. See Note 2
—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the 
following accounting estimates involve the most significant judgments used in the preparation of our financial statements.
 
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Income Taxes
We are required to make estimates and apply our judgements in determining the provision for income tax expenses for financial reporting purpose 
based on tax laws. In calculating the effective income tax rate, we make estimates and judgements, including the calculation of tax credits and the timing 
differences of recognition of revenues and expenses between financial reporting and tax reporting. These estimates and judgements may result in 
adjustments of pre-tax income amount filed with local tax authorities in accordance with relevant local tax rules and regulations in various tax jurisdictions. 
Although we believe that our estimates and judgments are reasonable, actual results may be materially different from the estimated amounts. Changes in 
these estimates and judgements may result in material increase or decrease in our provision for income tax expenses. 
Deferred tax assets and liabilities are recognized for expected future tax consequences of temporary differences between the financial reporting and 
tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, 
based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When we 
determine and quantify the valuation allowances, we consider such factors as projected future taxable income, the availability of tax planning strategies, the 
historical taxable income and losses in prior years, and future reversals of existing taxable temporary differences. The assumptions used in determining 
projected future taxable income require significant judgment. Actual operating results in future years could differ from our current assumptions, judgments 
and estimates. Changes in these estimates and assumptions may materially affect the tax position measurement and financial statement recognition. If, in 
the future, we determine that we would not be able to realize our recorded deferred tax assets, an increase in the valuation allowance would decrease our 
earnings in the period in which such determination is made. We recorded deferred tax assets of RMB0.6 million and nil net of valuation allowance of 
RMB30.5 million and RMB35.2 million (US$4.9 million), as of February 28, 2023 and February 29, 2024, respectively.  
Impairment of long-lived assets
We evaluate the recoverability of long-lived assets with determinable useful lives, including property and equipment and intangible assets, whenever 
events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. We measure the carrying amount of long-lived asset 
against the estimated undiscounted future cash flows associated with it. An impairment charge is recognized when the estimated undiscounted cash flows 
expected to result from the use of the asset plus net proceeds expected from the disposition of the asset, if any, are less than the carrying value of the asset 
net of other liabilities. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being 
evaluated. These assumptions require judgment and actual results may differ from assumed and estimated amounts. We recognized RMB7.9 million, nil 
and RMB3.7 million (US$0.5 million) impairment loss of property and equipment during the years ended February 28, 2022, 2023, and February 29, 2024, 
respectively. We recognized RMB2.3 million, nil and nil impairment loss on intangible assets during the years ended February 28, 2022, 2023, and 
February 29, 2024, respectively.
Recent Accounting Pronouncements
A list of recent accounting announcements that are relevant to us is included in note 2(ac) to our consolidated financial statements included 
elsewhere in this annual report. 
 
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Results of Operations
The table below sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together 
with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily 
indicative of the results that may be expected for any future period. 
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
%
   
RMB
   
%
   
RMB
   
US$
   
%
 
 
 
(in thousands, except for percentages)
 
Summary Consolidated 
Statements of

   Operations:
 
     
     
     
     
     
     
   
Revenue
 
     
     
     
     
     
     
   
--Revenue from third parties
  
249,274   
99.6     
26,556   
77.6     
123,076    
17,099    
98.1 
--Revenue from related parties
  
949   
0.4     
7,660   
22.4     
2,369    
329    
1.9 
Total Revenue
  
250,223    
100.0    
34,216    
100.0    
125,445    
17,428    
100.0 
Cost of revenue
  
(149,615)   
(59.8)   
(19,922)   
(58.2)   
(79,951)   
(11,108)   
(63.7)
Gross profit
  
100,608    
40.2    
14,294    
41.8    
45,494    
6,320    
36.3 
Operating expenses
 
     
     
     
     
     
     
   
General and administrative 
expenses
  
(85,298)   
(34.1)   
(45,291)   
(132.4)   
(44,337)   
(6,160)   
(35.4)
Sales and marketing expenses
  
(22,045)   
(8.8)   
(4,668)   
(13.6)   
(6,753)   
(938)   
(5.4)
Lease termination loss
  
(7,046)   
(2.9)   
—    
—    
—    
—    
— 
Impairment loss on intangible 
assets and goodwill
  
(44,562)   
(17.8)   
—    
—    
—    
—    
— 
Impairment loss on other long-
lived assets
  
(7,871)   
(3.1)   
—    
—    
(3,674)   
(510)   
(2.9)
Operating (loss) income
  
(66,214)   
(26.5)   
(35,665)   
(104.2)   
(9,270)   
(1,288)   
(7.4)
Subsidy income
  
2,298    
0.9    
1,412    
4.1    
728    
101    
0.6 
Gain from disposal of liabilities 
and a subsidiary
  
4,048    
1.7    
—    
—    
—    
—    
— 
Interest income, net
  
3,230    
1.3    
2,284    
6.7    
7,235    
1,005    
5.8 
Realized gain in investments
  
1,749    
0.7    
1,867    
5.5    
3,207    
446    
2.6 
Unrealized holding (loss) gain in 
investments
  
(2,855)   
(1.1)   
(3,794)   
(11.2)   
3,910    
543    
3.1 
Other (expenses) income, net
  
(2,395)   
(1.0)   
1,401    
4.1    
(1,434)   
(199)   
(1.2)
Impairment loss on long-term 
investments
  
—    
—    
—    
—    
(500)   
(69)   
(0.5)
(Loss) Income before income 
taxes and

loss from equity method 
investments
  
(60,139)   
(24.0)   
(32,495)   
(95.0)   
3,876    
539    
3.0 
Income tax expense
  
(21,843)   
(8.7)   
(993)   
(2.9)   
(1,101)   
(153)   
(0.9)
Loss from equity method 
investments
  
(36,750)   
(14.7)   
—    
—    
—    
—    
— 
Net (loss) income
  
(118,732)   
(47.4)   
(33,488)   
(97.9)   
2,775    
386    
2.1 
 
 
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Year Ended February 29, 2024 Compared to Year Ended February 28, 2023
Revenue
Our total revenue increased by 266.6% to RMB125.4 million (US$17.4 million) for the 2024 fiscal year from RMB34.2 million in the 2023 fiscal 
year, mainly driven by the rapid growth in the tourism services due to the tourism business development through business acquisition in the 2024 fiscal 
year, and rapid growth in the learning services business primarily due to the business recovery from the COVID-19 impact as the PRC government had 
removed the restrictive measures in China since December 2022, and also our business expansion effort for the learning services.  
Cost of Revenue
Our total cost of revenue increased by 301.3% from RMB19.9 million in the 2023 fiscal year to RMB80.0 million (US$11.1 million) for the fiscal 
year 2024, primarily attributable to the increase in cost related to the tourism business and the staff cost of the learning services, which is in line with the 
revenue growth. 
Gross Profit
As a result of the foregoing, our gross profit was RMB45.5 million (US$6.3 million) for 2024 fiscal year, compared with RMB14.3 million in the 
2023 fiscal year. Our gross margin was 41.8% and 36.3% for the 2023 and 2024 fiscal year, respectively. 
General and Administrative Expenses
Our general and administrative expenses decreased by 2.1% from RMB45.3 million in the 2023 fiscal year to RMB44.3 million (US$6.2 million) 
for the 2024 fiscal year.
Sales and Marketing Expenses
Our sales and marketing expenses increased by 44.7% from RMB4.7 million in the 2023 fiscal year to RMB6.8 million (US$0.9 million) in the 
2024 fiscal year, primarily due to the increase in advertising activities for business development.
Non-Operating Income (Expense)
Our non-operating income (expense) was composed of interest income, realized gain in investments, unrealized holding gain (loss) in investments, 
subsidy income and other income, net. Our non-operating income (expense) increased by 314.7% from RMB3.2 million for the 2023 fiscal year to 
RMB13.1 million (US$1.8 million) for the 2024 fiscal year, mainly attributable by changes in fair value of the financial instruments and also the interest 
income from financial instruments and restricted cash.
Income (Loss) Before Income Taxes and Loss from Equity Method Investments
As a result of the foregoing, our income before income taxes and loss from equity method investments was RMB3.9 million (US$0.5 million) in the 
2024 fiscal year, compared to the loss of RMB32.5 million in the 2023 fiscal year.
Income tax expense
Our income tax expense increased by 10.9% from RMB1.0 million for the 2023 fiscal year to RMB1.1 million (US$0.2 million) in the 2024 fiscal 
year, mainly due to that some subsidiaries generated net profits along with revenue growth in learning services and tourism services in 2024 fiscal year.
 
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Net Income (Loss)
As a result of the foregoing, we recorded net income of RMB2.8 million (US$0.4 million) in the 2024 fiscal year, compared to the loss of RMB33.5 
million in the 2023 fiscal year..
 
Year Ended February 28, 2023 Compared to Year Ended February 28, 2022
Revenue
Our total revenue was RMB34.2 million for the 2023 fiscal year and RMB250.2 million in the 2022 fiscal year, primarily due to the decrease of 
RMB217.1 million in revenue generated from learning services, resulting from the cessation of our K-9 Academic AST Services in mainland China by the 
end of 2021, partially offset by the increase of RMB1.7 million in revenue generated from study camp as we rollout our study camp in Hubei province.  
Cost of Revenue
Our total cost of revenue decreased by 86.7% from RMB149.6 million in the 2022 fiscal year to RMB19.9 million for the fiscal year 2023, primarily 
attributable to the decrease of RMB71.0 million in staff costs, and RMB38.0 million in rental, utilities and maintenance costs for the learning centers, 
resulting from the closure of our learning centers and the decrease of number of teachers due to ceased K-9 Academic AST by the end of 2021. 
Gross Profit
As a result of the foregoing, our gross profit was RMB100.6 million and RMB14.3 million for the 2022 and 2023 fiscal year, respectively. Our gross 
margin was 40.2% and 41.8% for the 2022 and 2023 fiscal year, respectively. 
General and Administrative Expenses
Our general and administrative expenses decreased by 46.9% from RMB85.3 million in the 2022 fiscal year to RMB45.3 million for the 2023 fiscal 
year, primarily due to the decrease in staff costs of our administrative personnel, resulting from the closure of our learning centers due to ceased K-9 
Academic AST by the end of 2021.
Sales and Marketing Expenses
Our sales and marketing expenses decreased by 78.8% from RMB22.0 million in the 2022 fiscal year to RMB4.7 million in the 2023 fiscal year, 
primarily because we made our last funding commitments accrual to ECNU in the 2022 fiscal year.
Non-Operating Income (Expense)
Our non-operating income (expense) was composed of gain from disposal of liabilities and a subsidiary, interest income, realized gain in 
investments, unrealized holding gain (loss) in investments, subsidy income and other income, net. Our non-operating income (expense) decreased by 
47.8% from RMB6.1 million for the 2022 fiscal year to RMB3.2 million (US$0.5 million) for the 2023 fiscal year, mainly due to the decrease in gain from 
disposal of liabilities and a subsidiary.
Loss Before Income Taxes and Loss from Equity Method Investments
As a result of the foregoing, our loss before income taxes and loss from equity method investments was RMB32.5 million in the 2023 fiscal year, 
compared to the RMB60.1 million in the 2022 fiscal year.
Income tax expense
Our income tax expense decreased by 95.5% from RMB21.8 million for the 2022 fiscal year to RMB1.0 million (US$0.1 million) in the 2023 fiscal 
year, mainly attributable by the deterioration in the financial performance since we ceased offering K-9 Academic AST by the end of 2021.
 
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Net Loss
As a result of the foregoing, we recorded net loss of RMB118.7 million and RMB33.5 million in the 2022 and 2023 fiscal year, respectively.
Non-GAAP Measures
We use adjusted net income (loss), a non-GAAP financial measure, in the evaluation of our operating results and in our financial and operational 
decision-making.
Adjusted net income (loss) represents net income (loss) before the impact of (i) share-based compensation expenses; (ii) unrealized holding gain 
(loss) in investments; (iii) impairment loss on intangible assets and goodwill (net of tax effect); and (iv) impairment loss on long-lived assets. We believe 
that adjusted net income (loss) helps us identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we 
include in net income (loss). 
Adjusted net income (loss) should not be considered in isolation or construed as an alternative to net income (loss) or any other measure of 
performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the 
most directly comparable GAAP measures. Adjusted net income (loss) presented here may not be comparable to similarly titled measures presented by 
other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We 
encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
The table below sets forth a reconciliation of our net loss to adjusted net income (loss) for the periods indicated: 
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
 
(in thousands)
 
Net (loss) income
   
(118,732)    
(33,488)    
2,775     
386 
Add: share-based compensation expenses (net of tax

   effect of nil)
   
9,002     
3,168     
3,122     
434 
Add: Unrealized holding loss (gain) in investments (net 
of tax effect of nil)
   
2,855     
3,794     
(3,910)    
(543)
Add: impairment loss on intangible assets and goodwill

 (net of tax effect of nil)
   
44,562     
—     
—     
— 
Add: impairment loss on long-lived assets (net of tax

 effect of nil)
   
7,871     
—     
3,674     
510 
Adjusted net (loss) income (non-GAAP)
   
(54,442)   
(26,526)   
5,661    
787 
 
B.	
Liquidity and Capital Resources
Cash Flows and Working Capital 
Our principal sources of liquidity have been cash generated from operating activities, net proceeds we received from our initial public offering, and 
to a lesser extent, proceeds from the issuance of our convertible redeemable preferred shares.
As of February 28, 2023 and February 29, 2024, we had RMB175.7 million and RMB180.2 million (US$25.0 million), respectively, in cash and 
cash equivalents. Cash and cash equivalents consist of cash on hand, cash in bank, time deposits with original maturities of three months or less when 
purchased and floating rate financial instruments 
 
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which are unrestricted as to withdrawal or use. Our cash and cash equivalents are primarily denominated in Renminbi. Historically, we have financed our 
operations through cash generated from operating activities and net proceeds we received from our initial public offering. We intend to finance our future 
working capital requirements and capital expenditures from cash generated from operating activities and from the funds raised from financing activities, 
including the net proceeds we received from our initial public offering and fixed assets loan supported by the uncommitted credit facility with China 
Merchants Bank. We believe that our available cash and cash equivalents will be sufficient to meet our working capital requirements and capital 
expenditures in the ordinary course of business for the next twelve months.
However, we may require additional cash resources due to changing business conditions or other future developments, including any investments or 
acquisitions we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to sell equity or 
equity-linked securities, sell debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on 
terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would result in additional dilution to our 
shareholders. The incurrence of indebtedness and issuance of debt securities would result in debt service obligations and could result in operating and 
financial covenants that restrict our operations and our ability to pay dividends to our shareholders.
As a holding company with no material operations of our own, we are a corporation separate and apart from our subsidiaries and the VIEs and, 
therefore, must provide for our own liquidity. We conduct our operations in China primarily through our PRC subsidiaries and the VIEs. As a result, our 
ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our PRC subsidiaries incur debt on their 
own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries are 
permitted to pay dividends to us only out of their respective retained earnings, if any, as determined in accordance with Chinese accounting standards and 
regulations.
Under applicable PRC laws and regulations, our PRC subsidiaries are each required to set aside a portion of its after tax profits each year to fund 
certain statutory reserves, and funds from such reserves may not be distributed to us as cash dividends except in the event of liquidation of such 
subsidiaries. These statutory limitations affect, and future covenant debt limitations might affect, our PRC subsidiaries’ ability to pay dividends to us. As a 
result of the foregoing PRC laws and regulations, our PRC subsidiaries and the VIEs are restricted from transferring a portion of their net assets to us. The 
amounts restricted include paid-in capital and the statutory reserves of the VIEs without considering the effect of elimination upon consolidation during the 
relevant period. As of February 29, 2024, total restricted net assets were RMB138.5 million (US$19.2 million). We currently believe that such limitations 
will not impact our ability to meet our ongoing short-term cash obligations although we cannot assure you that such limitations will not affect our ability to 
meet our short-term cash obligations and to distribute dividends to our shareholders in the future.
The following table sets forth a summary of our cash flows for the periods indicated:  
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
US$
 
 
 
(in thousands)
 
Net cash (used in) provided by operating activities
   
(91,321)    
(25,493)    
16,556     
2,300 
Net cash provided by (used in) investing activities
   
4,297     
(96,702)    
71,481     
9,931 
Net cash (used in) provided by financing activities
   
(25,555)    
(838)    
41,268     
5,734 
Effect of foreign exchange rate changes
   
(3,932)    
27,389     
(4,117)    
(572)
Net (decrease) increase in cash and cash equivalents and

   restricted cash
   
(116,511)    
(95,644)    
125,188     
17,393 
Cash and cash equivalents and restricted cash at

   beginning of the year
   
389,213     
272,702     
177,058     
24,599 
Cash and cash equivalents and restricted cash at

   end of the year
   
272,702     
177,058     
302,246     
41,992 
 
 
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Operating Activities
Net cash provided by operating activities amounted to RMB16.6 million (US$2.3 million) in the 2024 fiscal year. It reflected the net income of 
RMB2.8 million (US$0.4 million), primarily adjusted by: (i) increase in deferred revenue of RMB10.4 million (US$1.4 million), (ii) noncash lease 
expenses of RMB4.0 million (US$0.6 million) , (iii) depreciation of property and equipment of RMB3.7 million (US$0.5 million), (iv) loss from property 
and equipment impairment of RMB3.7 million (US$0.5million), (v) share-based compensation of RMB3.1 million (US$0.4 million), (vi) decrease in 
amount due from related parties of RMB2.9 million (US$0.4 million), (vii) increase in amount due to related parties of RMB1.1 million (US$0.2 million) 
and (viii) increase in income tax payable of RMB1.0 million (US$0.1 million); partially offset by (i) increase in other receivables, deposits and other assets 
of RMB7.1 million (US$1.0 million), (ii) fair value changes of investments of RMB3.9 million (US$0.5 million), (iii) decrease in operating lease liabilities 
of RMB3.2 million (US$0.4 million, (iv) loss from deregistration of subsidiaries of RMB2.2 million (US$0.3 million).
Net cash used in operating activities amounted to RMB25.5 million in the 2023 fiscal year. It reflected the net loss of RMB33.5 million, primarily 
adjusted by:(i) increase in amounts due from related parties of RMB8.2 million , (ii) decrease in accrued expenses and other current liabilities of RMB7.6 
million , and (iii) decrease in operating lease liabilities of RMB2.1 million; partially offset by (i) decrease in other receivables, deposits and other assets of 
RMB3.9 million, (ii) share-based compensation of RMB3.2 million, (iii) decrease in other non-current assets of RMB3.0 million, (iv) depreciation of 
property and equipment of RMB2.8 million, (v) noncash lease expenses of RMB3.0 million, (vi) increase in income tax payable of RMB2.4 million. (vii) 
fair value changes of investments of RMB2.0 million and (vii) provision of credit loss of RMB1.4 million.
Net cash used in operating activities amounted to RMB91.3 million in the 2022 fiscal year. It reflected the net loss of RMB118.7 million, primarily 
adjusted by: (i) deferred revenue of RMB66.1 million, (ii) changes in operating lease liabilities of RMB59.8 million, (ii) other receivables, deposits and 
other assets of RMB11.9 million, (iv) gain from disposal of liabilities and a subsidiary of RMB4.0 million, and (v) accrued expenses and other current 
liabilities of RMB3.1 million; partially offset by: (i) loss from goodwill impairment of RMB42.3 million, (ii) noncash lease expenses of RMB39.5 million, 
(iii) loss from equity method investments, net of taxes of RMB36.8 million, (iv) deferred income taxes of RMB14.4 million, (v) share-based compensation 
of RMB9.0 million, (vi) depreciation of property and equipment of RMB8.5 million, (vii) loss from property and equipment impairment of RMB7.9 
million, (viii) provision for credit losses of RMB6.9 million, (ix) income tax payable of RMB4.6 million, and (x) loss from intangible assets impairment of 
RMB2.3 million.
 
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Investing Activities
Net cash provided by investing activities amounted to RMB71.5 million (US$9.9 million) in the 2024 fiscal year. This was primarily attributable to 
(i) proceeds from maturity of investments of RMB351.8 million (US$48.9 million) and (ii) collection of loans to related parties of RMB5.3 million 
(US$0.7 million), and offset by (i) purchases of short-term investments under fair value of RMB103.1 million (US$14.3 million), (ii) purchases of long-
term investments under fair value of RMB93.3 million (US$13.0 million), (iii)purchase of property and equipment of RMB56.6 million (US$7.9 million) 
(iv) purchase of short-term investments of RMB18.9 million (US$2.6 million), (v) payments to long-term investments of RMB9.0 million (US$1.3 
million), and (vi) loans to related parties of RMB4.8 million (US$0.7 million).
Net cash used in investing activities amounted to RMB96.7 million in the 2023 fiscal year. This was primarily attributable to purchases of short-
term investments under fair value of RMB175.8 million , purchases of long-term investments under fair value of RMB145.9 million, purchase of short-
term investments of RMB29.3 million , payments to long-term investments of RMB13.5 million, and purchases of property and equipment of RMB8.7 
million, offset by the proceeds from maturity of investments of RMB276.6 million.
Net cash provided by investing activities amounted to RMB4.3 million in the 2022 fiscal year. This was primarily attributable to proceeds from 
maturity of investments under fair value of RMB128.1 million, partially offset by the purchase of short-term investments of RMB89.5 million, the 
payments to long-term investments of RMB14.0 million and purchases of property and equipment of RMB9.9 million.
Financing Activities
Net cash provided by financing activities amounted to RMB41.3 million (US$5.7 million) in the 2024 fiscal year. This was primarily attributable to 
proceeds from bank loan of RMB40.0 million (US$5.6 million) and proceeds from related parties loans of RMB1.6 million (US$0.2 million).
Net cash used by financing activities amounted to RMB0.8 million in the 2023 fiscal year. This was primarily attributable to repayment on related 
parties loans of RMB0.6 million.
Net cash used by financing activities amounted to RMB25.6 million in the 2022 fiscal year. This was primarily attributable to repurchase of ordinary 
shares of RMB27.8 million and partially offset by the contribution from non-controlling interests of RMB3.6 million.
In December, 2023, the Group entered into a fixed asset loan agreement with China Merchants Bank in the amount of RMB90,000 (US$12,504). In 
January, 2024, the Group withdrew RMB40,000 (US$5,557) from the loan with maturity date in December, 2030 and an effective interest rate of 3.60%. 
The fixed asset loan is uncommitted fully cash backed, with restricted cash of RMB121,472 (US$16,876) as of February 29, 2024..
Material Cash Requirements
Our material cash requirements as of February 29, 2024 primarily include our working capital needs, capital expenditures, long-term borrowing 
repayments, lease obligations, capital commitment, and long-term investment obligations.
Our capital expenditures amounted to RMB10.0 million, RMB8.7 million and RMB56.6 million (US$7.9 million) in the 2022, 2023, 2024 fiscal 
year, respectively. Our capital expenditures were primarily related to construction and development of study camps and leasehold improvements.
The following table sets forth our contractual obligations as of February 29, 2024.
 
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Payment Due by Period
 
 
 
Less Than
   
More than
 
 
 
Total
   
1 Year
   
1-3 Years
   
3-5 years
   
5 years
 
 
 
RMB
   
US$
   
RMB
   
RMB
   
RMB
   
RMB
 
 
 
(in thousands)
 
Lease Obligations
   
2,412     
335     
1,412     
820     
180     
— 
Long-term investment obligations
   
9,000     
1,250     
9,000     
—     
—     
— 
Long-term borrowings
   
40,000     
5,557     
—     
4,000     
8,000     
28,000 
Capital commitments
   
64,896     
9,016     
64,896     
—     
—     
— 
Total
   
116,308     
16,158     
75,308     
4,820     
8,180     
28,000 
As of February 29, 2024, we had capital commitments of approximately RMB64.9 million (US$9.0 million). These commitments were solely 
related to contracts signed with vendors for study camps construction in Wuyuan, Jiangxi by the Group and are expected to be paid in one year.
Our long-term investment obligations represent obligations in connection with several investments as of February 29, 2024. As of February 29, 
2024, the payment due within one year and thereafter for our long-term investment obligations amounted to RMB9.0 million (US$1.3 million).
As of February 29, 2024, we had long-term borrowings amounted to RMB40 million (US$5.6 million) and are expected to be paid from July 25, 
2026 to December 15, 2030.
We intend to fund our existing and future material cash requirements primarily with anticipated cash flows from our existing cash balance and other 
financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. 
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not 
entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in our consolidated 
financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, 
liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market 
risk or credit support to us or engages in leasing, hedging or research and development services with us. 
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of February 
29, 2024. 
Off-balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In 
addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in 
our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that 
serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides 
financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Holding Company Structure
We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries and the VIEs. As a 
result, our ability to pay dividends depends upon dividends paid by our subsidiaries, which in turn depends on the service fees paid to Shanghai Fuxi by the 
VIEs. In the 2024 fiscal year, Shanghai Fuxi received service fees of RMB3.6 million (US$0.5 million) from the VIEs and did not distribute any dividends. 
Although we plan to continue to invest in and expand our PRC operations indefinitely, our WFOE may receive service fees from the VIEs and we may rely 
on dividends from our WFOE and other PRC subsidiaries for our cash needs in the future. Furthermore, if our PRC subsidiaries incur debt on their own 
behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
 
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Even though we currently do not require any such dividends, loans or advances from our entities for working capital and other funding purposes, we 
may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or 
merely to declare and pay dividends or distributions to our shareholders.
We operate and generate all of our revenue in the PRC. The VIEs in the PRC contributed 100%, 97.6% and 99.3% of our consolidated revenue for 
the years ended February 28, 2022, 2023 and February 29, 2024, respectively.
Our assets are located in the Cayman Islands, the PRC and Hong Kong. As of February 29, 2024, 41.7% of our total assets were located in the PRC, 
57.6% of our total assets were located in the Cayman Islands and 0.7% of our total assets were located in Hong Kong. The table below sets forth the 
respective asset contributions of (i) our company and our subsidiaries and (ii) the VIEs in the PRC for the periods indicated as a percentage of total assets:
 
 
 
Assets
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
Our Company and our subsidiaries
 
    
    
   
Four Seasons Education Cayman
   
55.8%   
62.0%   
57.6%
Four Seasons Education HK and other subsidiaries
   
9.6%   
7.1%   
16.3%
Shanghai Fuxi
   
13.7%   
13.9%   
12.5%
Our variable interest entities
   
20.9%   
17.0%   
13.6%
Total assets
   
100.0%   
100.0%   
100.0%
 
*	
The percentages given exclude inter-company transactions among Four Season Education (Cayman) Inc., its subsidiaries and its variable interest 
entities.
C.	
Research and Development, Patents and Licenses, etc.
Research and Development
All costs that are incurred in connection with the planning and implementation phases of the development of software for internal use are expensed. 
Costs incurred in the development phase are capitalized and amortized over the estimated useful life. No costs were capitalized for any of the periods 
presented.
Costs incurred internally in researching and developing a software product to be sold, leased or marketed are charged to expense as research and 
development costs prior to technological feasibility being established for the product. Once technological feasibility is established, all software costs are 
capitalized until the product is available for general release to customers. Technological feasibility is established upon completion of all the activities that 
are necessary to substantiate that the software product can be produced in accordance with its design specifications, including functions, features, and 
technical performance requirements. No costs were capitalized for any of periods presented.
Intellectual Property
See “Item 4. Information on the Company ⸺ B. Business Overview ⸺ Intellectual Property.”
D.	 Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the fiscal 
year ended February 29, 2024 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity or capital 
resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial conditions.
 
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E.	
Critical Accounting Estimates
For our critical accounting estimates, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Critical Accounting 
Estimates.”
 
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 
A.	 Directors and Senior Management
The following table provides information regarding our directors and executive officers as of the date of this annual report. 
 
Directors and Executive Officers
 
Age
 Position/Title
Peiqing Tian
 
62
 Chairman
Yi Zuo
 
49
 Director and Chief Executive Officer
Shaoqing Jiang
 
50
 Director
Zongwei Li
 
52
 Independent Director
Bing Yuan
 
56
 Independent Director
 
Peiqing Tian has served as our chairman since our inception and our chief executive officer from inception to November 2019. Mr. Tian has been 
dedicated to math education and critical to the development and success of our business. Mr. Tian is the editor-in-chief of Elementary School Mathematical 
Thinking: Practice Problems and Solutions and various other books on math education. In addition, he has served in various head coach and organizational 
committee positions for math competitions, such as director of the Shanghai regional organization committee of the Asia International Mathematical 
Olympiad Open Contest in 2015, head coach and secretary-general of the Asia Pacific Elementary School Mathematics Olympiad Invitational Competition 
in 2014 and head of the Shanghai testing center of the American Mathematics Competition in 2013. Prior to founding our company, he served as a teacher 
at Shanghai Wuning Middle School from 1984 to 1989. Between 1989 and 2004, Mr. Tian worked in management roles in several travel agencies. He 
received his bachelor’s degree in mathematics from East China Normal University in 1984.
Yi Zuo has served as our director since February 2015 and chief executive officer since November 2019. She also served as our chief financial 
officer from March 2017 to November 2019. Prior to joining us, Ms. Zuo served as a partner and the head of the China team of Lihui Private Fund, a 
private equity fund, from 2013 to 2016. She also has approximately 10 years of experience in investment banking at UBS Group AG, Morgan Stanley Asia 
Limited and Deutsche Bank AG, Hong Kong Branch. Prior to that, she served as a consulting manager at PricewaterhouseCoopers from 1997 to 2000. She 
received her MBA from Stanford Business School in 2004 and her bachelor’s degree in economics from Fudan University in 1997.
Shaoqing Jiang has served as our director since April 2017. Mr. Jiang currently serves as the operational director of Chengwei Capital. He has over 
10 years of experience in investments across the TMT, energy, semiconductor and environmental technologies sectors at Renaissance Environment 
Investment, Walden International, Cummings-Goldman Capital Partners and Chengwei Ventures. He received his MBA degree from Stern Business School 
of New York University in 2005 and his bachelor’s degree in English literature from Fudan University in 1997.
Zongwei Li has served as our independent director since November 2017. Mr. Li has served as chief financial officer of Linmon Media Limited 
since November 2022, a drama producing and distributing company listed on the Hong Kong Stock Exchange. He served as a managing director of Sailing 
Capital, a private equity fund, from June 2014 to March 2019. He served as an executive director and chief financial officer of Yingli Green Energy 
Holding Company Limited, a photovoltaic manufacturer listed on the New York Stock Exchange, from 2006 to 2014. He also has approximately 11 years 
of experience as a senior audit manager at Pricewaterhouse Coopers from 1995 to 2006. Prior to that, he served as a securities and futures trader at CITIC 
Securities from 1993 to 1995. Mr. Li is also currently an independent director and chairman of the audit committee of Yadea Group Holdings Ltd., an 
electric vehicle brand listed on the Hong Kong Stock Exchange. He also served as an independent director and chairman of the audit committee of Youku 
Tudou Inc., an Internet television company listed on the New York Stock Exchange 
 
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from 2010 to 2016. Mr. Li received his MBA from Olin School of Business, Washington University in St. Louis in 2006 and his bachelor’s degree in 
mechanical engineering from Shanghai Institute of Technology in 1993. Mr. Li is a nonpracticing certified member of China institute of Certified Public 
Accountants. His business address is 36/F, CITIC Plaza, 859 North Sichuan Road, Shanghai 200085, China.
Bing Yuan has served as our independent director since July 2020. Mr. Yuan is a co-founder and managing partner of Rockets Capital, a China-based 
private equity firm focused on venture and growth stage investments in Smart EV industry value chain, clean energy and frontier technology areas. Prior to 
co-founding Rockets Capital, Mr. Yuan was the Chief Operating Officer of Hony Capital and a member of Hony Capital’s Executive Committee, 
responsible for its equity investment operations. Prior to joining Hony Capital, Mr. Yuan served as a managing director of the Special Situation Group of 
Morgan Stanley Asia Limited from 2008 to 2009. Before that, Mr. Yuan served as a managing director of the Investment Banking Division at Morgan 
Stanley Asia Limited from April 2004 to June 2008. Prior to that, Mr. Yuan served as a Vice President with Credit Suisse First Boston in Hong Kong and 
New York from August 1998 to March 2004, focused on corporate finance and merger & acquisitions transactions in the technology, media and telecom 
industry. During his investment banking time, Mr. Yuan has assisted numerous prominent Chinese State-Owned Enterprises and private sector companies in 
completing their IPO, corporate finance and M&A transactions. Mr. Yuan has also worked as a financial analyst in project finance with Fieldstone Private 
Equity LLP in New York from 1993 to 1995. Mr. Yuan received his bachelor’s degree in English from Nanjing University in July 1990, and received his 
master’s degree in International Relations in June 1993 and his Juris Doctorate’s degree in June 1998 from Yale University. His business address is No. 316 
Grand Hills, Beijing, China 100015, China.
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with our executive officers. Each of our executive officers is employed for a specified time period, 
which will be automatically extended unless either we or the executive officer gives prior notice to terminate such employment. We may terminate the 
employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of 
any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense other than one which in 
the opinion of the board does not affect the executive’s position, willful disobedience of a lawful and reasonable order, misconducts being inconsistent with 
the due and faithful discharge of the executive officer’s material duties, fraud or dishonesty, or habitual neglect of his or her duties. An executive officer 
may terminate his or her employment at any time with a three-month prior written notice.
Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and 
not to use or disclose to any person, corporation or other entity without written consent, any confidential information. Each executive officer has also 
agreed to assign to our company all his or her all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of 
matter, computer software programs, databases, mask works, concepts and trade secrets which the executive officer may solely or jointly conceive or 
develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the executive officer’s employment with us 
that are either related to the scope of the employment or make use of the resources of the company. In addition, all executive officers have agreed to be 
bound by non-competition and non-solicitation restrictions set forth in their agreements. Specifically, each executive officer has agreed to devote all his or 
her working time and attention to our business and use best efforts to develop our business and interests. Moreover, each executive officer has agreed not 
to, for a certain period following termination of his or her employment or expiration of the employment agreement: (i) carry on or be engaged, concerned 
or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with 
us, (ii) solicit or entice away any of our customer, client, representative or agent, or (iii) employ, solicit or entice away or attempt to employ, solicit or 
entice away any of our officer, manager, consultant or employee.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our 
directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being 
such a director or officer.
 
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B.	
Compensation
Compensation of Directors and Executive Officers
For the year ended February 29, 2024, we paid an aggregate of RMB5.2 million (US$0.7 million) in cash and benefits to our executive officers, and 
we paid US$0.1 million in compensation to our independent directors. We have not set aside or accrued any amount to provide pension, retirement or other 
similar benefits to our executive officers and directors. We have no service contracts with any of our directors providing for benefits upon termination of 
employment.
Share Incentive Plan
We maintain share incentive plans in order to attract, motivate, retain and reward talent, provide additional incentives to our officers, employees, 
directors and other eligible persons, and promote the success of our business and the interests of our shareholders. The maximum number of ordinary 
shares which may be issued pursuant to our share incentive plans is 4,875,000. 
2015 Share Incentive Plan
In June 2015, our board of directors approved the 2015 Share Incentive Plan, or the 2015 Plan, to provide additional incentives to our senior 
management and key employees. The 2015 Plan permits the grant of options to purchase our ordinary shares. As of the date of this annual report, we have 
granted 1,505,000 shares under the 2015 Plan.
On July 1, 2015, we granted options to purchase a total of 1,175,000 ordinary shares to employees at a weighted average exercise price of US$1.63 
per share. The options vest on a four-year schedule starting July 1, 2016, and will expire on June 30, 2025.
On July 1, 2016, we granted options to purchase a total of 330,000 ordinary shares to employees at a weighted average exercise price of US$1.63 
per share. The options vest on a four-year schedule starting July 1, 2017, and will expire on June 30, 2026.
The following paragraphs summarize the terms of the 2015 Plan.
Plan Administration. Our board of directors or a proxy appointed by our board of directors acts as the plan administrator. The plan administrator 
will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each 
award grant.
Types of Awards. The 2015 Plan permits the grants of options to purchase ordinary shares.
Award Agreements. Each award under the 2015 Plan shall be evidenced by an award agreement between the award recipient and our company, 
which includes the provisions applicable in the event of the grantee’s employment or service terminates, and our company to amend and modify the award.
Eligibility. Only our senior management, start-up employees and key position holders of the company approved by our board of directors are 
eligible to receive awards or grants under the 2015 Plan.
Vesting Schedule. The awards granted or to be granted under the 2015 Plan have a four-year vesting schedule, with 25% of the awards vesting 
annually.
Amendment, Suspension or Termination. Our board of directors has the authority to amend, suspend or terminate the plan. However, no such 
action may adversely affect in any material way any award that has been granted or awarded to the recipient. Any amendment, suspension or termination 
shall be made by our board of directors in writing.
 
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Transfer Restrictions. Subject also to all the transfer restrictions under the applicable laws and regulations and the restrictions set forth in the 
applicable award agreement, all awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, 
pledge, encumbrance or charge.
2017 Share Incentive Plan
In March 2017, we adopted our 2017 Share Incentive Plan, or the 2017 Plan, which permits the grant of options to purchase our ordinary shares, 
restricted shares and restricted share units. As of the date of this annual report, we have granted awards for 3,370,000 shares under the 2017 Plan.
On March 27, 2017, we granted options to purchase a total of 1,110,000 ordinary shares to employees at a weighted average exercise price of 
US$1.63 per share. The options had a four-year vesting schedule starting March 27, 2019, and will expire on March 26, 2027.
On July 3, 2018, we granted options to purchase a total of 860,000 ordinary shares to independent directors, executive officers and employees at a 
weighted average exercise price of US$5.89 per share. The options had a three or four-year vesting schedule starting July 3, 2019, and will expire on July 
2, 2028.  
On January 22, 2019, we modified the exercise price to US$4.6 for a total number of 460,000 share options previously granted to independent 
directors, executive officers and employees on July 3, 2018. All other terms of the share options granted remain unchanged.
On June 30, 2019, we granted 360,000 share options to employees at the weighted average grant date fair value of RMB10.46 per share. Options 
have a ten-year life and vest ratably at each grant date anniversary over a period of four years.
On Feb 17, 2020, we granted 80,000 share options to one employee at the weighted average grant date fair value of RMB10.03 per share. These 
share options vest ratably at each grant date anniversary over a vesting period of four years.
On February 5, 2021, we granted 860,000 share options to employees at the weighted average grant date fair value of RMB13.24 per share. Options 
have a ten-year life and vest ratably at each grant date anniversary over a period of four years.
On June 1, 2023, we modified the exercise price to US$2.0 for a total number of 1,155,000 share options previously granted to independent 
directors, executive officers and employees on July 3, 2018, June 30, 2019 and February 5, 2021. All other terms of the share options granted remain 
unchanged. The modification resulted in an incremental compensation cost of RMB453, of which RMB400 was recognized as compensation expenses 
during the year ended February 29, 2024. The remaining RMB53 will be amortized over the remaining vesting period of the modified options. 
On June 1, 2023, we granted 100,000 share options to employees with a ten-year life and vest ratably at each grant date anniversary over a period of 
four years. Options have a ten-year life and vest ratably at each grant date anniversary over a period of four years.
The following paragraphs summarize the terms of the 2017 Plan.
 
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Plan Administration. Our board of directors or a committee appointed by our board of directors acts as the plan administrator. The board of 
directors or the committee may also delegate one or more members of our board of directors to grant or amend awards or take other administrative actions.
Types of Awards. The 2017 Plan authorizes the grant of options to purchase ordinary shares, the award of restricted shares and the award of 
restricted share units.
Award Agreements. Each award under the 2017 Plan shall be evidenced by an award agreement between the award recipient and our company, 
which may be any written notice, agreement, terms and conditions, contract or other instrument or document evidencing such award.
Eligibility. The plan administrator may select among the following eligible individuals to whom an award may be granted: (i) our employees, (ii) 
consultants or advisers contracted directly with us, who render bona fide services to us (except in connection with the offer or sale of securities in a capital-
raising transaction or which directly or indirectly promote or maintain a market for our securities), and (iii) directors who are not our employees; provided 
however that awards shall not be granted to consultants or non-employee directors who are resident of any country in the European Union and any other 
country, which pursuant to the applicable laws, does not allow grants to non-employee.
Term of Awards. Each award under the 2017 Plan shall vest or be exercised not more than 10 years after the date of grant unless extended by the 
plan administrator. Each share award is subject to earlier termination as set forth in the 2017 Plan. The award is only exercisable before the eligible 
individual’s termination of service with us, except as determined otherwise by the plan administrator or set forth in the award agreement.
Vesting Schedule and Other Restrictions. The plan administrator has discretion in determining the individual vesting schedules and other 
restrictions applicable to the awards granted under the 2017 Plan. The vesting schedule is set forth in the award agreement.
Exercise Price and Purchase Price. The plan administrator has discretion in determining the price of the awards, which can be fixed or variable 
related to the fair market value of the underlying ordinary shares and are subject to a number of limitations.
Acceleration of Vesting upon Corporate Transaction. Upon the occurrence of a change in control event, the plan administrator may accelerate the 
vesting, make provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all outstanding awards (or the cash, 
securities or other property deliverable to the holder(s) of any or all outstanding awards) based upon, to the extent relevant in the circumstances, the 
distribution or consideration payable to holders of the ordinary shares upon or in respect of such event.
Termination. The 2017 Plan shall expire on the tenth anniversary of the date when our board of directors adopted the 2017 Plan.
Amendment, Suspension or Termination. No amendment, modification or termination of the 2017 Plan shall, without the prior written consent of 
the award recipients, adversely affect in any material way any award that has been granted or awarded prior to such amendment, suspension or termination. 
Subject to the above, the plan administrator may at any time terminate, amend or modify the 2017 Plan, except where shareholder approval is required to 
comply with applicable laws or where the amendment relates to (i) any increases in the number of shares available under the 2017 Plan (other than any 
adjustment permitted under the 2017 Plan), or (ii) an extension of the term of the 2017 Plan or the exercise period for an option beyond ten years from the 
date of grant. To the extent permissible under the applicable laws, our board of directors may decide to follow home country practice not to seek 
shareholder approval for any amendment or modification of the 2017 Plan.
Transfer Restrictions. Subject also to all the transfer restrictions under the applicable laws and regulations and the restrictions set forth in the 
applicable award agreement, all awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, 
pledge, encumbrance or charge.
 
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C.	
Board Practice
Our board of directors consists of five directors. A director is not required to hold any shares in our company to qualify to serve as a director. A 
director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of 
his interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a member, shareholder, director, 
partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm 
shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an 
interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may vote in respect of 
any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may 
be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. Our board of 
directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part 
thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or as security for any debt, liability or obligation of our 
company or of any third-party. None of our directors has a service contract with us that provides for benefits upon termination of service.
Committees of the Board of Directors
We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of 
directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Zongwei Li and Bing Yuan, and is chaired by Zongwei Li. Each of Zongwei Li and Bing Yuan 
satisfies the “independence” requirements of Section 303A of the New York Stock Exchange Listed Company Manual and meets the independence 
standards under Rule 10A-3 under the Exchange Act. Our audit committee will consist solely of independent directors that satisfy the New York Stock 
Exchange and SEC requirements within one year of the completion of our initial public offering. Our board of directors has also determined that Zongwei 
Li qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the 
New York Stock Exchange Listed Company Manual. The audit committee oversees our accounting and financial reporting processes and the audits of the 
financial statements of our company. The audit committee is responsible for, among other things:
•
selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be 
performed by our independent registered public accounting firm;
•
reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and 
approving all proposed related party transactions, as defined in Item 404 of Regulation S-K;
•
discussing the annual audited financial statements with management and our independent registered public accounting firm;
•
annually reviewing and reassessing the adequacy of our audit committee charter;
•
meeting separately and periodically with the management and our internal auditor and our independent registered public accounting firm;
•
reporting regularly to the full board of directors; and
•
such other matters that are specifically delegated to our audit committee by our board of directors from time to time.
 
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Compensation Committee. Our compensation committee consists of Zongwei Li and Bing Yuan, and is chaired by Bing Yuan. Each of Zongwei Li 
and Bing Yuan satisfies the “independence” requirements of Section 303A of the New York Stock Exchange Listed Company Manual. Our compensation 
committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and 
executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The 
compensation committee is responsible for, among other things:
•
reviewing and approving to the board with respect to the compensation for our chief executive officer;
•
overseeing and making recommendations with respect to the compensation for our officers and employees other than the chief executive 
officer;
•
selecting compensation and benefits consultants, legal counsel or other advisors that the Committee believes to be desirable or appropriate; 
and
•
reviewing and administrating all long-term incentive compensation, stock option, annual bonuses, employee pension and welfare benefit 
plans.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Zongwei Li and Bing Yuan, 
and is chaired by Bing Yuan. Each of Zongwei Li and Bing Yuan satisfies the “independence” requirements of Section 303A of the New York Stock 
Exchange Listed Company Manual. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our 
directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is 
responsible for, among other things:
•
identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;
•
reviewing the performance of each incumbent director and considering the results of such evaluation when determining whether or not to 
recommend the nomination of such director for an additional term on an annual basis;
•
advising the board policies and procedures with respect to corporate governance matters;
•
evaluating its own performance on an annual basis; and
•
reporting to the board on its findings and actions periodically.
Duties of Directors
Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in 
what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe 
to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater 
degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved 
towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling 
their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. 
Our company has the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may 
have the right to seek damages in our name if a duty owed by our directors is breached.
The functions and powers of our board of directors include, among others:
•
convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;
•
declaring dividends and distributions;
•
appointing officers and determining the term of office of officers;
•
exercising the borrowing powers of our company and mortgaging the property of our company; and
•
approving the transfer of shares of our company, including the registering of such shares in our register of members.
 
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Terms of Directors and Executive Officers
Each of our directors shall hold office until the expiration of his or her term, or until his or her office is otherwise vacated. Each director whose term 
of office expires shall be eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors. Our 
directors may be removed from office by special resolution. A director will be removed from office automatically if, among other things, the director (i) 
becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns by 
notice in writing to our company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board 
and the board resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our memorandum and articles of 
association. The compensation of our directors is determined by our board of directors. There is no mandatory retirement age for directors.
D.	 Employees
The following table sets forth the numbers of our employees, categorized by function, as of February 29, 2024:
 
Functions
 
Number of

Employees
 
Teachers
   
83 
Learning center student services
   
17 
General and administration
   
44 
Sales, marketing and business development
   
46 
Total
   
190 
 
 
We had a total of 167 and 286 employees as of February 28, 2023 and 2022, respectively.
We generally enter into standard employment agreements with our management and our educational content development personnel. We believe that 
we maintain a good working relationship with our employees and we have not experienced any significant labor disputes as of the date of this annual 
report.
E.	
Share Ownership
The following table sets forth information concerning the beneficial ownership of our ordinary shares by:
•
each of our directors and executive officers;
•
each person known to us to beneficially own more than 5% of our ordinary shares; and
•
each selling shareholder.
The calculations in the table below are based on 21,163,416 ordinary shares outstanding as of May 31, 2024, excluding 2,938,567 ordinary shares 
repurchased by the Company.
 
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Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned 
by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through 
the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the 
percentage ownership of any other person.
 
 
 
Ordinary Shares

Beneficially Owned
 
 
 
Number**
   
Percent**
 
Directors and Executive Officers:
 
    
  
Peiqing Tian
   
9,659,901     
44.6 
Yi Zuo
   
1,374,012     
6.2 
Shaoqing Jiang
   
-     
- 
Zongwei Li
 
*   
* 
Bing Yuan
   
-     
- 
All directors and executive officers as a group
   
11,039,913     
52.2 
Principal Shareholders:
 
    
  
Peiqing Tian
   
9,659,901     
44.6 
Chengwei Capital HK Limited
   
3,133,333     
14.8 
Theodore Walker Cheng-De King
   
2,638,000     
12.5 
Jun Guo
   
2,100,000     
9.9 
Yi Zuo
   
1,374,012     
6.2 
 
*	
Beneficially owns less than 1% of our outstanding shares.
**	 In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the 
person has the right to acquire within 60 days. These shares, however, are not included in the computation of the percentage ownership of any other person.
(1)
Consists of 9,172,401 ordinary shares held by Four Season Education Holdings Limited and 12,500 ordinary shares held in the form of ADSs, and 
the shares beneficially held by Mr. Tian also includes 475,000 ordinary shares underlying options vested within 60 days after the date of May 31, 
2024 held by Mr. Peiqing Tian. Four Season Education Holdings Limited, a British Virgin Islands company, is wholly-owned by Mr. Peiqing Tian. 
Mr. Peiqing Tian’s business address is Room 1301, Zi'an Building, 309 Yuyuan Road, Jing'an District, Shanghai 200040, PRC.
(2)
Consists of 307,222 ordinary shares held by Harvest Consulting Holding Limited, a British Virgin Islands company, and 1,066,790 ordinary shares 
underlying options vested within 60 days after the date of May 31, 2024 held by Ms. Yi Zuo. Ms. Yi Zuo is the sole shareholder of Harvest 
Consulting Holding Limited. Ms. Yi Zuo’s business address is Room 1301, Zi'an Building, 309 Yuyuan Road, Jing'an District, Shanghai 200040, 
PRC.
(3)
Consists of 3,133,333 ordinary shares held in the form of ADSs held by Chengwei Capital HK Limited, a company incorporated in Hong Kong. 
Chengwei Capital HK Limited is wholly-owned by Chengwei Evergreen Capital, LP, whose general partner is Chengwei Evergreen Management, 
LLC. Chengwei Evergreen Capital, LP is 99% economically owned by institutional LPs whose beneficial owners are not controlling persons and are 
not natural persons. Chengwei Evergreen Management, LLC has 1% economic ownership of Chengwei Evergreen Capital, LP and EXL Holdings, 
LLC has 100% controlling voting power of Chengwei Evergreen Management, LLC. Eric Xun Li has 100% controlling voting power of EXL 
Holdings, LLC. The address of Chengwei Capital HK Limited is 26/F, Three Exchange Square, 8 Connaught Place, Central, Hong Kong.
(4)
Consists of 2,638,000 ordinary shares held in the form of ADSs by Sutro Park Ltd., a British Virgin Islands company. Mr. Theodore Walker Cheng-
De King is the sole shareholder of Sutro Park Ltd. Mr. King's business address is Unit 1502, 15th Floor, 99 Hennessy Road, Wanchai, Hong Kong.
(5)
Consists of 2,100,000 ordinary shares held by Banya Holding Limited, a British Virgin Islands company. Ms. Jun Guo is the sole shareholder of 
Banya Holding Limited. Ms. Jun Guo’s business address is 14th Floor, Zi’an Building, No. 309 Yuyuan Road, Jing’an District, Shanghai 200040, 
China.
 
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Our ADSs are traded on the New York Stock Exchange and brokers or other nominees may hold ADSs in “street name” for customers who are the 
beneficial owners of our ADSs. As a result, we may not be aware of each person or group of affiliated persons who beneficially own more than 5.0% of our 
ordinary shares.
As of May 31, 2024, the number of our ordinary shares issued and outstanding was 21,163,416, excluding 2,938,567 ordinary shares repurchased by 
the Company, and Deutsche Bank Trust Company Americas, as the depositary of our ADS facility, was the only record holder of our common shares in the 
United States. Other than the depositary, we had no record shareholders in the United States as of February 29, 2024. 
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
For certain information as of February 29, 2024 concerning the outstanding awards we have granted to our directors and executive officers 
individually pursuant to our share incentive plan, see “Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentive 
Plan.” Other than under the 2015 Share Incentive Plan and the 2017 Share Incentive Plan, there are no arrangements for involving the employees in the 
capital of the company, including any arrangement that involves the issue or grant of options or shares or securities of the company.
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.	 Major Shareholders
See “Item 6. Directors, Senior Management and Employees — E. Share Ownership.”
B.	
Related Party Transactions
Contractual Arrangements with The VIEs, Their Shareholders and Us
See “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements among the VIEs, Their Shareholders and 
Us.”
Transactions with Other Related Parties 
Purchases of Services Provided by Related Parties  
We charged service fee for the copyright use of our self-developed book series and purchased printing service for the self-developed book series 
from East China Normal University Electronic and Audio-visual Publishing House ("ESNU E&A Publishing"), a wholly-owned subsidiary of the non-
controlling shareholder of us. For the 2022, 2023 and 2024 fiscal years, we entered into transactions of an aggregate of approximately nil, RMB0.5 million, 
and RMB0.1 million (US$0.02 million), respectively, to purchase services from ESNU E&A Publishing. We also purchased IT service from Shanghai Four 
Season Online School (“SHFSOS”),an entity sponsored by Shanghai Jiaxin Travel Agency which is controlled by Mr. Tian Peiqing who is the chairman of 
the Group. For the 2022, 2023 and 2024 fiscal years, we entered into transactions of an aggregate of approximately nil, RMB 0.1 million and RMB0.3 
million (US$0.04 million), respectively, to purchase services from SHFSOS. 
Services Provided to Related Parties 
We provide services to Shanghai Four Season Online School ("SHFSOS"), which is sponsored by Shanghai Jiaxin Travel Agency ("Jiaxin Travel"), 
an entity controlled by Mr. Tian Peiqing, Chairman of the Company. We entered into transactions of an aggregate of approximately nil, RMB7.4 million 
and RMB0.9 million (US$0.1 million) to provide course design and development services, digital learning system, student management platform and 
promotional assistance service to SHFSOS, in the 2022, 2023 and 2024 fiscal year, respectively. We also entered into transactions of an aggregate of 
approximately nil, nil and RMB1.2 million (US$0.2 million) to provide tourism service to Jiaxin Travel, in the 2022, 2023 and 2024 fiscal year, 
respectively. The amounts of transactions 
 
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that we entered into with others were approximately RMB0.9 million, RMB0.3 million and RMB0.3 million (US$ 0.05 million) for the 2022, 2023 and 
2024 fiscal years, respectively. 
Related Party leases
We recognized lease expenses of RMB0.1 million, RMB0.1 million and RMB 4.1 million (US$0.6 million) in the 2022, 2023 and 2024 fiscal year, 
respectively.
Loan to Related Party
We provided interest-free, unsecured and due on demand loan to Shanghai Jing’an Dangdai Art Training School (“Dangdai”) of nil, RMB0.1 million 
and RMB3.8 million (US$ 0.5 million) in the 2022, 2023 and 2024 fiscal year, respectively. We provided interest-free, unsecured and due on demand loan 
to other related parties of nil, nil and RMB1.0 million (US$ 0.1 million) in the 2022, 2023 and 2024 fiscal year, respectively.
Gain from disposal of liabilities and a subsidiary
Due to the change in regulations, we ceased offering K-9 Academic AST services at the end of 2021. We disposed the deferred revenue related to K-
9 Academic AST services that we received in advance from the students for the unconsummated lessons to Jiaxin Travel’s sponsored not-for profit entities 
with a consideration at RMB7.5 million. After disposal, all the rights and obligations related to the contracts of unconsummated lessons were transferred to 
Jiaxin Travel. We recognized gain of RMB0.8 million from the transaction.
In December 2021, we disposed its entire equity interest in Shanghai Jing’an Dangdai Art Training School (“Dangdai”) to Jiaxin Travel. No other 
form of consideration was received. The disposal was effected by the change of sponsor of Dangdai on December 31, 2021. Dangdai was in a net liability 
position at the time of disposal, and Jiaxin assumed all its liabilities, which led to the group recognizing a gain on disposal of RMB3.2 million. The 
disposal was not a strategic shift of the business and would not have a major impact on the Group’s business, therefore the disposal did not qualify as 
discontinued operations.
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentive Plan.”
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employee — A. Directors and Senior Management — Employment Agreements and 
Indemnification Agreements.”
C.	
Interest of Experts and Counsel
Not applicable.
 
ITEM 8.	FINANCIAL INFORMATION
A.	 Consolidated Statement and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
Legal and Administrative Proceedings
From time to time, we are subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are not a party to, nor 
are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have an adverse material effect on our 
business, financial condition or results of operations. We may periodically be subject to legal proceedings, investigations and claims relating to our 
business. We may also initiate legal proceedings to protect our rights and interests. 
 
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Dividend Policy
In January 2018, we declared dividends of US$20 million to holders of our ordinary shares of record as of February 1, 2018, which was paid in 
February and April 2018. Except for the foregoing, we have not previously declared or paid cash dividends and we have no plan to declare or pay any 
dividends in the foreseeable future on our shares or ADSs. We currently intend to retain most, if not all, of our available funds and any future earnings to 
operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our PRC subsidiaries for our cash 
requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to 
us. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC— Our subsidiaries and the VIEs in the PRC are 
subject to restrictions on making dividends and other payments to us.”
Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our 
shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, 
all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may pay a dividend out of either profit or share 
premium account, and provided always that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as 
they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon 
our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of 
directors may deem relevant. If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary 
shares underlying our ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to our ADS 
holders in proportion to ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees 
and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
B.	
Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated 
financial statements included in this annual report.
ITEM 9.	THE OFFER AND LISTING
A.	 Offer and Listing Details
Our ADSs have been listed on the New York Stock Exchange since November 8, 2017 and traded under the symbol “FEDU.” Each ADS represents 
ten ordinary share as of February 29, 2024. 
On June 21, 2022, we changed the ratio of our ADS representing our ordinary shares from two ADSs representing one ordinary share to one ADS 
representing ten ordinary shares. The change in the ADS ratio had the same effect as one-for-twenty reverse ADS split. There was no change to the 
underlying ordinary shares, and no ordinary shares was issued or cancelled in connection with the change in ADS ratio.  
 
B.	
Plan of Distribution
Not applicable.
C.	
Markets
Our ADSs have been listed on the New York Stock Exchange since November 8, 2017 under the symbol “FEDU.”
 
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D.	 Selling Shareholders
Not applicable.
E.	
Dilution
Not applicable.
F.	
Expenses of the Issue
Not applicable.
 
ITEM 10.	
ADDITIONAL INFORMATION
A.	 Share Capital
Not applicable.
B.	
Memorandum and Articles of Association
We are an exempted company incorporated in the Cayman Islands and our affairs are governed by our second amended and restated memorandum 
and articles of association and the Companies Act (As Revised) of the Cayman Islands, or Companies Act, and the common law of the Cayman Islands.
We incorporate by reference into this annual report our Second Amended and Restated Memorandum and Articles of Association, the form of which 
was filed as Exhibit 3.2 to our registration statement on Form F-1 (File Number 333-220951) filed with the Securities and Exchange Commission on 
October 13, 2017. Our shareholders adopted our Second Amended and Restated Memorandum and Articles of Association by a special resolution on 
October 13, 2017, and effective upon completion of our initial public offering of ADSs representing our ordinary shares.
The following are summaries of material provisions of our Second Amended and Restated Memorandum and Articles of Association and the 
Companies Act as they relate to the material terms of our ordinary shares.
Registered Office and Objects
Our registered office in the Cayman Islands is at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, 
KY1-1104, Cayman Islands.
According to Clause 3 of our Second Amended and Restated Memorandum of Association, the objects for which we are established are unrestricted 
and we have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.
Board of Directors
See “Item 6. Directors, Senior Management and Employees.”
Exempted Company
We are an exempted company incorporated with limited liability under the Companies Act. The Companies Act distinguishes between ordinary 
resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman 
Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary 
resident company except for the exemptions and privileges listed below:
•
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands;
 
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•
an exempted company is not required to open its register of members for inspection;
•
an exempted company does not have to hold an annual general meeting;
•
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are given for a period of 
up to 30 years);
•
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
•
an exempted company may register as a limited duration company; and
•
an exempted company may register as a segregated portfolio company.
Ordinary Shares
General
All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and are issued 
when registered in our register of shareholders. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may 
freely hold and vote their ordinary shares.
Dividends
The holders of our ordinary shares are entitled to receive such dividends as may be declared by our board of directors subject to our Second 
Amended and Restated Memorandum and Articles of Association and the Companies Act. In addition, our shareholders may by ordinary resolution declare 
a dividend, but no dividend may exceed the amount recommended by our directors. In either case, all dividends are subject to certain restrictions under 
Cayman Islands law, namely that our company may pay a dividend out of either profit or share premium account, and provided always that in no 
circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Register of Members
Under Cayman Islands law, we must keep a register of members and there must be entered therein:
•
the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) 
the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each 
member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the 
company, and if so, whether such voting rights are conditional;
•
the date on which the name of any person was entered on the register as a member; and
•
the date on which any person ceased to be a member.
Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of 
members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be 
deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. 
If the name of any person is, without sufficient cause, entered in or omitted from the register of members, or if default is made or unnecessary delay 
takes place in entering on the register the fact of any person having ceased to be a member, the person or member aggrieved or any member or our 
company itself may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or 
it may, if satisfied of the justice of the case, make an order for the rectification of the register.
 
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Voting Rights
Holders of our ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. At any general 
meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the 
show of hands) demanded by the chairman or one or more shareholder present in person or by proxy entitled to vote and who together hold not less than 
one-tenth of all votes attaching to all shares in issue and entitled to vote. An ordinary resolution to be passed by the shareholders requires the affirmative 
vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of 
no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. Both ordinary resolutions and special resolutions may also be 
passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our memorandum and 
articles of association. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and 
articles of association.
General Meetings and Shareholder Proposals
As an exempted company incorporated in the Cayman Islands, we are not obliged by the Companies Act to call shareholders’ annual general 
meetings. Our Second Amended and Restated Memorandum and Articles of Association provide that we may (but are not obliged to) in each calendar year 
hold a general meeting as our annual general meeting in which case we will specify the meeting as such in the notices calling it, and the annual general 
meeting will be held at such time and place as may be determined by our directors. We, however, will hold an annual shareholders’ meeting during each 
fiscal year, as required by the New York Stock Exchange Listed Company Manual.
Shareholders’ general meetings may be convened by a majority of our board of directors. The Companies Act provides shareholders with only 
limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, 
these rights may be provided in a company’s articles of association. Our Second Amended and Restated Memorandum and Articles of Association allow 
our shareholders holding in aggregate, at the date of such requisition, not less than one-third of all votes attaching to all issued and outstanding shares that 
carry the right to vote to requisition an extraordinary general meeting of the shareholders, in which case our board is obliged to convene an extraordinary 
general meeting and to put the resolutions so requisitioned to a vote at such meeting. However, our Second Amended and Restated Memorandum and 
Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general 
meetings not called by such shareholders.
A quorum required for any general meeting of shareholders consists of one or more shareholders holding not less than one-third of all votes 
attaching to all shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized 
representative. Advance notice of at least seven calendar days is required for the convening of our annual general meeting and any other general meeting of 
our shareholders.
Transfer of Ordinary Shares
Subject to the restrictions in our Second Amended and Restated Memorandum and Articles of Association as set out below, any of our shareholders 
may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of 
directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we 
have a lien. Our directors may also decline to register any transfer of any ordinary share unless:
•
the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence 
as our board of directors may reasonably require to show the right of the transferor to make the transfer;
•
the instrument of transfer is in respect of only one class of shares;
 
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•
the instrument of transfer is properly stamped, if required;
•
in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or
•
a fee of such maximum sum as the New York Stock Exchange may determine to be payable or such lesser sum as our directors may from 
time to time require is paid to us in respect thereof.
If our directors refuse to register a transfer they are obligated to, within three calendar months after the date on which the instrument of transfer was 
lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers of shares or of any class of shares may, after 
compliance with any notice requirement of the designated stock exchange, be suspended at such times and for such periods (not exceeding in the whole 
thirty (30) days in any year) as our board of directors may determine.
Liquidation
On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole 
of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the 
shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all 
monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the 
assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them. We are a “limited 
liability” company incorporated under the Companies Act, and under the Companies Act, the liability of our members is limited to the amount, if any, 
unpaid on the shares respectively held by them. Our Second Amended and Restated Memorandum of Association contains a declaration that the liability of 
our members is so limited.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to 
such shareholders at least fourteen calendar days prior to the specified time and place of payment. The ordinary shares that have been called upon and 
remain unpaid on the specified time are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in 
such manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company 
may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary 
resolution of our shareholders, or are otherwise authorized by our Second Amended and Restated Memorandum and Articles of Association. Under the 
Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made 
for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, 
immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share 
may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) 
if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
 
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Variations of Rights of Shares
If at any time our share capital is divided into different classes of shares, the rights attached to any class of shares may, subject to any rights or 
restrictions for the time being attached to any class, be materially adversely varied either with the written consent of the holders of two-thirds of the issued 
shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred 
upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to 
any class, be deemed to be materially adversely varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to the 
shares of that class or the redemption or purchase of any shares of any class by our company. The rights of the holders of shares shall not be deemed to be 
materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with 
enhanced or weighted voting rights.
Inspection of Books and Records
Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our 
corporate records (other than our memorandum and articles of association, register of mortgages and charges and special resolutions of our shareholders). 
However, we will provide our shareholders with annual audited financial statements. See “Item 10. Additional Information — H. Documents on Display.”
Changes in Capital
Our company may from time to time by ordinary resolutions of our shareholders:
•
increase our share capital by new shares of such amount as it thinks expedient;
•
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
•
subdivide our existing shares, or any of them into shares of a smaller amount than that fixed by our memorandum of association provided 
that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it 
was in case of the share from which the reduced share is derived; or
•
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish 
the amount of our share capital by the amount of the shares so canceled.
Our company may by special resolution of our shareholders, subject to confirmation by the Grand Court of the Cayman Islands on an application by 
our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.
C.	
Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in this annual report.
 
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D.	 Exchange Controls
The Cayman Islands currently has no exchange control regulations or currency restrictions. See “Item 4. Information on the Company — B. 
Business Overview — Regulations on Foreign Exchange.”
E.	
Taxation
The following summary of Cayman Islands, the PRC and U.S. federal income tax consequences of an investment in the ADSs or ordinary shares is 
based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not 
deal with all possible tax consequences relating to an investment in the ADSs or ordinary shares, such as the tax consequences under state, local and other 
tax laws, or tax laws of jurisdictions other than the Cayman Islands, the PRC and the United States. To the extent that the discussion relates to matters of 
Cayman Islands tax law, it represents the opinion of Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel. To the extent that the discussion 
relates to matters of the PRC tax law, it represents the opinion of Fangda Partners, our PRC counsel. 
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no 
taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands 
except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The 
Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control 
regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be 
required on the payment of a dividend or capital to any holder of our ordinary shares, nor will gains derived from the disposal of our ordinary shares be 
subject to Cayman Islands income or corporation tax.
PRC Taxation
Under the PRC Enterprise Income Tax Law, an enterprise established outside the PRC with “de facto management bodies” within the PRC is 
considered a “resident enterprise” for PRC enterprise income tax purposes. Under the implementation rules to the PRC Enterprise Income Tax Law, a “de 
facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, 
personnel and human resources, finances and properties of an enterprise.
In addition, the SAT Circular 82 issued by the State Administration of Taxation in April 2009 specifies that certain offshore incorporated enterprises 
controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: 
senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision 
making bodies; key properties, accounting books, company seal, minutes of board meetings and shareholders’ meetings; and half or more of the senior 
management or directors having voting rights. Further to SAT Circular 82, the State Administration of Taxation issued the SAT Bulletin 45, which took 
effect in September 2011, to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration 
details of determination on resident status and administration on post-determination matters. We are incorporated outside the PRC. As a holding company, 
our key assets are our ownership interests in our subsidiaries, and our key assets are located, and our records (including the resolutions of our board of 
directors and the resolutions of our shareholders) are maintained, outside the PRC. As such, we do not believe that we meet all of the conditions above or 
are PRC resident enterprises for PRC tax purposes. For the same reasons, we believe our other entities outside of the PRC are not PRC resident enterprises 
either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the 
interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent 
with us.
 
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If the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for PRC enterprise income tax purposes, 
the holding company is generally subject to a 25% enterprise income tax rate on its worldwide income. In addition, a 10% withholding tax would be 
imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from 
transferring our shares or ADSs, and a 20% withholding tax would potentially be imposed on dividends we pay to our non-PRC individual shareholders 
and with respect to gains derived by our non-PRC individual shareholders from transferring our shares or ADSs. See “Item 3. Key Information — D. Risk 
Factors — Risks Related to Doing Business in the PRC — Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident 
enterprise,” which could result in unfavorable tax consequences to us and our non-PRC shareholders.”
Certain United States Federal Income Tax Considerations
The following discussion describes the material United States federal income tax consequences to a United States Holder (as defined below), under 
current law, of an investment in our ADSs or ordinary shares. This discussion is based on the federal income tax laws of the United States as of the date of 
this annual report, including the United States Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury Regulations 
promulgated thereunder, judicial authority, published administrative positions of the IRS, and other applicable authorities, all as of the date of this annual 
report. All of the foregoing authorities are subject to change, which change could apply retroactively and could significantly affect the tax consequences 
described below. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion 
and there can be no assurance that the IRS or a court will agree with our statements and conclusions. This summary does not discuss the so-called Medicare 
tax on net investment income, any United States federal non-income tax laws, including the United States federal estate, gift and alternative minimum tax 
laws, or the laws of any state, local or non-United States jurisdiction.
This discussion applies only to a United States Holder (as defined below) that holds ADSs or ordinary shares as capital assets for United States 
federal income tax purposes (generally, property held for investment). The discussion neither addresses the tax consequences to any particular investor nor 
describes all of the tax consequences applicable to persons in special tax situations, such as:
•
banks and certain other financial institutions;
•
insurance companies;
•
regulated investment companies;
•
real estate investment trusts;
•
brokers or dealers in stocks and securities, or currencies;
•
persons who use or are required to use a mark-to-market method of accounting;
•
certain former citizens or residents of the United States subject to Section 877 of the Code;
•
entities subject to the United States anti-inversion rules;
•
tax-exempt organizations and entities;
•
persons subject to the alternative minimum tax provisions of the Code;
•
persons whose functional currency is other than the United States dollar;
•
persons holding ADSs or ordinary shares as part of a straddle, hedging, conversion or integrated transaction;
•
persons holding ADSs or ordinary shares through a bank, financial institution or other entity, or a branch thereof, located, organized or 
resident outside the United States;
•
persons that actually or constructively own ADSs or ordinary shares representing 10% or more of our voting power or value;
 
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•
persons who acquired ADSs or ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation;
•
partnerships or other pass-through entities, or persons holding ADSs or ordinary shares through such entities; 
•
persons required to accelerate the recognition of any item of gross income with respect to our ADSs or ordinary shares as a result of such 
income being recognized on an applicable financial statement; or
•
persons that held, directly, indirectly or by attribution, ADSs or ordinary shares or other ownership interests in us prior to our initial public 
offering.
If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our ADSs or 
ordinary shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A 
partnership or partner in a partnership holding our ADSs or ordinary shares should consult its tax advisors regarding the tax consequences of investing in 
and holding our ADSs or ordinary shares.
THE FOLLOWING DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX 
PLANNING AND ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE UNITED 
STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES ARISING 
UNDER THE FEDERAL ESTATE OR GIFT TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-UNITED STATES TAXING 
JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
For purposes of the discussion below, a “United States Holder” is a beneficial owner of the ADSs or ordinary shares that is, for United States federal 
income tax purposes:
•
an individual who is a citizen or resident of the United States;
•
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws 
of the United States, any state thereof or the District of Columbia;
•
an estate, the income of which is subject to United States federal income taxation regardless of its source; or
•
a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States 
persons have the authority to control all of its substantial decisions or (ii) a valid election is in place under applicable Treasury Regulations to 
treat such trust as a domestic trust.
The discussion below assumes that the representations contained in the deposit agreement and any related agreement are true and that the 
obligations in such agreements will be complied with in accordance with their terms.
ADSs
It is generally expected that a United States Holder of ADSs will be treated as the owner of the underlying ordinary shares represented by those 
ADSs for United States federal income tax purposes. The remainder of this discussion assumes that a United States Holder of the ADSs will be treated in 
this manner. Accordingly, deposits or withdrawals of ordinary shares for ADSs generally should not be subject to United States federal income tax.
 
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Dividends and Other Distributions on the ADSs or Our Ordinary Shares
Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of any distribution that we make to you with 
respect to our ADSs or ordinary shares (including the amount of any PRC or other withholding taxes withheld therefrom) will be taxable as a dividend, to 
the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income 
(including any withheld taxes) will be includable in your gross income on the day actually or constructively received by you, if you own the ordinary 
shares, or by the depositary, if you own ADSs. We currently do not, and we do not intend to, determine our earnings and profits on the basis of United 
States federal income tax principles. Therefore, a United States Holder should expect that any distribution paid generally will be reported as a “dividend” 
for United States federal income tax purposes. Such dividends will not be eligible for the dividends-received deduction allowed to qualifying corporations 
under the Code.
Dividends received by a non-corporate United States Holder may qualify for the lower rates of tax applicable to “qualified dividend income,” if the 
dividends are paid by a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty that the U.S. Treasury has determined 
satisfies the requirements of Section 1(h)(11)(C)(i)(II) of the Code (a “Qualified Foreign Corporation”) and certain other conditions are met. A non-United 
States corporation is treated as a Qualified Foreign Corporation with respect to dividends paid by that corporation on shares (or American depositary shares 
backed by such shares) that are readily tradable on an established securities market in the United States. However, a non-United States corporation will not 
be treated as a Qualified Foreign Corporation if it is a PFIC in the taxable year in which the dividend is paid or the preceding taxable year. As discussed 
below under “—Passive Foreign Investment Company,” we believe that we were a PFIC for our taxable year ended February 29, 2024 and we may be a 
PFIC for the current taxable year.
Under a published IRS Notice, common or ordinary shares, or American depositary shares representing such shares, are considered to be readily 
tradable on an established securities market in the United States if they are listed on the New York Stock Exchange, as our ADSs (but not our ordinary 
shares) are. Based on existing guidance, it is unclear whether the ordinary shares will be considered to be readily tradable on an established securities 
market in the United States, because only the ADSs, and not the underlying ordinary shares, are listed on a securities market in the United States. In 
addition, there can be no assurance that our ADSs will be considered readily tradeable on an established securities market in later years.
Even if dividends would be treated as paid by a Qualified Foreign Corporation, a non-corporate United States Holder will not be eligible for reduced 
rates of taxation if it does not hold our ADSs or our ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-
dividend date or if the United States Holder elects to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code.
You should consult your tax advisors regarding the availability of the lower tax rates applicable to qualified dividend income for any dividends that 
we pay with respect to our ADSs or our ordinary shares, as well as the effect of any change in applicable law after the date of this annual report.
For purposes of calculating the foreign tax credit, dividends paid to you with respect to the ADSs or ordinary shares will be treated as income from 
sources outside the United States and generally will constitute passive category income. The rules relating to the determination of the foreign tax credit are 
complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances.
Disposition of the ADSs or Our Ordinary Shares
You will recognize gain or loss on any sale, exchange or other taxable disposition of the ADSs or ordinary shares in an amount equal to the 
difference between the amount realized on the sale or exchange and your tax basis in the ADSs or ordinary shares. Subject to the discussion under “—
Passive Foreign Investment Company” below, such gain or loss generally will be capital gain or loss. Capital gains of a non-corporate United States 
Holder, including an individual, which has held the ADSs or ordinary shares for more than one year, are currently eligible for reduced tax rates. The 
deductibility of capital losses is subject to limitations.
Any gain or loss that you recognize on a disposition of the ADSs or ordinary shares generally will be treated as United States-source income or loss 
for foreign tax credit limitation purposes.
 
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Passive Foreign Investment Company  
Based on the historical market price of our ADSs, the historical composition of our income and assets, we believe that we were a PFIC for our 
taxable year ended February 29, 2024 and we may be a PFIC for the current taxable year.  
We will be treated as a PFIC for any taxable year if, applying applicable look-through rules, either:
•
at least 75% of our gross income for such year is passive income; or
•
at least 50% of the value of our assets (generally determined based on a quarterly average) during such year is attributable to assets that 
produce or are held for the production of passive income.
For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and our goodwill and other unbooked intangibles 
associated with active business activities may generally be classified as active assets. Passive income generally includes dividends, interest, royalties and 
rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person), and gains from the 
disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other 
corporation in which we own, directly or indirectly, more than 25% by value of the stock. Although the law in this regard is unclear, we treat the VIEs as 
being owned by us for United States federal income tax purposes because we exercise effective control over the operation of such entities and because we 
are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated United States 
GAAP financial statements. 
We must make a separate determination after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot 
assure you that we will or will not be a PFIC for our current or any future taxable year. The determination of whether we will be a PFIC for any taxable 
year may depend in part upon the value of our goodwill and other unbooked intangibles not reflected on our balance sheet (which may depend upon the 
market price of the ADSs or ordinary shares from time to time, which may fluctuate significantly) and also may be affected by how, and how quickly, we 
spend our liquid assets and the cash we generate from our operations and raise in any offering. In estimating the value of our goodwill and other unbooked 
intangibles, we have taken into account our market capitalization. While we believe our classification methodology and valuation approach are reasonable, 
it is possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles.
If we are a PFIC for any taxable year during which you hold the ADSs or ordinary shares, we will generally continue to be treated as a PFIC with 
respect to you for all succeeding years during which you hold the ADSs or ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” 
election with respect to the ADSs or ordinary shares, as applicable. If we cease to be a PFIC and you make a deemed sale election, you will be deemed to 
have sold the ADSs or ordinary shares you hold at their fair market value and any gain from such deemed sale would be subject to the rules described in the 
following two paragraphs. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, your ADSs or ordinary shares 
with respect to which such election was made will not be treated as shares in a PFIC and, as a result, you will not be subject to the rules described below 
with respect to any “excess distribution” you receive from us or any gain from an actual sale or other disposition of the ADSs or ordinary shares. You are 
strongly urged to consult your tax advisors as to the possibility and consequences of making a deemed sale election if we cease to be a PFIC and 
such an election becomes available to you. 
If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, then, unless you make a “mark-to-market” election (as 
discussed below), you generally will be subject to special adverse tax rules with respect to any “excess distribution” that you receive from us and any gain 
that you recognize from a sale or other disposition, including a pledge, of ADSs or ordinary shares. For this purpose, distributions that you receive in a 
taxable year that are greater than 125% of the average annual distributions that you received during the shorter of the three preceding taxable years or your 
holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these rules:
•
the excess distribution or recognized gain will be allocated ratably over your holding period for the ADSs or ordinary shares;
 
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•
the amount of the excess distribution or recognized gain allocated to the taxable year of the distribution or disposition, and to any taxable 
years in your holding period prior to the first taxable year in which we were treated as a PFIC, will be treated as ordinary income; and
•
the amount of the excess distribution or recognized gain allocated to each other taxable year will be subject to the highest tax rate in effect for 
individuals or corporations, as applicable, for each such year and the resulting tax for each such year will be subject to the interest charge 
generally applicable to underpayments of tax.
The tax liability for amounts allocated to years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for 
such years, and gains (but not losses) from a sale or other disposition of the ADSs or ordinary shares cannot be treated as capital, even if you hold the 
ADSs or ordinary shares as capital assets.
If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares and any of our non-United States subsidiaries that are 
corporations (or other corporations in which we own equity interests) is also a PFIC (each such entity, a “lower tier PFIC”), you would be treated as owning 
a proportionate amount (by value) of the shares of each lower tier PFIC for purposes of the application of these PFIC rules. You should consult your tax 
advisors regarding the application of the PFIC rules to any of our lower tier PFICs.
A United States Holder of “marketable stock” (as defined below) of a PFIC may make a mark-to-market election for such stock to elect out of the 
PFIC rules described above regarding excess distributions and recognized gains, provided that certain requirements are met. If you make a mark-to-market 
election for our ADSs or ordinary shares, you will include in income for each year that we are a PFIC an amount equal to the excess, if any, of the fair 
market value of the ADSs or ordinary shares you hold as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares and 
will be allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the 
taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your 
income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as any gain from the actual sale or other 
disposition of the ADSs or ordinary shares, will be treated as ordinary income. Ordinary loss treatment will apply to the deductible portion of any mark-to-
market loss on the ADSs or ordinary shares, as well as to any loss from the actual sale or other disposition of the ADSs or ordinary shares, to the extent that 
the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or 
ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, any distributions we make would 
generally be subject to the tax rules discussed above under “—Dividends and Other Distributions on the ADSs or Our Ordinary Shares,” except that the 
lower capital gains rate applicable to qualified dividend income would not apply.
The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, 
as defined in applicable Treasury Regulations. Our ADSs, but not our ordinary shares, are listed on the New York Stock Exchange, which is a qualified 
exchange or other market for these purposes. Consequently, if the ADSs remain listed on the New York Stock Exchange and are regularly traded, and you 
are a holder of ADSs, we expect that the mark-to-market election should be available to you, but no assurances are given in this regard.
Because a mark-to-market election cannot be made for equity interests in any lower tier PFICs that we may own, if we were a PFIC for any taxable 
year, a United States Holder that makes the mark-to-market election may continue to be subject to the tax and interest charges under the general PFIC rules 
with respect to such United States Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States 
federal income tax purposes.
In certain circumstances, a shareholder in a PFIC may avoid the adverse tax and interest-charge regime described above by making a “qualified 
electing fund” election to include in income its share of the corporation’s income on a current basis. However, you may make a qualified electing fund 
election with respect to your ADSs or ordinary shares only if we agree to furnish you annually with a PFIC annual information statement as specified in the 
applicable Treasury Regulations. We currently do not intend to prepare or provide the information that would enable you to make a qualified electing fund 
election.
A United States Holder that holds the ADSs or ordinary shares in any year in which we are a PFIC will be required to file an annual report 
containing such information as the United States Treasury Department may require. 
 
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As previously noted, we believe that we were a PFIC for our taxable year ended February 29, 2024 and we may be a PFIC for our current taxable year. 
YOU ARE STRONGLY URGED TO CONSULT YOUR TAX ADVISORS REGARDING THE IMPACT OF OUR BEING A PFIC ON YOUR 
INVESTMENT IN OUR ADSs OR ORDINARY SHARES, AS WELL AS THE APPLICATION OF THE PFIC RULES TO YOUR 
INVESTMENT IN OUR ADSs OR ORDINARY SHARES AND THE AVAILABILITY, APPLICATION AND CONSEQUENCES OF THE 
ELECTIONS DISCUSSED ABOVE. 
Information Reporting and Backup Withholding
Information reporting to the IRS and backup withholding generally will apply to dividends in respect of our ADSs or our ordinary shares, and the 
proceeds from the sale or exchange of our ADSs or our ordinary shares, that are paid to you within the United States (and in certain cases, outside the 
United States), unless you furnish a correct taxpayer identification number and make any other required certification, generally on IRS Form W-9 or you 
otherwise establish an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Amounts withheld as 
backup withholding generally are allowed as a credit against your United States federal income tax liability, and you may be entitled to obtain a refund of 
any excess amounts withheld under the backup withholding rules if you file an appropriate claim for refund with the IRS and furnish any required 
information in a timely manner.
United States Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules.
Information with Respect to Foreign Financial Assets
United States Holders who are individuals (and certain entities closely held by individuals) generally will be required to report their names, 
addresses and such information relating to an interest in our ADSs or ordinary shares as is necessary to identify the class or issue of which the ADSs or 
ordinary shares are a part. These requirements are subject to exceptions, including an exception for ADSs or ordinary shares held in accounts maintained by 
certain financial institutions and an exception applicable if the aggregate value of all “specified foreign financial assets” (as defined in the Code) does not 
exceed US$50,000.
United States Holders should consult their tax advisors regarding the application of these information reporting rules.
 
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F.	
Dividends and Paying Agents
Not applicable.
G.	 Statement by Experts
Not applicable.
H.	 Documents on Display
We previously filed with the SEC registration statement on Form F-1 (File Number 333-220951), as amended, including prospectus contained 
therein, to register additional securities that become effective immediately upon filing, to register our ordinary shares in relation to our initial public 
offering. We also filed with the SEC related registration statement on Form F-6 (File Number 333-221179) to register the ADSs and registration statement 
on Form S-8 (File Number 333-224308) to register our securities to be issued under our 2015 Share Incentive Plan and 2017 Share Incentive Plan.
We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the 
Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four 
months after the end of each fiscal year. Copies of reports and other information, when so filed with the SEC, can be inspected and copied at the public 
reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents, upon 
payment of a duplicating fee, by writing to the SEC. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling 
the Commission at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other 
information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the 
rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and 
principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, 
we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies 
whose securities are registered under the Exchange Act.
We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review of 
operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and 
other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and 
communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a 
shareholders’ meeting received by the depositary from us.
I.	
Subsidiary Information
Not applicable.
 
 
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ITEM 11.	
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
Foreign Exchange Risk
Foreign currency risk arises from future commercial transactions and recognized assets and liabilities. A significant portion of our revenue-
generating transactions and expense-related transactions are denominated in Renminbi, which is the functional currency of our subsidiaries and VIEs in 
China. We do not hedge against currency risk.
The change in value of the Renminbi against the U.S. dollar and other currencies is affected by various factors such as changes in political and 
economic conditions in the PRC. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. 
dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this 
appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has 
fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy 
may impact the exchange rate between the Renminbi and the U.S. dollar in the future.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of Renminbi against the U.S. dollar would reduce 
the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments 
for dividends on our ordinary shares or ADSs, servicing our outstanding debt, or for other business purposes, appreciation of the U.S. dollar against the 
Renminbi would reduce the U.S. dollar amounts available to us.
As of February 29, 2024, we had Renminbi-denominated cash, cash equivalents and restricted cash of RMB102.5 million (US$14.2 million). A 10% 
depreciation of the Renminbi against the U.S. dollar based on the foreign exchange rate on February 29, 2024, would result in a decrease of US$1.3 million 
in cash, cash equivalents and restricted cash.
Interest Risk
Our exposure to interest rate risk primarily relates to the interest income generated by our excess cash, which is mostly held in interest-bearing bank 
deposits. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates, and 
we have not used any derivative financial instruments to manage our interest risk exposure. However, our future interest income may fall short of 
expectations due to changes in market interest rates.
Inflation Risk
To date, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-
over-year percent changes in the consumer price index for December 2021, 2022 and 2023 were increases of 1.5%, 1.8% and -0.3%, respectively. Although 
we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.
ITEM 12.	
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 
A.	 Debt Securities
Not applicable.
B.	
Warrants and Rights
Not applicable.
C.	
Other Securities
Not applicable.
D.	 American Depositary Shares
 
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Fees and Charges Our ADS Holders May Have to Pay
Our American depositary shares, each of which represents ten ordinary shares, are listed on the New York Stock Exchange. The Deutsche Bank 
Trust Company Americas is the depositary of our ADS program. The depositary collects its fees for delivery and surrender of ADSs directly from investors 
depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making 
distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The 
depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-
entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by 
selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to 
provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and 
maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from 
ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are owned by or 
affiliated with the depositary and that may earn or share fees, spreads or commissions.
 
Service
  Fees
•       To any person to which ADSs are issued or to any person to which a distribution is made in respect of 
ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, 
stock splits or other distributions (except where converted to cash)
  
Up to US$0.05 per ADS issued
 
 
•       Cancelation of ADSs, including the case of termination of the deposit agreement
  Up to US$0.05 per ADS canceled
 
 
•       Distribution of cash dividends
  Up to US$0.05 per ADS held
 
 
•       Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of 
rights, securities and other entitlements
  
Up to US$0.05 per ADS held
 
 
•       Distribution of ADSs pursuant to exercise of rights.
  Up to US$0.05 per ADS held
 
 
•       Distribution of securities other than ADSs or rights to purchase additional ADSs
  Up to US$0.05 per ADS held
 
 
•       Depositary services
  
Up to US$0.05 per ADS held on the 
applicable record date(s) established by the 
depositary bank
 
 
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PART II
ITEM 13.	
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14.	
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
A.—D.	
Material Modifications to the Rights of Security Holders
See “Item 10. Additional Information” for a description of the rights of shareholders, which remain unchanged.
E.	
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File No. 333-220951), as amended, in relation to our 
initial public offering, which was declared effective by the SEC on November 7, 2017. In November 2017, we completed our initial public offering in 
which we issued and sold an aggregate of 9,608,738 ADSs, representing 4,804,369 ordinary shares, resulting in net proceeds to us of approximately 
US$89.5 million.
For the period from the effective date of the registration statement on Form F-1 to February 29, 2024, we have used US$43.4 million of our proceed 
from the offering, of which US$20.0 million was paid in connection with our dividend paid in 2019, US$8.4 million was paid in connection with our share 
repurchase, US$5.8 million was paid in connection with equity investments, US$3.0 million was used in connection with capital expenditures and US$6.2 
million was used for working capital and other general corporate purposes.
ITEM 15.	
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and principal financial and accounting officer, has performed an evaluation of 
the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by 
this annual report, as required by Rule 13a-15(b) under the Exchange Act.
Based upon that evaluation, our management has concluded that, as of February 29, 2024, our disclosure controls and procedures were not effective 
in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, 
summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the 
reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and 
chief financial officer, to allow timely decisions regarding required disclosure, due to the presence of the material weakness that we lack sufficient and 
appropriate review over the financial reporting in accordance with U.S. GAAP.
 
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Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 
13a-15(f) under the Exchange Act, for our company. Internal control over financial reporting is a process designed to provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting 
principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the 
transactions and dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 
consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being 
made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance regarding prevention or 
timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial 
statements. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any 
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree 
of compliance with the policies or procedures may deteriorate. As required by Section 404 of the Sarbanes-Oxley Act and related rules as promulgated by 
the SEC, our management assessed the effectiveness of our internal control over financial reporting as of February 29, 2024, using criteria established in 
“Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this 
assessment, management concluded that our internal control over financial reporting was ineffective due to the presence of a material weakness as of 
February 29, 2024.
Attestation Report of the Registered Public Accounting Firm 
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm because our company is neither an 
accelerated filer nor a large accelerated filer, as such terms are defined in Rule 12b-2 under the Exchange Act.
Changes in Internal Control over Financial Reporting 
Management has evaluated, with the participation of our chief executive officer and chief financial officer, whether any changes in our internal 
control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal 
control over financial reporting.
In the course of auditing our consolidated financial statements for the years ended February 28, 2022, 2023 and February 29, 2024, we and our 
independent registered public accounting firms identified a material weakness in the design or operation of internal controls, that we lack sufficient and 
appropriate review over the financial reporting in accordance with U.S. GAAP. This could adversely affect our ability to record, process, summarize, and 
report financial data. 
 
We are in the process of implementing remediation measures to remediate the identified material weakness. To remediate the material weakness 
identified in internal control over financial reporting of us, we plan to: (a) further refine the relevant controls caliber and incorporate enhanced 
communication and documentation procedures between our auditors' operations team and the individuals responsible for preparation of financial statements 
and (b) implement additional supervision and review activities by qualified personnel and the development and use of checklists to assist in our financial 
reporting processes.
 
However, we cannot assure you that we will remediate our material weakness or significant deficiencies in a timely manner or will not identify 
additional material weaknesses or significant deficiencies in the future. In addition, the process of designing and implementing an effective financial 
reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and 
to employ significant resources to maintain a financial reporting system that satisfies our reporting obligations. 
 
 
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See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — If we fail to implement and maintain an effective system of 
internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of 
our ADSs may be materially and adversely affected.” 
ITEM 16A.	
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has also determined that Mr. Zongwei Li, an independent director and a member of our audit committee, qualifies as an 
“audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the New York Stock 
Exchange Listed Company Manual. Mr. Zongwei Li satisfies the “independence” requirements of Section 303A of the New York Stock Exchange Listed 
Company Manual and meets the independence standards under Rule 10A-3 under the Exchange Act.
ITEM 16B.	
CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics that applies to all of our directors, officers, employees, including certain 
provisions that specifically apply to our principal executive officer, principal financial officer, principal accounting officer or controller and any other 
persons who perform similar functions for us. We have filed our code of business conduct and ethics as Exhibit 99.1 of our registration statement on Form 
F-1 (file No. 333-220951) filed with the SEC on October 13, 2017 and posted a copy of our code of business conduct and ethics on our website at 
www.sijiedu.com. We hereby undertake to provide to any person without charge, a copy of our code of business conduct and ethics within ten working 
days after we receive such person’s written request.
ITEM 16C.	
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our 
independent registered public accounting firms, namely Deloitte Touche Tohmatsu Certified Public Accountants LLP and Marcum Asia CPAs LLP, for the 
periods indicated. We did not pay any other fees to our independent registered public accounting firm during the periods indicated below.
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
USD
   
USD
   
USD
 
 
 
(in thousands)
 
Audit fees
   
653     
480     
422 
 
 
(1)
“Audit fees” means the audit of our annual consolidated financial statements and assistance with and review of documents filed with the SEC. 
The policy of our audit committee is to pre-approve all audit and non-audit services provided by Marcum Asia CPAs LLP, our independent 
registered public accounting firm, including audit services, audit-related services, tax services and other services as described above, other than those for de 
minimum services which are approved by the audit committee prior to the completion of the audit.
ITEM 16D.	
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E.	
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On November 18, 2022, the Board of Directors authorized a share repurchase program under which the Company is authorized to repurchase its 
own ordinary shares in the form of ADS with an aggregate value of up to US$5 million during the next twelve-month period (the “Program”). Pursuant to 
the Program, share purchases will 
 
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be made by the Company from time to time through the open market and in privately negotiated transactions at prevailing market prices, depending on the 
market conditions and other considerations. The share repurchases will be carried out in a manner in compliance with Rule 10b-18 and/or Rule 10b5-1 
under the U.S. Securities Exchange Act of 1934, as amended, so as to qualify for the safe harbor provided therein.
The following table summarizes the details of the repurchases made in accordance with the Program during the year ended February 29, 2024.
 Period
 
Total number of ADSs 
Purchased
   
Average Price Paid 
Per ADS
   
Total Number of ADSs Purchased 
as Part of the Publicly Announced 
Plan
   
Approximate Dollar Value of ADSs 
that May Yet Be Purchased Under the 
Plan
 
March 2023
 
 
2,580 
  
8.90 
  
7,539 
  
4,942,235 
Total
 
 
2,580   
 
8.90   
 
7,539   
 
4,942,235 
ITEM 16F.	
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.	
CORPORATE GOVERNANCE
As a Cayman Islands company listed on the New York Stock Exchange, we are subject to the New York Stock Exchange corporate governance 
listing standards. However, New York Stock Exchange rules permit a foreign private issuer like us to follow the corporate governance practices of its home 
country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the New York Stock 
Exchange corporate governance listing standards.
We currently follow and intent to continue to follow Cayman Islands corporate governance practices in lieu of the corporate governance 
requirements of New York Stock Exchange that a listed company must have (i) a majority of the board be independent; (ii) an audit committee of at least 
three independent directors; and (iii) hold an annual meeting of shareholders no later than one year after the end of our fiscal year. Other than the home 
country practice described above, we are not aware of any significant ways in which our corporate governance practices differ from those followed by U.S. 
domestic companies under the New York Stock Exchange listing rules. See “Item 3. Key Information — D. Risk Factors — Risks Related to our Ordinary 
Shares and ADSs — We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain 
provisions applicable to U.S. domestic public companies” and “Item 3. Key Information — D. Risk Factors — Risks Related to our Ordinary Shares and 
ADSs — As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance 
matters that differ significantly from the corporate governance listing standards under the New York Stock Exchange; these practices may afford less 
protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards under the New York Stock 
Exchange.”
ITEM 16H.	
MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I.	
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J.	
INSIDER TRADING POLICIES
Not applicable.
ITEM 16K.	
CYBERSECURITY
Risk Management and Strategy
 
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We have implemented comprehensive cybersecurity risk assessment processes to ensure effectiveness in cybersecurity management, strategy and 
governance and reporting cybersecurity risks. We have also integrated cybersecurity risk management into our overall enterprise risk management system.
We have developed a comprehensive cybersecurity threat defense system to address both internal and external threats. This system encompasses 
various levels, including network, host and application security and incorporates systematic security capabilities for threat defense, monitoring, analysis, 
response, deception and countermeasures. We strive to manage cybersecurity risks and protect sensitive information through various means, such as 
technical safeguards, procedural requirements, an intensive program of monitoring on our corporate network, continuous testing of aspects of our security 
posture internally and with outside vendors, a robust incident response program and regular cybersecurity awareness training for employees. Our IT 
department regularly monitors the performance of our apps, platforms and infrastructure to enable us to respond quickly to potential problems, including 
potential cybersecurity threats.
As of the date of this annual report, we have not experienced any material cybersecurity incidents or identified any risks from cybersecurity threats 
that have materially affected or are reasonably likely to materially affect us, our business strategy, results of operations, or financial condition.
Governance
Our board of directors is responsible for overseeing cybersecurity risks. When appropriate, periodic reviews are held to discuss the landscape of 
cybersecurity, potential threats, and our preparedness for potential cybersecurity threats and risks to our company. In case a material cybersecurity occurs, 
our board of directors is responsible for reviewing the information and issues involved, disclosures to be made, and the procedures followed. Our Vice 
President of Technology, and his team, who have many years of experience in the field, are primarily responsible for assessing and managing cybersecurity 
risks and monitoring the prevention, detection, mitigation, and remediation of cybersecurity incidents. The Vice President of Technology reports to our 
CEO and provides periodic updates to our CEO and the board of directors on any material cybersecurity incidents or material risks arising from 
cybersecurity threats.
 
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PART III
ITEM 17	
FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18	
FINANCIAL STATEMENTS
The consolidated financial statements of Four Seasons Education (Cayman) Inc. are included at the end of this annual report.
ITEM 19.	
EXHIBITS
 
Exhibit
Number
 
Description of Document
      1.1  Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 from 
our registration statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)  
      2.1 Form of Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3)
      2.2 Registrant’s Specimen Certificate for ordinary shares (incorporated by reference to Exhibit 4.2 from our registration statement on 
Amendment No. 2 to Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)
      2.3 Form of Deposit Agreement among the registrant, the depositary and owners and holders of the ADSs (incorporated by reference to Exhibit 
4.3 from our registration statement on Amendment No. 2 to Form F-1 (File No. 333-220951) filed publicly with the SEC on October 27, 
2017) 
      2.4  Description of Securities (incorporated by reference to Exhibit 2.4 from our registration statement on Form 20-F (File No. 333-220951) 
filed publicly with the SEC on June 24, 2020) 
      4.1 2015 Share Option Incentive Plan (incorporated by reference to Exhibit 10.1 from our registration statement on Form F-1 (File No. 333-
220951) filed publicly with the SEC on October 13, 2017)
      4.2 2017 Share Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 from our registration statement on Form S-8 (File No. 
333-224308) filed publicly with the SEC on April 17, 2018) 
      4.3 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to 
Exhibit 10.3 from our registration statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)
      4.4 Form of Employment Agreement between the Registrant and its executive officer of the Registrant (incorporated by reference to Exhibit 
10.4 from our registration statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)
      4.5  English translation of exclusive service agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. (currently named as 
Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education and Training Co., Ltd., Shanghai Jing’an 
Modern Art Culture Education School, Shanghai Shane English Training School, Shanghai Jing’an Saxon English Training School, Taicang 
Yinglian Yunlin Foreign Language Training Center (currently named as Taicang Four Seasons Education and Training Center), Nanchang 
Honggutan New Area Four Seasons Training School and Mr. Peiqing Tian, dated September 30, 2017 (incorporated by reference to Exhibit 
10.6 from our registration statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)
      4.6  English translation of exclusive call option agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. (currently named 
as Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education and Training Co., Ltd. and Mr. Peiqing 
Tian, dated September 30, 2017 (incorporated by reference to Exhibit 10.7 from our registration statement on Form F-1 (File No. 333-
220951) filed publicly with the SEC on October 13, 2017)  
      4.7  English translation of equity pledge agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. (currently named as 
Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education and Training Co., Ltd. and Mr. Peiqing Tian, 
dated September 30, 2017 (incorporated by reference to Exhibit 10.8 from our registration statement on Form F-1 (File No. 333-220951) 
filed publicly with the SEC on October 13, 2017)  
 
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      4.8  English translation of shareholder voting rights proxy agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. 
(currently named as Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education and Training Co., Ltd. 
and Mr. Peiqing Tian, dated September 30, 2017 (incorporated by reference to Exhibit 10.9 from our registration statement on Form F-1 
(File No. 333-220951) filed publicly with the SEC on October 13, 2017) 
      4.9  English translation of exclusive service agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. (currently named as 
Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education Investment Management Co., Ltd., Shanghai 
Tongfang Science and Technology Training School, Mr. Peiqing Tian and Mr. Peihua Tian, dated June 12, 2017 (incorporated by reference 
to Exhibit 10.10 from our registration statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)  
      4.10  English translation of exclusive call option agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. (currently named 
as Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education Investment Management Co., Ltd., 
Shanghai Tongfang Science and Technology Training School, Mr. Peiqing Tian and Mr. Peihua Tian, dated June 12, 2017 (incorporated by 
reference to Exhibit 10.11 from our registration statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 
2017) 
      4.11  English translation of equity pledge agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. (currently named as 
Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education Investment Management Co., Ltd., Mr. 
Peiqing Tian and Mr. Peihua Tian, dated June 12, 2017 (incorporated by reference to Exhibit 10.12 from our registration statement on Form 
F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)  
      4.12  English translation of shareholder voting rights proxy agreement among Shanghai Fuxi Enterprise Management Consulting Co., Ltd. 
(currently named as Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education Investment Management 
Co., Ltd., Mr. Peiqing Tian and Mr. Peihua Tian, dated June 12, 2017 (incorporated by reference to Exhibit 10.13 from our registration 
statement on Form F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017) 
      4.13  English translation of the donation agreement and donation agreement memorandum with Shanghai East China Normal University 
Education Development Fund (incorporated by reference to Exhibit 10.14 from our registration statement on Form F-1 (File No. 333-
220951) filed publicly with the SEC on October 13, 2017)   
      4.14  English Translation of Supplementary Agreement of Exclusive Service Agreement among Shanghai Fuxi Enterprise Management 
Consulting Co., Ltd. (currently named as Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education 
Investment Management Co., Ltd. and Mr. Peiqing Tian dated February 28, 2019 (incorporated by reference to Exhibit 4.14 from our 
registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC on June 25, 2019)  
      4.15  English Translation of Termination Agreement of Exclusive Service Agreement, Exclusive Call Option Agreement, Equity Pledge 
Agreement and Shareholder Voting Rights Proxy Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., Shanghai 
Four Seasons Education Investment Management Co., Ltd., Shanghai Tongfang Science and Technology Training School, Mr. Peiqing Tian 
and Mr. Peihua Tian, dated March 1, 2021 (incorporated by reference to Exhibit 4.15 from our registration statement on Form 20-F (File 
No. 333-220951) filed publicly with the SEC on July 2, 2021) 
      4.16  English Translation of Supplementary Agreement of Exclusive Service Agreement (II) among Shanghai Fuxi Enterprise Management 
Consulting Co., Ltd. (currently named as Shanghai Fuxi Information Technology Service Co., Ltd.), Shanghai Four Seasons Education 
Investment Management Co., Ltd. and Mr. Peiqing Tian, dated March 1, 2021 (incorporated by reference to Exhibit 4.16 from our 
registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC on July 2, 2021) 
4.17  English Translation of Exclusive Service Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., Shanghai Four 
Seasons Education Investment Management Co., Ltd., Mr. Peiqing Tian and Ms. Suhua Zhu, dated November 1, 2021 (incorporated by 
reference to Exhibit 4.17 from our registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC on June 30, 
2022) 
4.18  English Translation of Exclusive Exclusive Call Option Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., 
Shanghai Four Seasons Education Investment Management Co., Ltd., Mr. Peiqing Tian and Ms. Suhua Zhu, dated November 1, 2021 
(incorporated by reference to Exhibit 4.18 from our registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC 
on June 30, 2022) 
 
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4.19  English Translation of Exclusive Equity Pledge Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., Shanghai 
Four Seasons Education Investment Management Co., Ltd., Mr. Peiqing Tian and Ms. Suhua Zhu, dated November 1, 2021 (incorporated 
by reference to Exhibit 4.19 from our registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC on June 30, 
2022)  
4.20  English Translation of Shareholder Voting Rights Proxy Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., 
Shanghai Four Seasons Education Investment Management Co., Ltd., Mr. Peiqing Tian and Ms. Suhua Zhu, dated November 1, 2021 
(incorporated by reference to Exhibit 4.20 from our registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC 
on June 30, 2022)  
4.21  English Translation of Consent Letter granted by shareholder of Shanghai Four Seasons Education Investment Management Co., Ltd.’s 
spouse dated November 1, 2021 (incorporated by reference to Exhibit 4.21 from our registration statement on Form 20-F (File No. 333-
220951) filed publicly with the SEC on June 30, 2022)  
4.22  English Translation of Consent Letter granted by shareholder of Shanghai Four Seasons Education Investment Management Co., Ltd.’s 
spouse dated November 1, 2021 (incorporated by reference to Exhibit 4.22 from our registration statement on Form 20-F (File No. 333-
220951) filed publicly with the SEC on June 30, 2022)   
4.23  English Translation of Contract for Assignment of State-owned Construction Land Use Right dated September 2, 2021 (incorporated by 
reference to Exhibit 4.23 from our registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC on June 28, 
2023) 
4.24  English Translation of Contract for Assignment of State-owned Construction Land Use Right dated September 2, 2021 (incorporated by 
reference to Exhibit 4.20 from our registration statement on Form 20-F (File No. 333-220951) filed publicly with the SEC on June 28, 
2023) 
4.25*  English Translation of Exclusive Service Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., Shanghai Luoliang 
Network Technology Co., Ltd., Mr. Peiqing Tian and Mr. Peihua Tian, dated March 6, 2024
4.26*  English Translation of Exclusive Exclusive Call Option Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., 
Shanghai Luoliang Network Technology Co., Ltd., Ltd., Mr. Peiqing Tian and Mr. Peihua Tian, dated March 6, 2024
4.27*  English Translation of Exclusive Equity Pledge Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., Shanghai 
Luoliang Network Technology Co., Ltd., Mr. Peiqing Tian and Mr. Peihua Tian, dated March 6, 2024
4.28*  English Translation of Shareholder Voting Rights Proxy Agreement among Shanghai Fuxi Information Technology Service Co., Ltd., 
Shanghai Luoliang Network Technology Co., Ltd., Mr. Peiqing Tian and Mr. Peihua Tian, dated March 6, 2024
4.29*  English Translation of Consent Letter granted by shareholder of Shanghai Luoliang Network Technology Co., Ltd.’s spouse dated March 6, 
2024
4.30*  English Translation of Consent Letter granted by shareholder of Shanghai Luoliang Network Technology Co., Ltd.’s spouse dated March 6, 
2024
4.31*  English Translation of Agreement on Capital Increase, Share Expansion and Equity Transfer of Shanghai Zihua International Travel 
Service Co., Ltd., among Shanghai Four Seasons Education Investment Management Co., Ltd., Tao Jingyu and Tao Xingu dated May 29, 
2023
4.32*  English Translation of Construction Project Contract of Siji Gongda Comprehensive Practice Education Study Camp Dormitory Project in 
Qinghua Town of Wuyuan County, between Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. and Huangshan Jishi 
Construction Engineering Co., Ltd. dated April 26, 2023
4.33*  English Translation of Construction Project Contract of Wuyuan County Siji Qinghua Gongda Comprehensive Practice Education Camp 
Research Building and Siji Gongda Reception Center Project, between Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
and China Jingye Engineering Technology Co., Ltd. dated July 1, 2023
4.34*  English Translation of Supplementary Agreement to the Construction Project Contract of Wuyuan County Siji Qinghua Gongda 
Comprehensive Practice Education Camp Research Building and Siji Gongda Reception Center Project, between Wuyuan Siji Gongda 
Study Camp Travel Development Co., Ltd. and China Jingye Engineering Technology Co., Ltd. dated January 29, 2024
 
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      8.1*  List of major subsidiaries, variable interest entities and principal affiliated entities held by the variable interest entities of the Registrant
    11.1 Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from our registration statement on Form 
F-1 (File No. 333-220951) filed publicly with the SEC on October 13, 2017)
    12.1** Certification by the Group Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted 
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    12.2** Certification by the Group Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted 
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   13.1** Certification by the Group Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002
   13.2** Certification by the Group Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002
    15.1* Consent of Marcum Asia CPAs LLP, Independent Registered Public Accounting Firm
    15.3* Consent of Maples and Calder (Hong Kong) LLP
    15.4* Consent of Fangda Partners regarding certain PRC law matters
97.1*  Clawback Policy of the Registrant
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded 
within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents 
104*  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
 
 
*	
Filed herewith.
**	 Furnished herewith.
 
 
 
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the 
undersigned to sign this annual report on its behalf.
 
 
Four Seasons Education (Cayman) Inc.
 
 
     
 
By:
  /s/ Yi Zuo
 
Name: 
  Yi Zuo
 
Title: 
  Chief Executive Director
 
Date:  June 27, 2024
 
[Signature Page to Form 20-F]
 
 
 
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
 
  
 
Page 
Consolidated Financial Statements 
   
Report of Independent Registered Public Accounting Firms (Marcum Asia CPAs LLP, New York, NY, PCAOB#5395) 
 
F-2
Consolidated Balance Sheets as of February 28, 2023 and February 29, 2024
 
F-4
Consolidated Statements of Operations for the years ended February 28, 2022, 2023 and February 29, 2024
 
F-6
Consolidated Statements of Comprehensive (Loss) Income for the years ended February 28, 2022, 2023 and February 29, 
2024
 
F-7
Consolidated Statements of Changes in Shareholders’ Equity for the years ended February 28, 2022, 2023 and February 
29, 2024 
 
F-8
Consolidated Statements of Cash Flows for the years ended February 28, 2022, 2023 and February 29, 2024
 
F-9
Notes to Consolidated Financial Statements 
 
F-11
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
To the Shareholders and Board of Directors of 
Four Seasons Education (Cayman) Inc. 
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Four Seasons Education (Cayman) Inc. (the “Company”) as of February 29, 2024 and 
February 28, 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders’ equity and cash flows for each 
of the three years in the period ended February 29, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the 
financial statements present fairly, in all material respects, the financial position of the Company as of February 29, 2024 and February 28, 2023, and the 
results of its operations and its cash flows for each of the three years in the period ended February 29, 2024, in conformity with accounting principles 
generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial 
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) 
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules 
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable 
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor 
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of 
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over 
financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and 
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in 
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as 
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated 
to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially 
challenging, subjective, or complex judgments.
F-2

Table of Contents
 
 
Impairment Assessment on Long-Lived Assets
Critical Audit Matter Description
Long-lived assets, primarily, property and equipment, intangible assets with finite lives, and operating lease right-of-use assets. As explained in Note 2 to 
the consolidated financial statements, the Company evaluates the recoverability of long-lived assets with determinable useful lives whenever events or 
changes in circumstances indicate that an asset’s carrying amounts may not be recoverable. The Company measures the carrying amount of long-lived asset 
against the estimated undiscounted future cash flows associated with it. If the sum of the expected undiscounted cash flow is less than the carrying amount 
of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected 
future discounted cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the 
asset being evaluated. These assumptions require judgment and actual results may differ from assumed and estimated amounts.
As described in Note 5, Note 6, and Note 15 to the consolidated financial statements, the Company performed impairment analysis on the property and 
equipment, intangible assets, and operating lease right-of-use assets, and recorded RMB 3.7 million impairment loss during the year ended February 29, 
2024.
The Company’s impairment analysis involved a high degree of subjectivity, including the projection of future cash flows. The significant assumptions used 
in calculating projected future cash flows include useful lives of long-lived assets, revenue projection and revenue growth rates, cost of revenue projection 
and operating margins. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the 
reasonableness of management’s estimates and assumptions related to forecasts of future cash flows, and assessing the audit evidence is also complex. 
How the Critical Audit Matter was Addressed in the Audit
Our principal audit procedures included, among others:
-	
evaluating the Company’s impairment assessment methodology and process;
-	
assessing the reasonableness of management’s forecasts by testing the completeness, accuracy, and relevance of underlying data;
-	
corroborating the significant assumptions, including useful lives of long-lived assets, cash flow projection and evidence obtained to support 
future projection.
/s/Marcum Asia CPAs LLP  
 
Marcum Asia CPAs LLP
We have served as the Company’s auditor since 2021.
New York, NY 
June 27, 2024
F-3

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC. 
CONSOLIDATED BALANCE SHEETS 
(Amounts in thousands, except for share and per share data) 
 
 
 
 
 
As of
 
 
 
 
 
February 28,

2023
   
February 29,

2024
 
 
 
 
 
RMB
   
RMB
   
USD
 
 
 
Note  
 
   
 
   
(Note 2)
 
ASSETS
 
 
 
     
     
   
Current assets
 
 
 
     
     
   
Cash and cash equivalents
 
 
   
175,696      
180,198      
25,035  
Accounts receivable, net of allowance for credit losses of RMB215 and nil as of 
February 28, 2023 and February 29, 2024
 
 
   
887      
3,249      
451  
Other receivables, deposits and other assets, net of allowance for credit losses of 
RMB5,852 and RMB4,755 as of February 28, 2023 and February 29, 2024, 
respectively
 
 
   
7,306      
15,026      
2,088  
Amount due from related parties, net of allowance for credit losses of RMB971 and 
RMB nil as of February 28, 2023 and February 29, 2024, respectively
 
14
   
11,127      
8,264      
1,148  
Short-term investments
 
4
   
24,332      
18,929      
2,630  
Short-term investments under fair value
 
4
   
156,639      
82,791      
11,502  
Long-term investments under fair value - current
 
4
   
135,201      
14,122      
1,962  
Total current assets
 
 
   
511,188      
322,579      
44,816  
Non-current assets
 
 
 
     
     
   
Restricted cash
 
 
   
1,362      
122,048      
16,957  
Property and equipment, net
 
5
   
13,979      
66,069      
9,179  
Operating lease right-of-use assets
 
15
   
29,379      
27,235      
3,784  
Intangible assets, net
 
6
   
2,476      
1,858      
258  
Goodwill
 
 
   
—     
1,125      
156  
Deferred tax assets
 
12
   
601  
  
— 
  
— 
Long-term investments, net
 
7
   
27,500      
36,000      
5,002  
Long-term investment under fair value - non-current
 
4
   
13,583      
94,817      
13,173  
Other non-current assets
 
 
   
972      
2,429      
337  
Total non-current assets
 
 
   
89,852      
351,581      
48,846  
TOTAL ASSETS
 
 
   
601,040      
674,160      
93,662  
 
 
 
 
     
     
   
LIABILITIES (including amounts of the consolidated VIEs without recourse to Four 
Seasons

 Education (Cayman) Inc. See Note 2)
 
 
 
     
     
   
Current liabilities
 
 
 
     
     
   
Amounts due to related parties
 
14
   
867      
3,384  
   
470  
Accrued expenses and other current liabilities
 
8
   
59,542      
66,040      
9,175  
Operating lease liabilities - current
 
15
   
2,531      
1,183      
164  
Income tax payable
 
 
   
17,171      
18,189      
2,527  
Deferred revenue
 
 
   
7,269      
18,023      
2,504  
Total current liabilities
 
 
   
87,380      
106,819      
14,840  
 
F-4

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC. 
CONSOLIDATED BALANCE SHEETS - continued
(Amounts in thousands, except for share and per share data) 
 
 
 
 
 
As of
 
 
 
 
 
February 28,

2023
   
February 29,

2024
 
 
 
 
 
RMB
 
 
RMB
   
USD
 
 
 
Note
 
 
 
 
 
   
(Note 2)
 
      Non-current liabilities
 
 
 
     
     
   
Deferred tax liabilities
 
12
 
 
575    
 
—      
—  
Long-term borrowings
 
9
 
 
—    
 
40,000      
5,557  
Operating lease liabilities - non-current
 
15
 
 
1,195    
 
1,197      
166  
Total non-current liabilities
 
 
 
 
1,770    
 
41,197      
5,723  
TOTAL LIABILITIES
 
 
 
 
89,150    
 
148,016      
20,563  
Commitments and contingencies
 
16
 
     
     
   
 
 
 
 
     
     
   
EQUITY
 
 
 
     
     
   
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 
21,189,215 and 21,163,416 shares issued and outstanding as of February 28, 2023 
and February 29, 2024, respectively)
 
 
 
 
14    
 
14      
2  
Additional paid-in capital
 
 
 
 
780,191    
 
783,313      
108,828  
Treasury shares (2,912,768 and 2,938,567 shares as of February 28,

 2023 and February 29, 2024, respectively)
 
10
 
 
(55,931 )  
 
(56,090 )    
(7,793 )
Accumulated deficit
 
 
 
 
(282,300 )  
 
(277,339 )    
(38,531 )
Accumulated other comprehensive income
 
 
 
 
15,758    
 
25,105      
3,488  
Shareholders’ equity
 
 
 
 
457,732    
 
475,003      
65,994  
Non-controlling interests
 
 
 
 
54,158    
 
51,141      
7,105  
Total equity
 
 
 
 
511,890    
 
526,144      
73,099  
TOTAL LIABILITIES AND EQUITY
 
 
 
 
601,040    
 
674,160      
93,662  
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
F-5

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(Amounts in thousands, except for share and per share data) 
 
 
 
 
For the Years Ended
 
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
 
2022
   
2023
   
2024
 
 
Note
 
RMB
   
RMB
   
RMB
   
USD
 
 
 
 
 
   
 
   
 
   
(Note 2)
 
Revenue
 
 
     
     
     
   
---Revenue from third parties
 
   
249,274      
26,556      
123,076      
17,099  
---Revenue from related parties
 
   
949      
7,660      
2,369      
329  
Total Revenue
2(q)
   
250,223      
34,216      
125,445      
17,428  
Cost of revenue
 
   
(149,615 )    
(19,922 )    
(79,951 )    
(11,108 )
 
 
 
     
     
     
   
Gross profit
 
   
100,608      
14,294      
45,494      
6,320  
 
 
 
     
     
     
   
General and administrative expenses
 
   
(85,298 )    
(45,291 )    
(44,337 )    
(6,160 )
Sales and marketing expenses
 
   
(22,045 )    
(4,668 )    
(6,753 )    
(938 )
Lease termination loss
 
   
(7,046 )    
—      
—      
—  
Impairment loss on intangible assets and goodwill
 
   
(44,562 )    
—      
—      
—  
Impairment loss on other long-lived assets
 
   
(7,871 )    
—      
(3,674 )    
(510 )
 
 
 
     
     
     
   
Operating loss
 
   
(66,214 )    
(35,665 )    
(9,270 )    
(1,288 )
Subsidy income
 
   
2,298      
1,412      
728      
101  
Gain from disposal of liabilities and a subsidiary
14
   
4,048      
—      
—      
—  
Interest income, net
 
   
3,230      
2,284      
7,235      
1,005  
Realized gain in investments
 
   
1,749      
1,867      
3,207      
446  
Unrealized holding (loss) gain in investments
 
   
(2,855 )    
(3,794 )    
3,910      
543  
Other (expense) income, net
 
   
(2,395 )    
1,401      
(1,434 )    
(199 )
Impairment loss on long-term investments
7
   
—      
—      
(500 )    
(69 )
 
 
 
     
     
     
   
(Loss) income before income taxes and loss 

from equity method investments
 
   
(60,139 )
   
(32,495 )    
3,876      
539  
 
 
 
     
     
     
   
Income tax expense
12
   
(21,843 )    
(993 )    
(1,101 )    
(153 )
Loss from equity method investments
 
   
(36,750 )    
—      
—      
—  
 
 
 
     
     
     
   
Net (loss) income
 
   
(118,732 )    
(33,488 )    
2,775      
386  
Less: Net loss attributable to non-controlling interests
 
   
(5,270 )    
(3,822 )    
(2,186 )    
(304 )
Net (loss) income attributable to 

Four Seasons Education (Cayman) Inc.
 
   
(113,462 )    
(29,666 )    
4,961      
690  
Net (loss) income per ordinary share:
 
 
     
     
     
   
- Basic
13
   
(5.04 )    
(1.40 )    
0.23      
0.03  
- Diluted
13
   
(5.04 )    
(1.40 )    
0.21      
0.03  
 
 
 
     
     
     
   
Weighted average shares used in calculating net 

loss per ordinary share:
 
 
     
     
     
   
- Basic
13
   
22,491,122      
21,234,763      
21,164,265      
21,164,265  
- Diluted
13
   
22,491,122      
21,234,763      
23,614,631      
23,614,631  
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
F-6

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC. 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME 
(Amounts in thousands, except for share and per share data) 
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
 
 
 
   
 
   
 
   
(Note 2)
 
Net (loss) income
   
(118,732 )    
(33,488 )    
2,775      
386  
Other comprehensive (loss) income, net of tax of nil
 
     
     
     
   
Foreign currency translation adjustments
   
(9,479 )    
38,526      
9,347      
1,299  
Comprehensive (loss) income
   
(128,211 )    
5,038      
12,122      
1,685  
Less: Comprehensive loss attributable to 

non-controlling interests
   
(5,270 )    
(3,822 )    
(2,186 )    
(304 )
Comprehensive (loss) income attributable to 

Four Seasons Education (Cayman) Inc.
   
(122,941 )    
8,860      
14,308      
1,989  
 
The accompanying notes are an integral part of these consolidated financial statements.
F-7

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC.  
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 
(Amounts in thousands, except for share and per share data) 
 
 
 
Ordinary

shares
   
Treasury 

shares
   
Additional

paid-in 

capital
   
Accumulate
d

deficit
   
Accumulate
d

other

comprehensi
ve

income(loss)    
Total Four

Seasons

Education

(Cayman)

Inc.

shareholder
s'

equity
   
Non-

controllin
g 

interests    
Total 

equity
 
 
 
Number
   
RMB    
Number
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
Balance at February 28, 2021 in RMB    
23,131,195      
15  
   
970,788  
   
(27,899 )     768,150  
   
(138,290 )    
(13,289 )    
588,687  
    57,701  
   
646,388  
Contribution from non-controlling 
interests
   
—      
—  
   
—  
   
—      
(480 )    
—  
   
—  
   
(480 )    
4,110  
   
3,630  
Share-based compensation
   
—      
—  
   
—  
   
—      
9,002  
   
—  
   
—  
   
9,002  
   
—  
   
9,002  
Net loss for the year
   
—      
—  
   
—  
   
—      
—  
   
(113,462 )    
—  
    (113,462 )    
(5,270 )    
(118,732 )
Foreign currency translation 
adjustments
   
—      
—  
   
—  
   
—      
—  
   
—  
   
(9,479 )    
(9,479 )    
—  
   
(9,479 )
Repurchase of ordinary shares (Note 
10)
   
(1,892,389 )    
(1 )
   
1,892,389  
   
(27,794 )    
—  
   
—  
   
—  
   
(27,795 )    
—  
   
(27,795 )
Acquisition of a subsidiary
   
—      
—  
   
—  
   
—      
—  
   
—  
   
—  
   
—  
   
11  
   
11  
Reconsolidation of previously 

deconsolidated VIE
   
—      
—  
   
—  
   
—      
351  
   
—  
   
—  
   
351  
   
—  
   
351  
Dividend to non-controlling interests
   
—      
—  
   
—  
   
—      
—  
   
(882 )    
—  
   
(882 )    
—  
   
(882 )
Balance at February 28, 2022 in RMB    
21,238,806      
14  
   
2,863,177  
   
(55,693 )     777,023  
   
(252,634 )    
(22,768 )    
445,942  
    56,552  
   
502,494  
Deregistration of subsidiaries
   
—      
—  
   
—  
   
—      
—  
   
—  
   
—  
   
—  
   
1,428  
   
1,428  
Repurchase of ordinary shares (Note 
10)
   
(49,591 )  
(0)      
49,591  
   
(238 )    
—  
   
—  
   
—  
   
(238 )    
—  
   
(238 )
Net loss for the year
   
—      
—  
   
—  
   
—      
—  
   
(29,666 )    
—  
   
(29,666 )    
(3,822 )    
(33,488 )
Share-based compensation
   
—      
—  
   
—  
   
—  
   
3,168  
   
—  
   
—  
   
3,168  
   
—  
   
3,168  
Foreign currency translation 
adjustments
   
—      
—  
   
—  
   
—      
—  
   
—  
   
38,526  
   
38,526  
   
—  
   
38,526  
Balance at February 28, 2023 in RMB    
21,189,215      
14  
   
2,912,768  
   
(55,931 )     780,191  
   
(282,300 )    
15,758  
   
457,732  
    54,158  
   
511,890  
Acquisition of subsidiaries
   
—      
—  
   
—  
   
—      
—  
   
—  
   
—  
   
—  
   
1,125  
   
1,125  
Disposal of subsidiaries
   
—      
—  
   
—  
   
—      
—  
   
—  
   
—  
   
—  
   
(1,956 )    
(1,956 )
Repurchase of ordinary shares (Note 
10)
   
(25,799 )    
—  
   
25,799  
   
(159 )    
—  
   
—  
   
—  
   
(159 )    
—  
   
(159 )
Net income for the year
   
—      
—  
   
—  
   
—      
—  
   
4,961  
   
—  
   
4,961  
   
(2,186 )    
2,775  
Share-based compensation
   
—      
—  
   
—  
   
—      
3,122  
   
—  
   
—  
   
3,122  
   
—  
   
3,122  
Foreign currency translation 
adjustments
   
—      
—  
   
—  
   
—  
   
—  
   
—  
   
9,347  
   
9,347  
   
—  
   
9,347  
Balance at February 29, 2024 in RMB    
21,163,416      
14  
   
2,938,567  
   
(56,090 )     783,313  
   
(277,339 )    
25,105  
   
475,003  
    51,141  
   
526,144  
Balance at February 29, 2024 in USD 
(Note 2)
   
21,163,416      
2  
   
2,938,567  
   
(7,793 )     108,828  
   
(38,531 )    
3,488  
   
65,994  
   
7,105  
   
73,099  
 
The accompanying notes are an integral part of these consolidated financial statements.
F-8

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Amounts in thousands, except for share and per share data)  
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
 
 
 
   
 
   
 
   
(Note 2)
 
 Cash flows from operating activities
 
     
     
     
   
 Net (loss) income for the year
   
(118,732 )    
(33,488 )    
2,775      
386  
 Adjustments to reconcile net cash flows from operating activities:
 
     
     
     
   
  Share-based compensation
   
9,002      
3,168      
3,122      
434  
  Provision for credit losses
   
6,881      
1,438      
—      
—  
  Depreciation of property and equipment
   
8,458      
2,802      
3,735      
519  
  Noncash lease expenses
   
39,476      
2,960      
3,965      
551  
  Loss (gain) of disposal of property and equipment
   
954      
315      
(424 )    
(59 )
  Loss from property and equipment impairment
   
7,871      
—      
3,674      
510  
  Amortization of intangible assets
   
1,719      
789      
618      
86  
  Loss from intangible assets impairment
   
2,255      
—      
—      
—  
  Loss from equity method investments, net of taxes
   
36,750      
—      
—      
—  
  Loss from goodwill impairment
   
42,307      
—      
—      
—  
  Loss from long-term investments impairment
   
—      
—      
500      
69  
  Fair value changes of investments
   
1,106      
1,927      
(3,910 )    
(543 )
  Gain from disposal of liabilities and a subsidiary
   
(4,048 )    
—      
—      
—  
  Loss (gain) from deregistration of subsidiaries
   
—      
458      
(2,202 )    
(306 )
  Deferred income taxes
   
14,436      
118      
26      
4  
 Changes in operating assets and liabilities and other, net:
 
     
     
     
   
 Accounts receivable
   
(1,677 )    
1,150      
(289 )    
(40 )
 Amounts due from related parties
   
(332 )    
(8,231 )    
2,893      
402  
 Other receivables, deposits and other assets
   
(11,920 )    
3,873      
(7,117 )    
(989 )
 Other non-current assets
   
(1,737 )    
3,047      
(254 )    
(35 )
 Changes in operating lease liabilities
   
(59,801 )    
(2,059 )    
(3,167 )    
(440 )
 Amounts due to related parties
   
396      
584      
1,090      
151  
 Accrued expenses and other current liabilities
   
(3,148 )    
(7,570 )    
142      
20  
 Income tax payable
   
4,577      
2,449      
1,018      
141  
 Deferred revenue
   
(66,114 )    
777      
10,361      
1,439  
  Net cash (used in) provided by operating activities
   
(91,321 )
   
(25,493 )    
16,556      
2,300  
  Cash flows from investing activities
 
     
     
     
   
  Purchases of property and equipment
   
(9,876 )    
(8,659 )    
(56,616 )    
(7,866 )
  Purchases of intangible assets
   
(120 )    
—      
—      
—  
  Acquisition of businesses, net of cash acquired
   
(422 )    
—      
71      
10  
  Payments to long-term investments
   
(14,000 )    
(13,500 )    
(9,000 )    
(1,250 )
  Purchases of short-term investments
   
(89,544 )    
(29,349 )    
(18,929 )    
(2,630 )
  Purchases of short-term investments under fair value
 
—      
(175,849 )    
(103,145 )    
(14,330 )
  Purchases of long-term investments under fair value
 
—      
(145,910 )    
(93,280 )    
(12,960 )
  Proceeds from maturity of investments
   
128,136      
276,565      
351,827      
48,880  
  Loans to related parties
   
(588 )    
—      
(4,763 )    
(662 )
  Collection of loans to related party
   
—      
—      
5,316      
739  
  VIE consolidation
   
100      
—      
—      
—  
  Disposal of liabilities
   
(7,500 )    
—      
—      
—  
  Disposal of a subsidiary
   
(1,889 )    
—      
—      
—  
  Net cash provided by (used in) investing activities
   
4,297  
   
(96,702 )    
71,481      
9,931  
 
 
F-9

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS - continue
(Amounts in thousands, except for share and per share data)  
 
 
 
For the Years Ended
 
 
 
February 28
   
February 28
   
February 29
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
 
 
 
   
 
   
 
   
(Note 2)
 
  Cash flows from financing activities
 
     
     
     
   
  Contribution from non-controlling shareholders of subsidiaries
   
3,630      
—      
—      
—  
  Proceeds from related parties loans
   
—      
—      
1,587      
221  
  Repayment to related parties loans
   
(508 )    
(600 )    
(160 )    
(22 )
  Repurchase of ordinary shares
   
(27,795 )    
(238 )    
(159 )    
(22 )
  Dividends paid to non-controlling shareholders
   
(882 )    
—      
—      
—  
  Proceeds from long-term borrowings
   
—      
—      
40,000      
5,557  
  Net cash (used in) provided by financing activities
   
(25,555 )
   
(838 )    
41,268  
   
5,734  
  Effect of foreign exchange rate changes
   
(3,932 )    
27,389      
(4,117 )    
(572 )
  Net (decrease) increase in cash, and cash equivalents and restricted cash
   
(116,511 )    
(95,644 )    
125,188      
17,393  
  Cash and cash equivalents and restricted cash at beginning of the year
   
389,213      
272,702      
177,058      
24,599  
  Cash and cash equivalents and restricted cash at end of the year
   
272,702  
   
177,058  
   
302,246      
41,992  
  Reconciliation in amounts on consolidated balance sheets:
 
     
     
     
   
  Cash and cash equivalents
   
262,429  
   
175,696  
   
180,198      
25,035  
  Restricted cash
   
10,273  
   
1,362  
   
122,048      
16,957  
  Total cash and cash equivalents and restricted cash
   
272,702  
   
177,058  
   
302,246      
41,992  
  Supplemental disclosure of cash flow information:
 
     
     
     
   
  Income taxes paid
   
3,315      
156      
57      
8  
  Cash paid for amounts included in measurement of lease liabilities
   
39,013      
4,516      
3,034      
422  
  Operating lease right-of-use assets obtained in exchange for operating lease liabilities
   
30,259      
2,491      
1,846      
256  
  Supplemental schedule of non-cash investing and financing activities:
   
326      
120      
3,662      
509  
 
The accompanying notes are an integral part of these consolidated financial statements. 
F-10

Table of Contents
 
 
FOUR SEASONS EDUCATION (CAYMAN) INC.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(Amounts in thousands, except for share and per share data) 
1.	
ORGANIZATION AND PRINCIPAL ACTIVITIES 
Four Seasons Education (Cayman) Inc. (the "Company") was incorporated in the Cayman Islands on June 9, 2014. The Company, its subsidiaries, 
its consolidated Variable Interest Entity (the "VIE") and VIE’s subsidiaries (collectively referred to as the "Group") are principally engaged in 
provision of after-school education services for kindergarten, elementary and middle school students in the People’s Republic of China (the "PRC").  
On December 29, 2014, the Company established a wholly-owned foreign invested subsidiary, Shanghai Fuxi Enterprise Management Consulting 
Co., Ltd. ("Shanghai Fuxi", or "WFOE") in the PRC. PRC laws and regulations currently require any foreign entity that invests in the education 
business in China to be an educational institution with relevant experience in providing educational services outside China. As a Cayman Islands 
company, the Company is deemed a foreign legal person under the PRC laws but not an educational institution and does not provide education 
services. To comply with the PRC laws and regulations, the Group provides substantially all of its education business in the PRC through Shanghai 
Four Seasons Education Investment Management Co., Ltd. ("Four Seasons Investment"), Shanghai Luoliang Network Technology Co., Ltd. 
("Shanghai Luoliang", previously named as Shanghai Four Seasons Education and Training Co., Ltd.) (the "VIEs") and its subsidiaries. Shanghai 
Fuxi entered into a series of contractual arrangements (see Note 2(b)) with its VIEs and their respective shareholders through which the Company 
became the primary beneficiary of VIEs. 
On July 24, 2021, the General Office of State Council and the General Office of Central Committee of the Communist Party of China jointly 
promulgated the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education 
(compulsory education includes elementary school education of six years and middle school education of three years, together as the “Compulsory 
Stage Education”) (the “Opinion”), which provides that, among other things, (i) local government authorities shall no longer approve new after-
school tutoring institutions (“Academic AST Institutions”) providing tutoring services on academic subjects for students in compulsory education, 
and the existing after-school tutoring institutions providing tutoring services on academic subjects shall be registered as non-profit, and local 
government authorities shall no longer approve any new Academic AST Institutions providing tutoring services on academic subjects for pre-
school-age children and students in grade ten to twelve; (ii) online Academic AST Institutions that have filed with the local education administration 
authorities providing tutoring services on academic subjects shall be subject to review and re-approval procedures by competent government 
authorities, and any failure to obtain such approval will result in the cancellation of its previous filing and internet content provider license (“ICP 
license”); (iii) Academic AST Institutions are prohibited from raising funds by listing on stock markets or conducting any capitalization activities 
and listed companies are prohibited from investing in Academic AST Institutions through capital markets fund raising activities, or acquiring assets 
of Academic AST Institutions by paying cash or issuing securities; and (iv) foreign capital is prohibited from controlling or participating in any 
Academic AST Institutions through mergers and acquisitions, entrusted operation, joining franchise or variable interest entities.
On September 7, 2021, to implement the Opinion, the Chinese Ministry of Education (“MOE”) published on its website that the MOE, together with 
two other government authorities, issued a circular requiring K-9 Academic AST Institutions to complete registration as non-profit by the end of 
2021, and K-9 Academic AST Institutions shall, before completing such registration, suspend enrollment of students and charging fees (the 
“Regulations”).
F-11

Table of Contents
 
 
To comply with the Opinion and the Regulations, the Company performed business restructuring and organizational adjustments, including ceasing 
offering tutoring services related to academic subjects to students from kindergarten through grade nine (the “K9 Academic AST Services”) by the 
end of 2021 in mainland China (“Business Restructuring”), disposing the deferred revenue of unconsummated lessons related to K-9 Academic AST 
services and disposing its 100% equity interest in Shanghai Jing’an Dangdai Art Training School (“Dangdai”) to Shanghai Jiaxin Travel Agency 
(“Jiaxin Travel”) with nil consideration at the end of 2021 (Note 14).
As of February 29, 2024, details of the Company’s major subsidiaries, its VIEs and VIEs’ subsidiaries are as follows:
Name
 
Later of

date of

incorporation

or acquisition
 
Place of

incorporation

(or

establishment)
 
Equity interest

attributed to the

Group as of

February 29,

2024
 
Principal

activities
Subsidiaries:
 
 
 
 
 
 
 
 
Four Seasons Education (Hong Kong) Limited 

("Four Seasons Hong Kong")
 
June 24,

2014
 
Hong Kong
 
100%
 
Investment

holding
Shanghai Fuxi Information Technology Service Co., Ltd.

("Shanghai Fuxi")
 
December 29,

2014
 
Shanghai
 
100%
 
Consulting

 service
Wuyuan Sijijiaozhong Tourism Inv Mgt Co., Ltd.

("Wuyuan Sijijiaozhong")
 
December 20, 

2023
 
Jiangxi
 
100%
 
Consulting service
Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 

(“Wuyuan Siji Gongda”)
 
May 28, 

2022
 
Jiangxi
 
100%
 
Tourism

service
Variable interest entities:
 
 
 
 
 
 
 
 
Shanghai Luoliang Network Technology Co., Ltd.  

("Shanghai Luoliang")
 
March 12,

2014
 
Shanghai
 
100%
 
Education

 service
Shanghai Four Seasons Education Investment Management Co., Ltd. 

("Four Seasons Investment")
 
March 13,

2007
 
Shanghai
 
100%
 
Investment

holding
VIE's subsidiaries:
 
 
 
 
 
 
 
 
Wufeng Siji Xuezhi Education Management Co., Ltd. 

(“Wufeng Siji Xuezhi”)
 
October 19, 

2022
 
Hubei
 
60%
 
Tourism

service
Shexian Siji Xingzhi Culture Development Co., Ltd. 

(“Shexian Siji Xingzhi”)
 
November 11, 

2022
 
Jiangxi
 
100%
 
Tourism

service
Shanghai Huangpu Fantasy Further Education School 

("Fantasy School")
 
September 1,

2018
 
Shanghai
 
51%
 
Education

 service
Shanghai Jing'an Four Seasons Intellectual Sports Club 

("Four Seasons Intellectual Sports")
 
June 15,

2018
 
Shanghai
 
100%
 
Education

 service
Chongqing Jingzhan Technology Training Center Co., Ltd. 

(“Chongqing Jingzhan”)
 
September 1,

2018
 
Chongqing
 
51%
 
Education

 service
Shanghai Jiahe International Tourism Co., Ltd.

(“Shanghai Jiahe”)
 
July 22,

2022
 
Shanghai
 
80%
 
Tourism

service
Shanghai Zihua International Travel Service Co., Ltd.

(“Shanghai Zihua”)
 
June 1,

2023
 
Shanghai
 
55%
 
Tourism

service
(1)
On October 10, 2022, Shanghai Four Seasons Education and Training Co., Ltd. changed its name to Shanghai Luoliang Network Technology 
Co., Ltd.
(2)
On March 1, 2020, Shanghai Fuxi terminated the contractual arrangements with Four Seasons Investment and its shareholders, including the 
exclusive service agreement, exclusive call option agreement, equity pledge agreement and shareholder voting rights proxy agreement. At the 
same time, the ownership of the learning center previously held by Four Seasons Investment namely Shanghai Tongfang Technology Further 
Education School ("Tongfang School") was transferred to the other VIE of the Company, namely Shanghai Four Seasons. Other than 
Tongfang School, the assets and liabilities held by Four Seasons Investment were immaterial. On November 1, 2021, Shanghai Fuxi entered 
into a series of contractual arrangements with Four Seasons Investment and its shareholders through which the Company once again became 
the primary beneficiary of Four Seasons Investment. 
 
F-12
(1)
 (2)

Table of Contents
 
 
2.	
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
(a) Basis of presentation and consolidation 
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the 
United States of America (“US GAAP”). 
(b) Principles of consolidation 
The Company evaluates the need to consolidate the VIEs of which the Company is the primary beneficiary. In determining whether the Company is 
the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affects the economic 
performance of the VIE, and (2) The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive 
benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, the Company consolidates the VIE.
Determining whether the Company is the primary beneficiary in the VIE arrangements between the WFOE and the VIE requires a careful evaluation 
of the facts and circumstances, including whether the contractual agreements are substantive under the applicable legal and financial reporting 
frameworks, i.e. PRC law and US GAAP. The Company continually reviews its corporate governance arrangements to ensure that the contractual 
agreements are in fact valid and legally enforceable and therefore are indeed substantive.
The Company has also considered conflicts of interest arisen from the contractual arrangements. Mr. Tian is the nominal shareholder of the VIEs, 
and Mr. Tian is also the controlling shareholder and the largest shareholder of the Company. The interests of Mr. Tian as the nominal shareholder of 
the VIEs may differ from the interests of the Company as a whole, since Mr. Tian is only one of the beneficial shareholders of the Company. The 
Company relies on Mr. Tian, as a director of the Company, to fulfill his fiduciary duties and abide by laws of the PRC and Cayman Islands and act 
in the best interest of the Company. The Company believes Mr. Tian will not act contrary to any of the contractual arrangements and the call option 
agreement provides the Company with a mechanism to remove Mr. Tian as a nominal shareholder of the VIEs should he act to the detriment of the 
Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and Mr. Tian, the Company would have to rely 
on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal 
proceedings.
F-13

Table of Contents
 
 
The VIE Arrangements 
The Company consolidates Shanghai Four Seasons, Four Seasons Investment and their subsidiaries as variable interest entities and referred to them 
as "the VIEs" in the Company’s consolidated financial statements. PRC laws and regulations currently require 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. The Company is not an educational institution and does not provide education services. Therefore, the Company conduct the operation 
through the VIEs. In addition, the VIEs hold leases and other assets necessary to operate the Company’s schools and learning centers, employ 
teachers and generate substantially all of the Company’s total net revenue.
The Company, through its wholly owned subsidiary in China, Shanghai Fuxi has entered into the following contractual arrangement with the VIEs 
that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIEs, and (2) 
receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the Company is considered the primary beneficiary of 
the VIEs and has consolidated the VIEs’ financial results of operations, assets and liabilities and cash flows in the Company’s consolidated financial 
statements.
Agreements that provide the Company with effective control over the VIEs include:
Call Option Agreement Pursuant to the call option agreement among the WFOE, Shanghai Four Seasons, Four Seasons Investment and the 
shareholders of Shanghai Four Seasons and Four Seasons Investment (“VIE shareholders”), the VIE shareholders unconditionally and irrevocably 
granted the WFOE or its designee an exclusive option to purchase, to the extent permitted under PRC laws and regulations, all or part of the equity 
interests in the VIEs at nominal consideration which decided by the WFOE or the lowest consideration permitted by PRC laws and regulations 
under the circumstances where the WFOE or its designee is permitted under PRC laws and regulations to own all or part of the equity interests of 
VIEs. The WFOE has the sole discretion to decide when to exercise the option, and whether to exercise the option in part or in full. Without the 
WFOE’s written consent, the VIE shareholders may not sell, transfer, pledge or otherwise dispose of or create any encumbrance on any of VIEs’ 
assets or equity interests. The agreement can be terminated by the WFOE by giving a 30-day prior notice, but not by the VIEs or VIE shareholders.
Voting Rights Proxy Agreement & Irrevocable Power of Attorney The VIE shareholders executed voting rights proxy agreement, appointing the 
WFOE, or any person designated by the WFOE, as their attorney-in-fact to (i) call and attend shareholders meeting of VIEs and execute relevant 
shareholders resolutions; (ii) exercise on his behalf all his rights as a shareholder of VIEs, including those rights under PRC laws and regulations 
and the articles of association of VIEs, such as voting, appointing, replacing or removing directors, (iii) submit all documents as required by 
governmental authorities on behalf of VIEs, (iv) assign the shareholding rights to VIEs, including receiving dividends, disposing of equity interest 
and enjoying the rights and interests during and after liquidation. The agreement will remain in effect unless the WFOE terminates the agreement by 
giving a written notice.
Spousal Consent Letter Pursuant to the spousal consent letter executed by the spouse of certain shareholders of VIEs, each of such spouse 
unconditionally and irrevocably agreed to the execution of exclusive service agreement, exclusive call option agreement, shareholder voting rights 
proxy agreement and irrevocable power of attorney and equity pledge agreement described above by the applicable shareholder. They further 
undertakes not to make any assertions in connection with the equity interests of the VIEs held by the applicable shareholder, and confirm that the 
shareholder can perform the relevant transaction documents described above and further amend or terminate such transaction documents without the 
authorization or consent from such spouse. The spouse of each applicable shareholder agrees and undertakes that if he/she obtains any equity 
interests of the VIEs held by the applicable shareholder for any reasons, he/she would be bound by the transaction documents described above and 
the amended and restated exclusive service agreement between WFOE and our VIEs. The valid term of spousal consent letter is same as the term of 
the exclusive call option agreement.
F-14

Table of Contents
 
 
Equity Pledge Agreement The VIE shareholders agreed to pledge their equity interest in VIEs to the WFOE to secure the performance of the VIEs’ 
obligations under the series of contractual agreements and any such agreements to be entered into in the future. Without prior written consent of the 
WFOE, the VIE shareholders shall not transfer or dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity 
interests. If any economic interests were received by means of their equity interests in the VIEs, such interests belong to the WFOE. The agreement 
can be early terminated by the WFOE by giving a 30-day prior notice, but not by the VIEs or VIE shareholders.
Agreements that transfer economic benefits of VIEs to the Group include:
 
Exclusive Services Agreement Under the exclusive services agreement, the Company and the WFOE have the exclusive right to provide 
comprehensive technical and business support services to the VIEs. In particular, such services include conducting market research and offering 
strategic business advice, providing information technology services, providing advices on mergers and acquisitions, providing human resources 
management services, providing intellectual property licensing services, providing support for teaching activities and providing other services that 
the parties may mutually agree from time to time. In exchange, the VIEs pay annual service fees to the WFOE in the amount equivalent to all of 
their net income as confirmed by the WFOE. The WFOE has the right to adjust the service fee rates at its sole discretion based on the services 
provided and the operation conditions of VIEs. The agreement can be early terminated by the WFOE by giving a 30-day prior notice, but not by the 
VIEs or VIE shareholders.
The Voting Rights Proxy Agreement and Irrevocable Power of Attorney have conveyed all shareholder rights held by the VIE shareholders to the 
WFOE or any person designated by the WFOE, including the right to appoint executive directors of the VIEs to conduct day to day management of 
the VIEs’ businesses, and to approve significant transactions of the VIEs. In addition, the Call Option Agreement provides the WFOE with a 
substantive kick-out right of the VIE shareholders through an exclusive option to purchase all or any part of the shareholders' equity interest in the 
VIEs. The Equity Pledge Agreements further secure the obligations of the shareholders of the VIEs under the above agreements.
Because the Company, through the WFOE, has (i) the power to direct the activities of the VIEs that most significantly affect the entity's economic 
performance and (ii) the right to receive substantially all of the benefits from the VIEs, the Company is deemed the primary beneficiary of the VIEs. 
Accordingly, the Company has consolidated the VIEs’ financial results of operations, assets and liabilities in the Group's consolidated financial 
statements. The aforementioned agreements are effective agreements between a parent and consolidated subsidiaries, neither of which is accounted 
for in the consolidated financial statements or are ultimately eliminated upon consolidation (i.e. service fees under the Exclusive Services 
Agreement Agreement).
The Company believes that the contractual arrangements with the VIEs are in compliance with PRC law and are legally enforceable. However, 
uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and 
contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: 
•
revoke the business and operating licenses of the Company’s PRC subsidiaries and VIEs;
 
•
discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiaries and VIEs;
 
•
limit the Group’s business expansion in China by way of entering into contractual arrangements;
 
•
impose fines or other requirements with which the Company’s PRC subsidiaries and VIEs may not be able to comply;
 
•
require the Company or the Company’s PRC subsidiaries or VIEs to restructure the relevant ownership structure or operations; or
•
restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance the Group’s business and operations in 
China.
F-15

Table of Contents
 
 
The following consolidated financial statement balances and amounts of the Company's VIEs and their subsidiaries, were included in the 
accompanying consolidated financial statements after the elimination of intercompany balances and transactions among the Company, its 
subsidiaries, its VIEs and VIEs’ subsidiaries.
 
 
 
As of
 
 
 
February 28,
   
February 29,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
   
USD
 
ASSETS
 
     
     
   
Total current assets
   
54,382      
73,140      
10,162  
Total non-current assets
   
47,576      
18,699      
2,598  
TOTAL ASSETS
   
101,958      
91,839      
12,760  
 
 
     
     
   
LIABILITIES
 
     
     
   
Amount due to related parties
   
867      
1,907      
265  
Accrued expenses and other current liabilities
   
56,009      
59,219      
8,227  
Operating lease liabilities-current
   
2,067      
976      
136  
Income tax payable
   
13,963      
15,286      
2,124  
Deferred revenue
   
7,269      
17,892      
2,486  
Total current liabilities
   
80,175      
95,280      
13,238  
Deferred tax liabilities
   
575      
—      
—  
Operating lease liabilities-non-current
   
859      
992      
138  
Total non-current liabilities
   
1,434      
992      
138  
TOTAL LIABILITIES
   
81,609      
96,272      
13,376  
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
USD
 
Total revenue
   
250,223      
33,381      
124,568    
17,307  
Operating (loss) income
   
(63,619 )    
(12,688 )    
2,936    
408  
Net (loss) income
   
(80,976 )    
(11,077 )    
440    
61  
Net cash (used in) provided by operating

 activities
   
(70,397 )    
(73,927 )    
19,891    
2,764  
Net cash (used in) provided by investing

 activities
   
(2,294 )    
4,841      
(2,270 )  
(315 )
Net cash provided by (used in) financing

 activities
   
21,349      
44,640      
(1,194 )  
(166 )
 
The VIEs contributed 100%, 97.6% and 99.3% of the Group's consolidated revenue for the years ended February 28, 2022, 2023 and February 29, 
2024, respectively. As of February 28, 2023 and February 29, 2024, the VIEs accounted for an aggregate of 17.0% and 13.6% respectively, of the 
audited consolidated total assets, and 91.5% and 65.0% respectively, of the consolidated total liabilities. Total assets not associated with the VIEs 
mainly consist of cash and cash equivalents, short-term investments and long-term investments under fair value.
There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its 
subsidiaries to provide financial support to the VIEs. However, if the VIEs were ever to need financial support, the Group may, at its option and 
subject to statutory limits and restrictions, provide financial support to its VIEs through loans to the shareholders of the VIEs or entrustment loans to 
the VIEs.
The Group believes that there are no assets held in the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and 
the PRC statutory reserves. As the VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not 
have recourse to the general credit of the Company for any of the liabilities of the VIEs. Relevant PRC laws and regulations restrict the VIEs from 
transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans 
and advances or cash dividends. Please refer to Note 20 for disclosure of restricted net assets.
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(c) Use of estimates 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting 
period. Actual results may differ from these estimates. The Group bases its estimates on historical experience and various other factors believed to 
be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities 
that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s financial statements include assessment of 
useful lives of long-lived assets, realization of deferred tax assets, impairment assessment of investments, property and equipment, intangible assets 
and goodwill, valuation of share-based compensation, fair value assessment of investments, assumptions used to determine the fair value of the 
assets acquired through business combination and incremental borrowing rate for lease. Actual results may differ materially from those estimates. 
(d) Business combinations
The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business 
Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities 
incurred by the Group to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. 
Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent 
of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair 
value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as 
goodwill. Alternatively, the excess of the (i) the fair value of the identifiable net assets of the acquire over (ii) the total costs of acquisition, fair value 
of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree is recorded as a gain on bargain 
purchase.
(e) Fair value 
Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between 
market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be 
recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that 
market participants would use when pricing the asset or liability.
Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three 
broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is 
significant to the fair value measurement as follows:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. 
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or 
liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with 
insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be 
derived principally from, or corroborated by, observable market data. The Group has investments measured at fair value on a recurring basis at the 
end of each reporting period and classified as level 2 fair value measurements (see Note 2(l)). Various inputs for the investment valuation, including 
time value, volatility factors, current market and contractual prices for the underlying financial instruments, as well as other relevant economic 
measures, substantially are observable in the marketplace, can be derived from observable data or are supported by observable levels at which 
transactions are executed in the marketplace.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement 
of the fair value of the assets or liabilities. 
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The Group's non-financial assets, which primarily consist of goodwill, intangible assets, property and equipment, and operating lease right-of-use 
assets, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in its consolidated balance sheets. 
However, on a periodic basis or whenever events or changes in circumstances indicate that they may not be fully recoverable (and at least annually 
for goodwill), the respective carrying value of non-financial assets are assessed for impairment and, if ultimately considered impaired, are adjusted 
and written down to their fair value, as estimated based on consideration of external market participant assumptions. The fair values of these assets 
were determined based on Level 3 measurements, the related inputs of which included estimates of the amount and timing of the assets' net future 
discounted cash flows, based on historical experience and consideration of current trends, market conditions, and comparable sales, as applicable.
The following table presents the impairment charges recorded by the Group for assets measured at fair value on a non-recurring basis for the years 
ended February 28, 2022, 2023 and February 29, 2024:
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
Fair Value 

As of 

Impairment 

Date
   
Total 

Impairment 

Loss
   
Fair Value 

As of 

Impairment 

Date
   
Total 

Impairment 

Loss
   
Fair Value As of

 Impairment Date
   
Total Impairment
 Loss
 
 
 
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
USD
   
RMB
 
USD
 
Property and equipment, net (Note 
5)
 
 
—  
   
7,871      
—  
   
—  
   
—    
—      
3,674    
510  
Intangible assets, net (Note 6)
   
—  
   
2,255      
—  
   
—  
   
—    
—  
   
—    
—  
Goodwill
   
—  
   
42,307      
—  
   
—  
   
—    
—  
   
—    
—  
 
The carrying values of financial instruments, which consist of cash and cash equivalents, accounts receivable, other receivables, deposits and other 
assets, amount due from related parties, short-term investments (term deposits and wealth management products), amounts due to related parties, 
accrued expenses and other current liabilities, operating lease liabilities, income tax payable and deferred revenue are recorded at cost which 
approximates their fair value due to the short-term nature of these instruments. The Group believes that its long-term borrowing from bank 
approximates the fair value based on current yields for debt instruments with similar terms. 
 
(f) Foreign currency translation
The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Company and affiliates incorporated outside the mainland 
China is the United States dollar (“US dollar” or “US$”). The functional currency of all the other subsidiaries and the VIEs and VIEs’ subsidiaries is 
RMB. 
Monetary assets and liabilities denominated in currencies other than the RMB are remeasured into RMB at the rates of exchange ruling at the 
balance sheet date. Transactions in currencies other than the RMB during the year are converted into RMB at the applicable rates of exchange 
prevailing on the day transactions occurred. Exchange gains and losses are recognized in the consolidated statements of operations.
Assets and liabilities are translated into RMB at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange 
rates and revenue, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as foreign 
currency translation adjustments and are shown as a separate component of other comprehensive (loss) income in the consolidated statements of 
comprehensive (loss) income. 
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(g) Foreign currency risk 
The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, 
controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies, international 
economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group’s cash and 
cash equivalents and restricted cash denominated in RMB amounted to RMB70,628 and RMB102,503 (US$14,241) as of February 28, 2023 and 
February 29, 2024, respectively. 
(h) Convenience translation 
The Group’s business is primarily conducted in China and almost all of the revenue is denominated in RMB. Translations of balances in the 
consolidated balance sheets, and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity and cash 
flows from RMB into US dollar as of and for the year ended February 29, 2024 are solely for the convenience of the readers and were calculated at 
the rate of US$1.00=RMB7.1977, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on 
February 29, 2024. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that 
rate on February 29, 2024, or at any other rate. 
(i) Cash and cash equivalents 
Cash and cash equivalents consist of cash on hand, cash in bank, time deposits with original maturities of three months or less when purchased and 
floating rate financial instruments which are unrestricted as to withdrawal or use. The carrying value of cash equivalents approximates market value. 
The Group’s cash and cash equivalents was RMB175,696 and RMB180,198 (US$ 25,035) as of February 28, 2023 and February 29, 2024, 
respectively. Balances are written off when determined to be uncollectible. 
(j) Allowance for credit losses
The Group has developed a current expected credit loss ("CECL") model based on historical experience, the age of the accounts receivable balances, 
credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors 
that may affect its ability to collect from customers. The Group considers historical collection rates, current financial status, macroeconomic factors, 
and other industry-specific factors when evaluating for current expected credit losses. The balance of allowance for accounts receivable, other 
receivables, deposits and other assets and amount due from related parties was RMB7,038 and RMB4,755(US$661) as of February 28, 2023 and 
February 29, 2024, respectively. Balances are written off when determined to be uncollectible.
(k) Restricted cash
The Group's restricted cash represents deposits restricted as to withdrawal or use under government regulations and guarantee deposit restricted for 
long-term borrowings. Restricted cash is classified as non-current based on when the deposits will be released in accordance with the terms of the 
respective agreements with the banks and governing authorities. The balance of restricted cash under government regulations was RMB1,362 and 
RMB576 (US$81) as of February 28, 2023 and February 29, 2024, respectively; and the balance of restricted cash as guarantee deposits for long-
term borrowings was nil and RMB121,472 (US$16,876) as of February 28, 2023 and February 29, 2024, respectively.
(l) Investments
The Group's investments consist of term deposit with original maturities greater than three months, wealth management products, investments under 
fair value, equity-method investments and equity investments without readily determinable fair value.
Wealth management products were mainly deposits placed with financial institutions with original maturities greater than three months but less than 
one year. Wealth management products and term deposit with original maturities greater than three months but less than one year, or original 
maturities greater than one year but will maturity within one year are recorded as short-term investments in the consolidated balance sheets. 
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The investments under fair value pertain to structured products in fund-linked notes, interest rate-linked notes, floating rate notes, etc. The Group 
elects to adopt the fair value option in accordance with ASC 825 Financial Instruments to record the investments at fair value in short-term 
investments under fair value and long-term investments under fair value in the consolidated balance sheets. Unrealized changes in the fair value of 
the investments, which are still held by the company as of year ends, are recorded as unrealized holding gain (loss) in investments in the 
consolidated statements of operations. Unrealized holding loss of RMB2,855 and RMB3,794, and gain of RMB3,910 (US$543) on fair value 
changes were recorded in the consolidated statements of operations for the years ended February 28, 2022, 2023 and February 29, 2024, 
respectively. Realized changes in the fair value of the investments, which are matured during the periods, are recorded as realized gain (loss) in 
investments. Realized gain of RMB1,749, RMB 1,867 and RMB3,207 (US$446) on fair value changes were recorded in the consolidated statements 
of operations for the years ended February 28, 2022, 2023 and February 29, 2024.
The Group accounts for investment in equity securities that are in-substance common stocks and over which the Group can exercise significant 
influence but holds no controlling interest under equity method of accounting. Under this method, the Group’s pro rata share of income (loss) from 
investment is recognized in the consolidated statements of comprehensive (loss) income. Dividends received reduce the carrying amount of the 
investment. When the Group’s share of loss in an equity-method investee equals or exceeds its carrying value of the investment in that entity, the 
Group continues to report its share of equity method losses in the statements of comprehensive income to the extent and as an adjustment to the 
carrying amount of its other investments in the investee. Equity-method investment is reviewed for impairment by assessing if the decline in market 
value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether 
a loss in value should be recognized. These include consideration of the intent and ability of the Group to hold investment and the ability of the 
investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a 
decline in value is deemed to be other-than- temporary. As a result of the impairment analysis, the Group did not record any impairment for the 
years ended February 28, 2023 and February 29, 2024, and the impairment loss for the year ended February 28, 2022 was RMB35,584. 
For equity investments without readily determinable fair value and do not qualify for the existing practical expedient in ASC Topic 820, Fair Value 
Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Group 
elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from 
observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. For those equity investments that the 
Group elects to use the measurement alternative, the Group makes a qualitative assessment of whether the investment is impaired at each reporting 
date. If a qualitative assessment indicates that the investment is impaired, the entity has to estimate the investment’s fair value in accordance with 
the principles of ASC 820. If the fair value is less than the investment’s carrying value, the entity has to recognize an impairment loss in net income 
(loss) equal to the difference between the carrying value and fair value. As a result of the impairment analysis, the Group record nil, nil and 
RMB500 (US$69) impairment loss for the years ended February 28, 2022, 2023 and February 29, 2024. 
 
(m) Property and equipment, net 
Property and equipment is generally stated at historical cost and depreciated on a straight-line basis over the estimated useful lives of the assets. 
Assets under construction are not depreciated until construction is completed and the assets are ready for their intended use. Depreciation and 
amortization expense of long-lived assets is included in either cost of revenue or selling, general and administrative expenses, as appropriate. 
Property and equipment consist of the following and depreciation is calculated on a straight-line basis over the following estimated useful lives:
 
Electronic equipment
 
3 - 5 years
Office equipment & Furniture
 
3 - 5 years
Motor vehicles
 
3 - 5 years
Leasehold improvement
 
Shorter of the lease term or expected useful life
 
(n) Intangible assets, net
Acquired intangible assets other than goodwill consist of trade name, student base and customer relationship, school cooperation agreements, non-
compete agreement and license which are carried at cost, less 
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accumulated amortization and impairment. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an 
intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The amortization periods by 
intangible asset classes are as follows:
 
Trade name
  10 - 20 years
Student base and customer relationship
 
3 - 9 years
School cooperation agreements
  5 years
Non-compete agreements
 
3 years
Software
  5 years
License
 
3 years
 
(o) Impairment of long-lived assets
The Group evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that 
an asset’s carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset against the estimated undiscounted 
future cash flows associated with it. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group 
would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted 
cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being 
evaluated. These assumptions require judgment and actual results may differ from assumed and estimated amounts. The Group recognized 
RMB7,871, nil and RMB3,674 (US$510) impairment loss of property and equipment during the years ended February 28, 2022, 2023 and February 
29, 2024, respectively. The Group recognized RMB2,255, nil and nil impairment loss on intangible assets during the years ended February 28, 2022, 
2023 and February 29, 2024, respectively.
(p) Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Several factors give rise to 
goodwill in our acquisitions, such as the expected benefit from synergies of the combinations and the existing workforce of the acquired businesses.
Goodwill is assessed annually for impairment (February 28 or 29 for the Group), or if indicator noted for goodwill impairment. The Group evaluates 
its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment in accordance with 
ASC Topic 350. All goodwill generated from acquisitions was allocated to the one reporting unit: Four Seasons Education reporting unit as of 
February 28, 2023 and February 29, 2024.
In the evaluation of goodwill for impairment, the Group may perform a qualitative assessment to determine if it is more likely than not that the fair 
value of a reporting unit is less than its carrying amount. If it is not, no further analysis is required. If it is, the quantitative impairment test is 
performed.
The Group adopted ASU No. 2017-04, simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by 
eliminating Step two from the goodwill impairment test. Under the new guidance, if the fair value of a reporting unit exceeds its carrying amount, 
goodwill is not impaired and no further testing is required. If the fair value of a reporting unit is less than the carrying value, an impairment charge is 
recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the 
total amount of goodwill allocated to that reporting unit. When determining the fair value of each reporting unit, the Group uses discounted cash 
flow model that includes a number of significant unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) 
internal cash flows forecasts including expected revenue growth, operating margins and estimated capital needs, (b) an estimated terminal value 
using a terminal year long-term future growth rate determined based on the growth prospects of the reporting units; and (c) a discount rate that 
reflects the 
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weighted-average cost of capital adjusted for the relevant risk associated with each reporting unit’s operation and the uncertainty inherent in the 
Group’s internally developed forecast. 
Based on the results of goodwill impairment tests, the Group recognized RMB42,307, nil and nil impairment loss on goodwill during the years 
ended February 28, 2022, 2023 and February 29, 2024, respectively.
(q) Revenue recognition 
The Group derives its revenue from learning services, tourism services, and learning technology and content solutions.  
Revenue is recognized when control of promised goods or services is transferred to the Group’s customers in an amount of consideration to which 
the Group expects to be entitled to in exchange for those goods or services. The Group follows the five steps approach for revenue recognition under 
Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, 
(iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Group satisfies a 
performance obligation.
Disaggregation of Revenue
The following table represents disaggregation of Group's revenue from contracts with customers by service nature for the years ended. The Group's 
revenue is reported net of value added taxes and surcharges.
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
 
USD
 
 
 
 
   
 
   
 
 
 
 
Learning services
   
235,627      
18,516      
65,842    
9,148  
Tourism services
   
1,843      
3,502      
51,880    
7,208  
Learning technology and content solutions
   
13,537      
12,328      
7,978    
1,108  
Less: Sales tax
   
784      
130      
255    
36  
Total
   
250,223      
34,216      
125,445    
17,428  
Learning services Historically, the Group offered expertly designed courses for students of different aptitude levels for each elementary school 
grade level as well as middle school, including tutoring services related to academic subjects to students from kindergarten through grade nine (the 
“K9 Academic AST Services”) and non-academic tutoring. To comply with the Opinion and the Regulations, the Group ceased offering the K9 
Academic AST Services by the end of 2021 in mainland China. The Group continues to offer a broad range of expertly designed non-academic 
tutoring to enhance young learners’ scientific, cultural and aesthetic literacy. The Group’s non-academic tutoring include, among others, calligraphy, 
art, recitation, bridge, Go, and sudoku.
For learning services, each contract represents a series of distinct services, which is delivery of various courses. The services have substantially the 
same pattern of transfer to the students, as such, they are considered as a single performance obligation. The transaction price is stated in the 
contract and known at the time of contract inception. The tuition fees are generally collected in advance and are initially recorded as deferred 
revenue. There is no variable consideration in the contracts with customers, except that the Group offers certain refunds for the programs for 
elementary and middle school students. These refunds were offered for any unattended classes to students who decided to withdraw from a course, 
and for tuition fees received in advance for offline courses that were cancelled due to COVID-19 and were subjected to refund at the option of the 
customer. The Group estimates the refund liability based on historical refund rates on a portfolio basis using the expected value method. 
Reclassification was made from deferred revenue to refund liabilities, which is recorded under accrued expenses and other current liabilities on the 
consolidated balance sheets, for tuitions collected that are expected to be refunded to the customers in the future. The Group estimated the refund 
liability of RMB408 and RMB454 (US$63) as of February 28, 2023 and February 29, 2024. Revenue from learning services is recognized 
proportionately as the courses are delivered.
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Tourism Services The Group offers customized tourism services to travel agencies, corporate customers, and individuals, including but not limited 
to services like trip-related services and study camp operations, which can cater to different budgets and preferences. To deliver such service, the 
Group integrates the underlying resources such as transportation, accommodation and tour guide services from selected suppliers.
The Group enters into distinct service contract with customers for such services provided. The whole tourism service is determined as a single 
performance obligation with a fixed total consideration as the customers benefit from such a series of integrated travel resources, which are also not 
separately identifiable within the context of contracts. The Group is acted as principal and is primarily responsible for fulfilling the promise of the 
whole tourism service recognizes revenue on a gross basis. The Group recognizes revenue over the period of the tour because the customers 
simultaneously receive and consume the benefits provided by the Group as they complete the performance obligation.
Learning technology and content solutions Learning technology and content solutions mainly include course design and development services, 
digital learning system, student management platform and promotional assistance for educational institutions and K-12 schools, staff outsourcing 
services, etc.
The Group enters into distinct learning technology and content solutions contracts with its customers, i.e. course design and development services, 
digital learning system, student management platform and promotional assistance for educational institutions and K-12 schools, staff outsourcing 
services, etc. The learning technology and content solutions service is distinct and is identified as one performance obligation. The transaction price 
is stated in the contract and known at the time of contract inception. There is no variable considerations in the contracts with customers. Revenue 
from course design and development services, digital learning system, student management platform and promotional assistance for educational 
institutions and K-12 schools, and staff outsourcing services to customers is recognized proportionately as the services are delivered.
Contract balance
Contract assets primarily relate to the Group’s rights to consideration for the cooperation with other learning centers and K-12 school course 
delivery performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. 
Contract assets were nil as of February 28, 2023 and February 29, 2024, respectively. All accounts receivable and contract asset amounts are 
classified as current.
The Group classifies contract liabilities as deferred revenue. For the years ended February 28, 2022, 2023 and February 29, 2024, RMB75,242, 
RMB6,492 and RMB7,269 (US$1,010) of revenue are recognized from the beginning balance of contract liabilities as of March 1, 2021, 2022 and 
2023. The contract liabilities were RMB7,269 and RMB18,023 (US$2,504) as of February 29, 2023 and February 29, 2024, respectively. The 
difference between the opening and closing balances of the Group's contract liabilities primarily results from the timing difference between the 
Group's satisfaction of performance obligation and the customer's payment.
Practical expedients and exemptions
The Group has applied the new revenue standard requirements to a portfolio of contracts (or performance obligations) with similar characteristics 
for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would 
not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Therefore, the Group 
elects the portfolio approach in applying the new revenue guidance. 
The Group has elected to record the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that 
the entity otherwise would have recognized is one year or less.
The Group has elected to apply the invoice practical expedient to recognize revenue in the amount to which the Group has a right to invoice, given 
the Group has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Group's services 
completed to date. 
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(r) Cost of revenue 
Cost of revenue consists of the following: 
•
Tourism services related expense, which primarily consist of tour travel expense, accommodation expense and transportation 
expenditures,
•
Staff costs, which primarily consist of teaching salaries and other benefits for the teachers and related service providing staff,
•
Rental, utilities and maintenance costs for the learning centers,
•
Education expenses, which primarily consist of expenses related to educational activities, including teaching material expenses, student 
activity expenses and platform and service charges for online course, and
•
Amortization of leasehold improvement of learning centers.
(s) Sales and marketing expenses 
Sales and marketing expenses primarily consist of marketing and promotional expenses, salaries and benefits expenses related to the Group’s sales 
and marketing personnel and other expenses related to the Group’s sales and marketing team. Advertising expenses primarily consist of cost of 
funding payments for the promotion of corporate image and product marketing. The Group expenses all advertising costs as incurred and classifies 
these costs under sales and marketing expenses. For the years ended February 28, 2022, 2023 and February 29, 2024, the advertising expenses were 
RMB15,579, RMB2,708 and RMB4,417 (US$614), respectively.
(t) Leases 
The Group adopted Topic 842 and elected the practical expedients under ASU 2016-02 which includes the use of hindsight in determining the lease 
term and the practical expedient package to not reassess whether any expired or existing contracts are or contain leases, to not reassess the 
classification of any expired or existing leases, and to not reassess initial direct costs for any existing leases.
The Group has lease contracts mainly for offices and learning centers in different cities in the PRC under operating leases. The Group determines 
whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease 
commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the 
more readily determinable of the rate implicit in the lease or its incremental borrowing rate. As its leases do not provide an implicit borrowing rate, 
the Group uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease 
payments at the commencement date. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made 
to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group’s leases have lease terms of up to 
fifteen years, which includes lessee options to extend the lease, only to the extent it is reasonably certain that the Group will exercise such extension 
options. The Group begins recognizing lease expense when the lessor makes the underlying asset available to the Group. Lease expense for fixed 
lease payments is recognized on a straight-line basis over the lease term. Additionally, the Group elected not to recognize leases with lease terms of 
12 months or less at the commencement date. Lease payments on short-term leases are recognized as an expense on a straight-line basis over the 
lease term, not included in lease liabilities. Noncash lease expense are used as the noncash add-back for the amortization of the right-of use assets to 
the operating section of the consolidated statements of cash flows. The Group’s lease agreements do not contain any significant residual value 
guarantees or restricted covenants. 
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The Group evaluates the carrying value of right-of-use assets, including the operating lease obligation of the asset group if there are indicators of 
impairment and reviews the recoverability of the related asset group. If the carrying value of the asset group determined to not be recoverable and is 
in excess of the estimated fair value, the Group records an impairment loss in the consolidated statement of operations. Based on the impairment 
assessments of the right-of-use assets, there are no impairment loss of operating lease right-of-use assets during the years ended February 28, 2022, 
2023 and February 29, 2024.  
(u) Government subsidies 
The Group recognizes government subsidies as subsidy income when they are received because they are not subject to any past or future conditions, 
performance conditions or conditions of use, and they are not subject to future refunds. Government subsidies received and recognized as subsidy 
income totaled RMB2,298, RMB1,412 and RMB728 (US$101) for the years ended February 28, 2022, 2023 and February 29, 2024, respectively.
(v) Income taxes 
Current income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant taxing 
authorities. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for temporary 
differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating losses are carried 
forward and credited by applying enacted statutory tax rates applicable to future years when the reported amounts of the asset or liability are 
expected to be recovered or settled, respectively. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available 
evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The components of the deferred tax assets 
and liabilities are individually classified as non-current. 
The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be 
sustained upon audit by the relevant tax authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of 
being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.
(w) Employee benefits
Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the period 
during which services are rendered by employees. Pursuant to the relevant labor rules and regulations in the PRC, the Group participates in defined 
contribution retirement schemes organized by the relevant local government authorities for its eligible employees whereby the Group is required to 
make contributions to the Schemes at certain percentages of the deemed salary rate announced annually by the local government authorities.
The Group has no other material obligation for payment of pension benefits associated with those schemes beyond the annual contributions 
described above. 
(x) Share-based compensation 
Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument issued and recognized as 
compensation expense adjusted for forfeiture effect on a straight-line basis, over the requisite service period, with a corresponding impact reflected 
in additional paid-in capital. 
The expected term represents the period that share-based awards are expected to be outstanding, giving consideration to the contractual terms of the 
share-based awards, vesting schedules and expectations of future employee exercise behavior. Volatility is estimated based on annualized standard 
deviation of daily stock price return of comparable companies for the period before valuation date and with similar span as the expected expiration 
term. The Group accounts for forfeitures of the share-based awards when they occur. Previously recognized compensation cost for the awards is 
reversed in the period that the award is forfeited. 
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Amortization of share-based compensation is presented in the same line item in the consolidated statements of operations as the cash compensation 
of those employees receiving the award. 
(y) Non-controlling interests 
A non-controlling interest in a subsidiary of the Group represents the portion of the equity (net assets) in the subsidiary not directly or indirectly 
attributable to the Group. Non-controlling interests are presented as a separate component of equity in the consolidated balance sheet and earnings 
and other comprehensive income (loss) are attributed to controlling and non-controlling interests. 
(z) Comprehensive income (loss)
Comprehensive income (loss) includes all changes in equity except those resulting from investments by owners and distributions to owners. For the 
years presented, total comprehensive (loss) income included net loss and foreign currency translation adjustments.
 
(aa) Earnings (loss) per share 
Basic earnings (loss) per share are computed by dividing net income (loss) attributable to holders of ordinary shares by the weighted average 
number of ordinary shares outstanding during the year.
Diluted earnings (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares and is 
calculated by dividing net income (loss) attributable to holders of ordinary shares by the weighted average number of ordinary and dilutive ordinary 
equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the vest of nonvested shares or 
exercise of outstanding share options (using the treasury stock method). Ordinary equivalent shares are calculated based on the most advantageous 
conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are not included in the denominator of the 
diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive.
(ab) Treasury shares
Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. Treasury shares is 
accounted for under the cost method. Under this method, repurchase of ordinary shares was recorded as treasury shares at historical purchase price. 
At retirement, the ordinary shares account is charged only for the aggregate par value of the shares. The excess of the acquisition cost of treasury 
shares over the aggregate par value is allocated between additional paid-in capital (up to the amount credited to the additional paid-in capital upon 
original issuance of the shares) and retained earnings.
(ac) Recent accounting pronouncements not yet adopted 
In October 2023, the FASB issued Accounting Standards Update No. 2023-06, (“ASU 2023-06”), Disclosure Improvements — codification 
amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of 
codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings 
Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 
Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and 
Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real 
Estate— Real Estate Investment Trusts—Overall. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing 
disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the 
Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements 
to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related 
disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will 
F-26

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be effective two years later from the date of the SEC’s removal. The Group is in the process of evaluating the effect of the adoption of this ASU.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable 
Segment Disclosures” (“ASU 2023-07”), intended to improve segment disclosures requirements, primarily through enhanced disclosures about 
significant segment expenses. The amendments require the public entity disclose significant segment expenses that are regularly provided to the 
chief operating decision maker (CODM) and included within each reported, measure of segment profit or loss, an amount for other segment items 
by reportable segment and a description of its composition. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early 
adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The 
Group is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statements.
In December 2023, the FASB issued Accounting Standard Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax 
Disclosures (“ASU 2023-09”), which improves the transparency of income tax disclosures by requiring consistent categories and greater 
disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain 
other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for public entities for the annual periods 
beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after 
December 15, 2025. Early adoption is permitted. The Group is in the process of evaluation the impact of adopting this new guidance on its 
consolidated financial statements.
 
3. 	 BUSINESS COMBINATION               
Business combinations during the year ended February 28, 2022:
On July 1, 2020, the Group acquired 40% equity interest of Shanghai Jing’an Four Seasons Bridge Club (“Bridge Club”) for a consideration of 
RMB200, and accounted the investment under equity method as the Group has the ability to exert significant influence. On March 1, 2021, the 
Group acquired another 30% equity interest of Bridge Club for a consideration of RMB600. As a result of these transactions, the Group obtained the 
control in Bridge Club and accounted for these transactions as step acquisition. The goodwill and non-controlling interests acquired were RMB589 
and RMB11, respectively. Pro forma results of operations for this acquisition have not been presented as they are not material to the Group’s 
consolidated results.
Four Seasons Online Education (Cayman) Inc. (“FSOL”, a related party of the Group) provides online math tutoring services, namely “52 Math”, to 
young children in small class, which aim to improve the comprehensive math capacities of young children. On May 1, 2021, the Group acquired the 
“52 Math” business from FSOL assuming the entity’s liabilities without obtaining its assets, which included all the teachers, students, management 
and sales team, the administrative information of customers of the “52 Math” business. No other form of considerations were paid. The Group 
accounted for the acquisition using the purchase method of accounting under ASC 805, Business Combinations. The fair value of net liabilities 
acquired was RMB4,751, which was the unconsummated tuition fee received in advance by FSOL and assumed by the Group as of the acquisition 
date. The Group recognized goodwill of RMB4,751. The business combination did not have a material impact on the Group’s consolidated 
statements of operations and therefore pro forma disclosure have not been presented.
Business combinations during the year ended February 29, 2024:
F-27

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On June 1, 2023, the Group invested 23.8% equity interest of Shanghai Zihua International Travel Service Co., Ltd. ("Shanghai Zihua") for a total 
capital contribution of RMB2,500. At the same day, the Company acquired another 31.2% equity interest of Shanghai Zihua for a consideration of 
nil. As a result of these transactions, the Group obtained the control in Shanghai Zihua and accounted for these transaction as step acquisitions. The 
goodwill and non-controlling interests acquired from the acquisition were RMB1,125 (US$156) and RMB1,125 (US$156), respectively. Pro forma 
results of operations for this acquisition have not been presented as they are not material to the Group’s consolidated results.
4. 	 SHORT-TERM INVESTMENT AND INVESTMENTS UNDER FAIR VALUE     
Short-term investment includes structured deposits and term deposit with original maturities greater than three months but less than one year, or 
original maturities greater than one year but will maturity within one year.
The investments under fair value pertain to structured products in fund-linked notes, interest rate-linked notes, floating rate notes, etc. The Group 
elects to adopt the fair value option in accordance with ASC 825 Financial Instruments to record the investments at fair value. The Group measured 
the investments under fair value on a recurring basis at the end of each reporting period and classified this as level 1 fair value measurements or as 
level 2 fair value measurements for applicable structured products. Unrealized changes in the fair value of the investments, which are still held by 
the company as of year ends, are recorded as unrealized holding gain (loss) in investments in the consolidated statements of operations. Unrealized 
holding loss of RMB2,855 and RMB3,794, and gain of RMB3,910 (US$543) on fair value changes were recorded in the consolidated statements of 
operations for the years ended February 28, 2022, 2023 and February 29, 2024, respectively. Realized changes in the fair value of the investments, 
which are matured during the year, are recorded as realized gain (loss) in investments. Realized gain of RMB1,749, RMB 1,867 and RMB3,207 
(US$446) on fair value changes were recorded in the consolidated statements of operations for the years ended February 28, 2022, 2023 and 
February 29, 2024.
Short-term investments as of February 28, 2023 and February 29, 2024 were as follows:
 
 
 
As of
 
 
 
February 28, 

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
USD
 
Term deposits
   
24,332      
18,929  
   
2,630  
Total
   
24,332      
18,929      
2,630  
Investments under fair value as of February 28, 2023 and February 29, 2024 were as follows:
 
 
 
As of
 
 
 
February 28, 

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
USD
 
Short-term investments under fair value
   
156,639      
82,791  
   
11,502  
Total
   
156,639      
82,791      
11,502  
 
 
     
     
   
Long-term investments under fair value-current
   
135,201      
14,122  
   
1,962  
Long-term investments under fair value-non-current
   
13,583      
94,817  
   
13,173  
Total
   
148,784      
108,939      
15,135  
 
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5. 	 PROPERTY AND EQUIPMENT, NET 
Property and equipment, net, consisted of the followings: 
 
 
 
As of
 
 
 
February 28, 

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
USD
 
Leasehold improvement
   
7,334      
5,501      
765  
Motor vehicles
   
3,007      
2,772      
385  
Electronic equipment
   
3,503      
3,275      
455  
Office equipment & furniture
   
1,760      
1,355      
188  
Construction in progress
   
7,899      
63,859      
8,872  
Total
   
23,503      
76,762      
10,665  
Less: accumulated depreciation
   
9,524      
10,693      
1,486  
Property and equipment, net
   
13,979      
66,069      
9,179  
 
The construction in progress as of February 28, 2023 and February 29, 2024, are mainly the study camps construction in Wuyuan, Jiangxi. As of 
February 29, 2024, the Group entered into a number of agreements, at total cost of approximately RMB130,718 for the development of study camps 
in Wuyuan, covering approximately 45,535.3 square meters of construction area. As of February 29, 2024, RMB65,822 (US$9,145) had been paid 
for the construction. The Group expect to complete the construction in July 2024.
For the years ended February 28, 2022, 2023 and February 29, 2024, depreciation expenses were RMB8,458, RMB2,802 and RMB3,735 (US$519), 
respectively.
The Group recorded impairment loss for property and equipment of RMB7,871, nil and RMB3,674 (US$510) for the years ended February 28, 
2022, 2023 and February 29, 2024, respectively. The impairment loss for the year ended February 28, 2022 arose as a result of the changes in the 
regulatory environment and the Business Restructuring. The impairment loss for the year ended February 29, 2024 arose as a result of the plan to 
cease the operation of several study camps.
6.	
INTANGIBLE ASSETS, NET
Intangible assets, net, consisted of the following: 
          
 
 
As of
 
 
 
February 28, 

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
USD
 
Trade name
   
4,000      
4,000      
556  
Student base and customer relationship
   
2,200      
2,200      
306  
School cooperation agreements
   
1,000      
1,000      
139  
Non-compete agreements
   
440      
440      
61  
Purchased software
   
442      
442      
61  
License
   
302      
302      
42  
Total
   
8,384      
8,384      
1,165  
Less: accumulated amortization
   
5,908      
6,526      
907  
Intangible assets, net
   
2,476      
1,858      
258  
 
For the years ended February 28, 2022, 2023 and February 29, 2024, amortization expenses were RMB1,719, RMB789 and RMB618 (US$86), 
respectively. As of February 29, 2024, estimated amortization expense of the existing intangible assets for each of the next five years ending 
February 28, 2029 and thereafter is RMB424, RMB424, RMB410, RMB400, RMB200 and nil.
The Group recorded impairment loss for intangible assets of RMB2,255, nil and nil for the years ended February 28, 2022, 2023 and February 29, 
2024, respectively. The impairment loss for the year ended 
F-29

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February 28, 2022 arose as a result of the changes in the regulatory environment and the Business Restructuring.
7.	
LONG-TERM INVESTMENTS, NET
The investments as of February 28, 2023 and February 29, 2024 were as follows:
 
 
 
As of
 
 
 
February 28,

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
USD
 
Equity-method investments:
   
   
     
   
  - FSOL
   
—      
—      
—  
  - Shanghai Yanjin Information Technology Co., Ltd. ("VIP Sing")
   
—      
—      
—  
  - Others
   
—      
—      
—  
 
 
     
     
   
Equity investments without readily determinable fair values:
 
     
     
   
  - Huangshan Xingyue Research Travel Education Co., Ltd.

(“Huangshan”)
 
 
500      
—      
—  
  - Nanjing Chengwei Venture Capital Partnership (Limited

 Partnership) (“Chengwei”)
 
 
27,000      
36,000      
5,002  
 Total
   
27,500      
36,000      
5,002  
 
The Group purchased 2,564,103 Series B preferred shares and 1,923,077 Series B-2 preferred shares of FSOL in March and April 2020, 
respectively, with the total cash consideration of US$5,833 to acquire approximately 35.77% of FSOL. The Group accounted for the investment in 
FSOL under equity-method as the preferred shares were deemed in-substance common stocks and the Group has the ability to exert significant 
influence. The Group recognized investment income of RMB460, nil and nil from equity method investments for the years ended February 28, 
2022, 2023 and February 29, 2024, respectively. The investment was fully impaired for RMB35,332 in the year ended February 28, 2022.
The Group purchased 8.1% equity interest of Shanghai Yanjin Information Technology Co., Ltd. ("VIP Sing") in May 2020 with cash consideration 
of RMB3,000. The Group accounted for the investment in VIP Sing under equity-method as the Group has the ability to exert significant influence 
through the board seat held by the Group. The Group recognized investment loss of RMB1,522, nil and nil from equity method investments for the 
years ended February 28, 2022, 2023 and February 29, 2024. The investment was fully impaired for RMB252 in the year ended February 28, 2022.
In January 2022, the Group purchased 15% equity interest of Huangshan with consideration of RMB500. In December 2021, February 2022, August 
2022 and May 2023, the Group paid considerations of RMB 4,500, RMB9,000, RMB 13,500 and RMB 9,000 to purchase equity interest of 
Chengwei, and the equity interest held by the Group as of February 29, 2024 was 4.01%. The Group also committed to provide further capital 
investment to Chengwei of RMB9,000 (US$1,250) when requested by Chengwei in future. The Group accounted the investment in Huangshan and 
Chengwei under equity investments without readily determinable fair values method as the Group had no significant influence over the investee and 
Huangshan and Chengwei had no readily determinable fair value. The investment in Huangshan was fully impaired for RMB500 (US$69) in the 
year ended February 29, 2024.
F-30

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8.	
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 
Accrued expenses and other current liabilities consisted of the following: 
 
 
 
As of
 
 
 
February 28, 

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
USD
 
Payable for funding commitments (1)
   
45,000      
45,000      
6,252  
Accrued employee payroll and welfare benefits
   
3,443      
3,712      
516  
Default payable (2)
   
1,520      
871      
121  
Other taxes payable (3)
   
887      
3,540      
492  
Refund liabilities
   
408      
454      
63  
Professional service fee payable
   
1,076      
—      
—  
Others
   
7,208      
12,463      
1,731  
Total
   
59,542      
66,040      
9,175  
 
(1)	 As of February 28, 2023 and February 29, 2024, RMB45,000 (US$6,252) has been accrued as marketing expenses, according to the funding 
commitment with Shanghai East Normal University Education Development Fund for public welfare purpose.    
(2)	 Default payable represents payable for the early terminated lease contracts.
(3)	 Other taxes payable consists of value added tax payable, withholding individual tax payable and other tax payable.
9.	
LONG-TERM BORROWINGS 
Summary of long-term borrowings consisted of the following: 
 
Creditors
 
Annual Interest Rate
 
 
Maturity Date
 
As of
 
 
 
 
 
 
 
 
February 28,

2023
   
February 29,

2024
 
 
 
 
 
 
 
 
RMB
   
RMB
   
USD
 
China Merchants Bank 
   
3.60% 
December 15, 2030   
—      
40,000     
5,557 
 
(1)	 The Company has entered into a facility agreement (the "Facility Agreement") with China Merchants Bank Co., Ltd. Singapore Branch for an 
uncommitted credit facility up to RMB110 million (in USD equivalent), which will be utilized to provide credit support for a domestic fixed 
assets loan (the "Loan") of RMB90 million. As of February 29, 2024, the Group has withdrawn RMB40,000 (US$5,557) from the loan in 
China Merchants Bank Co., Ltd. Shanghai Branch with maturity date in December, 2030 and an effective interest rate of 3.60%. Loan is 
uncommitted fully cash backed, with restricted cash amount of RMB121,472 (US$16,876) as of February 29, 2024.   
(2)	 The Group is requested to make the repayment every half year for the principles from July 25, 2026 to December 15, 2030. For the long-term 
borrowings as of February 29, 2024, the repayment scheduled agreed by both parties is as following:
   
 
 
 
 
Repayment Amount
 
Period
 
Repayment Date
 
RMB
 
 
US$
 
1
 
July 25, 2026
 
 
2,000    
 
278  
2
 
January 25, 2027
 
 
2,000    
 
278  
3
 
June 25, 2027
 
 
2,000    
 
278  
4
 
January 25, 2028
 
 
2,000    
 
278  
5
 
June 25, 2028
 
 
2,000  
 
 
278  
6
 
January 25, 2029
 
 
2,000  
 
 
278  
7
 
June 25, 2029
 
 
2,000  
 
 
278  
8
 
January 25, 2030
 
 
2,000  
 
 
278  
9
 
June 25, 2030
 
 
2,000  
 
 
278  
10
 
December 15, 2030
 
 
22,000  
 
 
3,055  
 
 
Total
 
 
40,000  
 
 
5,557  
 
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10.	 TREASURY SHARES 
Treasury shares represent shares repurchased by the Group that are no longer outstanding and are held by the Group. Under the repurchase plan, the 
Group had repurchased an aggregate of 1,892,389, 49,591 and 25,799 ordinary shares on the open market for a total cash consideration of 
RMB27,794, RMB238 and RMB159 (US$23) during the years ended February 28, 2022, 2023 and February 29, 2024, which were accounted for as 
the cost of the treasury shares.
 
11.	 SHARE-BASED COMPENSATION 
The following table presents the classification of the Group’s share-based compensation expenses: 
 
 
 
For the Years Ended
 
 
 
February 28,

2022
   
February 28,

2023
   
February 29, 

2024
 
 
 
RMB
   
RMB
   
RMB
 
USD
 
General and administrative expenses
 
 
8,817    
 
3,001    
 
2,939    
408  
Sales and marketing expenses
 
 
185    
 
167    
 
183    
26  
Total share-based compensation
 
 
9,002    
 
3,168    
 
3,122    
434  
In June 2015, The Company’s shareholders adopted a share incentive plan ("2015 Option Plan"). In March 2017, The Company’s shareholders 
adopted another share incentive plan ("2017 Option Plan"). The Company’s shareholders have authorized the issuance of up to 4,201,330 ordinary 
shares underlying all options (including incentive share options, or ISOs), restricted shares and restricted share units granted to a participant under 
the 2015 Option Plan and 2017 Option Plan.          
On January 22, 2019, the Company modified the exercise price to US$4.6 for a total number of 460,000 share options previously granted to 
independent directors, executive officers and employees on July 3, 2018. All other terms of the share options granted remain unchanged. The 
modification resulted in an incremental compensation cost of RMB3,967, of which RMB127 was recognized as compensation expenses during the 
year ended February 28, 2019. The remaining RMB3,840 will be amortized over the remaining vesting period of the modified options.
On June 30, 2019 and February 17, 2020, the Company granted 360,000 and 80,000 share options to employees at the weighted average grant date 
fair value of RMB10.46 and RMB10.03 per share, respectively. Options have a ten-year life and vest ratably at each grant date anniversary over a 
period of four years.
On February 5, 2021, the Company granted 860,000 share options to our directors, executive officers and employees at the weighted average grant 
date fair value of RMB13.24 per share. Options have a ten-year life and vest ratably at each grant date anniversary over a period of four years.
On June 1, 2023, the Company modified the exercise price to US$2 for a total number of 1,155,000 outstanding share options previously granted to 
independent directors, executive officers and employees on July 3, 2018, June 30, 2019 and February 5, 2021. All other terms of the share options 
granted remain unchanged. The modification resulted in an incremental compensation cost of RMB453, of which RMB400 was recognized as 
compensation expenses during the year ended February 29, 2024. The remaining RMB53 will be amortized over the remaining vesting period of the 
modified options. 
On June 1, 2023, the Company granted 100,000 share options to employees at the weighted average grant date fair value of RMB 17.75 per share. 
Options have a ten-year life and vest ratably at each grant date anniversary over a period of four years.
The Group used the Black-Scholes option pricing model and the following assumptions to estimate the fair value of the options granted during the 
year ended February 29, 2024 with reference to the closing price of the Company on the measurement dates.
 
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For the Year Ended
 
 
 
February 29,
 
 
 
2024
 
Average risk-free rate of interest
 
3.61% or 3.65%  
Estimated volatility rate
 
52.0% or 54.0%  
Dividend yield
 
 
0 %
Life of options
 
10 years  
 
The risk-free rate of interest is based on the US Treasury yield curve as of valuation date. Volatility is estimated based on annualized standard 
deviation of daily stock price return of comparable companies for the period before valuation date and with similar span as the expected expiration 
term.
 
A summary of the aggregate option activity and information regarding options outstanding for the periods presented are as below: 
 
 
 
Number of

Options
   
Weighted

 Average

Exercise

Price
   
Weighted

Average

Remaining

Contract

Life
   
Aggregate

Intrinsic

Value
 
 
 
(in 000s)
   
RMB
   
Years
   
RMB
 
Options outstanding on February 28, 2022
   
3,898      
14.49      
5.91      
—  
Granted
   
—      
—      
—    
   
Forfeited
   
(93 )    
25.46      
7.66    
   
Expired
   
(592 )    
13.60      
4.57    
   
Exercised
   
—      
—      
—    
   
Options outstanding on February 28, 2023
   
3,213      
14.34      
4.91      
—  
Granted
   
100      
14.40      
9.33    
   
Forfeited
   
(72 )    
15.86      
5.21    
   
Expired
   
(15 )    
17.26      
7.00    
   
Exercised
   
—      
—      
—    
   
Options outstanding on February 29, 2024
   
3,226      
15.66      
4.08      
—  
Options vested or expected to vest on February 29, 2024
   
3,226      
15.66      
4.08      
—  
Options exercisable on February 29, 2024
   
2,959      
15.35      
3.72      
—  
 
For years ended February 28, 2022, 2023 and February 29, 2024, the Group recognized share-based compensation expense of RMB9,002, 
RMB3,168 and RMB3,122 (US$434), respectively. As of February 29, 2024, there was RMB1,830 (US$254) in total unrecognized compensation 
cost related to non-vested share options, which is expected to be recognized over a weighted-average period of 1.15 years. 
12.	 INCOME TAXES 
Income tax expenses consist of the following: 
 
 
 
For the Years Ended
 
 
 
February 28,

2022
   
February 28,

2023
   
February 29,

2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
Current income tax expense:
 
     
       
   
   
PRC
   
7,407      
875      
1,076      
149  
Deferred income tax expense (benefit):
   
     
     
   
   
PRC
   
14,436      
118      
25      
4  
Total income tax expense
   
21,843      
993      
1,101      
153  
 
Cayman Islands 
Four Seasons Education (Cayman) Inc. is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, Four Seasons 
Education (Cayman) Inc. is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the 
Cayman Islands. 
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Hong Kong 
Under the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiary, Four Seasons Education (Hong Kong) Limited, which domiciled 
in Hong Kong, has introduced a two-tiered profits tax rate regime which is applicable to any year of assessment commencing on or after April 1, 
2018. The profits tax rate for the first HK dollar 2,000 of profits of corporations will be lowered to 8.25%, while profits above that amount will 
continue to be subject to the tax rate of 16.5%. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company 
are not subject to any Hong Kong withholding tax. No provision for Hong Kong Profits tax has been made in the consolidated financial statements 
as it has no assessable income for the years ended February 28, 2022, 2023 and February 29, 2024.  
PRC 
Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), the Group’s subsidiaries and VIEs incorporated in the 
PRC are subject to statutory rate of 25%with the following exceptions.
For qualified small and low-profit enterprises, from January 1, 2021 to December 31, 2021, 12.5% of the first RMB 1.0 million of the assessable 
profit before tax is subject to preferential tax rate of 20% and the 50% of the assessable profit before tax exceeding RMB 1.0 million but not 
exceeding RMB 3.0 million is subject to preferential tax rate of 20%. From January 1, 2022 to December 31, 2022, 12.5% of the first RMB 1.0 
million of the assessable profit before tax is subject to preferential tax rate of 20% and the 25% of the assessable profit before tax exceeding RMB 
1.0 million but not exceeding RMB 3.0 million is subject to preferential tax rate of 20%. From January 1, 2023 to December 31, 2027, 25% of the 
first RMB 3.0 million of the assessable profit before tax is subject to the tax rate of 20%. For the years ended February 28, 2022, 2023 and February 
29, 2024, some PRC subsidiaries are qualified small and low-profit enterprises as defined, and thus are eligible for the above preferential tax rates 
for small and low-profit enterprises.         
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes. The Group’s deferred tax assets and liabilities were as follows:   
 
 
 
As of
 
 
 
February 28,

2023
   
February 29,

2024
 
 
 
RMB
   
RMB
   
USD
 
Deferred tax assets:
 
       
   
   
Net operating loss carry-forward
   
8,486      
12,455      
1,731  
Advertising expenses
   
231      
768      
107  
Donation overspending
   
5,369      
5,200      
722  
Lease liability
   
545      
570      
79  
Accrued expenses
   
13,701      
13,678      
1,900  
Depreciation and amortization
   
115      
119      
17  
Allowance for doubtful accounts
   
3,312      
3,531      
491  
Less: valuation allowance
   
(30,521 )    
(35,196 )    
(4,890 )
Total deferred tax assets
   
1,238      
1,125      
157  
 
 
     
     
   
Deferred tax liabilities:
 
     
     
   
Amortization of intangible assets acquired from acquisition
   
(575 )    
(450 )    
(63 )
Right-of-use asset
   
(637 )    
(675 )    
(94 )
Total deferred tax liabilities
   
(1,212 )    
(1,125 )    
(157 )
 
 
     
     
   
Net deferred tax assets
   
26      
—      
—  
 
The Group considers positive and negative evidence to determine whether some portion or all the deferred tax assets will more likely than not be 
realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the 
duration of statutory carryforward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives. Valuation 
allowances have been established for deferred tax assets based on a more likely than not threshold. The Group’s ability to realize deferred tax assets 
depends on its ability to generate sufficient taxable income within the carryforward periods provided for in the tax law. With the consideration of the 
duration of statutory carry forward periods and forecasts of future profitability, it has concluded that it is more likely than not that all its 
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deferred tax assets generated from the Group would not be utilized in the future. The Group has provided full allowance of its deferred tax assets. 
Movement of the valuation allowance is as follows:
 
 
 
As of
 
 
 
February 28,

2023
   
February 29,

2024
 
 
 
RMB
   
RMB
   
USD
 
Balance at the beginning of the year
 
 
(27,368 )    
(30,521 )    
(4,240 )
Provided
 
 
(3,383 )    
(15,356 )    
(2,134 )
Written off
 
 
230      
10,681      
1,484  
Balance at the end of the year
 
 
(30,521 )    
(35,196 )    
(4,890 )
 
 
As of February 29, 2024, PRC tax loss carry-forward amounted to RMB59,778 (US$8,305), and would expire from calendar year 2025 to 2029, 
respectively. HK tax loss carry-forward amounted to RMB12,084 (US$1,679) can be carried forward indefinitely. The Group does not file 
consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs may not be used to offset other subsidiaries’ or VIEs’ earnings 
within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. A valuation allowance of RMB35,196 (US$4,890) 
had been established as of February 29, 2024. 
Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group’s overall operations, and more specifically, 
regarding tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered 
residents for Chinese Income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT 
Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the 
manufacturing and business operations, personnel, accounting, and properties, occurs within the PRC. Despite the present uncertainties resulting 
from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC within the Group 
should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries 
registered outside the PRC should be deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the 
PRC income taxes, at a statutory income tax rate of 25%. 
As of February 28, 2023 and February 29, 2024, there is RMB15,313 ($US2,127) uncertain tax position included in income tax payable that if 
recognized upon the expiration of the statute limitation would impact the effective tax rate. Penalties and interest incurred related to underpayment 
of income tax are classified as income tax expense in the period incurred. There was no interest and penalty accrued as of February 28, 2023 and 
February 29, 2024. The Group is currently unable to provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably 
possible to change significantly within the next twelve months. 
According to PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to 
computational errors made by the taxpayer or withholding agent. The statute of limitations will be extended five years under special circumstances, 
which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a special circumstance). In the 
case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. 
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In accordance with the EIT Law, dividends, which arise from profits of foreign invested enterprises (“FIEs”) earned after January 1, 2008, are 
subject to a 10% withholding income tax. In addition, under tax treaty between the PRC and Hong Kong, if the foreign investor is incorporated in 
Hong Kong and qualifies as the beneficial owner, the applicable withholding tax rate is reduced to 5%, if the investor holds at least 25% in the FIE, 
or 10%, if the investor holds less than 25% in the FIE. A deferred tax liability should be recognized for the undistributed profits of PRC subsidiaries 
unless the Company has sufficient evidence to demonstrate that the undistributed dividends will be reinvested and the remittance of the dividends 
will be postponed indefinitely. The Group plans to indefinitely reinvest undistributed profits earned from its China subsidiaries in its operations in 
the PRC. Therefore, no withholding income taxes for undistributed profits of the Group’s subsidiaries have been provided as of February 28, 2023 
and February 29, 2024.
A deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting amounts over tax basis 
amounts, including those differences attributable to a more than 50% interest in a domestic subsidiary. However, recognition is not required in 
situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects 
that it will ultimately use that means. The Group completed its feasibility analysis on a method, which the Group will ultimately execute if necessary 
to repatriate the undistributed earnings of the VIE without significant tax costs. As such, the Group does not accrue deferred tax liabilities on the 
earnings of the VIE given that the Group will ultimately use the means. 
Loss before provision for income taxes is attributable to the following geographic locations for the years ended February 28, 2022, 2023 and 
February 29, 2024:
 
 
 
For the Years Ended
 
 
 
February 28,

2022
   
February 28,

2023
   
February 29,

2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
PRC
   
(44,126)    
(14,937)    
4,542     
632 
Foreign
   
(16,013)    
(17,558)    
(666)    
(93)
Total Loss before provision of income taxes
   
(60,139)    
(32,495)    
3,876     
539 
Reconciliations of the differences between PRC statutory income tax rate and the Group’s effective income tax rate for the years ended February 28, 
2022, 2023 and February 29, 2024 are as follows:
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
Statutory income tax rate
   
25 %   
25 %   
25 %
Non-deductible expenses
   
(26 %)   
3 %   
21 %
Effect of preferential tax rate
   
(5 %)   
(3 %)   
41 %
Effect of non-taxable income
   
14 %   
1 %   
(28 %)
Effect of different tax rate of subsidiary operation in other jurisdiction
   
(6 %)   
(13 %)   
(18 %)
Effect of tax rate change
   
—      
(6 %)   
(15 %)
Effect of valuation allowance
   
(38 %)   
(10 %)   
121 %
Effect of true-up on net operating loss
   
—      
—      
(118 %)
Effective tax rate
   
(36 %)   
(3 %)   
29 %
For the year ended February 28, 2022, the non-deductible expenses is mainly due to goodwill impairment. For the year ended February 29, 2024, 
non-deductible expenses include all non-deductible items for accrued expenses and others. The true-up on net operating loss is mainly due to true-up 
on differences between the tax loss on PRC tax return and prior year accumulated net operating loss.
 
13.	 EARNINGS (LOSS) PER SHARE 
Net earnings (loss) per share was computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of 
ordinary shares outstanding for the years ended February 28, 2022, 2023 and February 29, 2024:
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For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
Net (loss) income attributable to ordinary 

shareholders-basic and diluted
   
(113,462)    
(29,666)    
4,961     
690 
Weighted average number of ordinary shares

 outstanding-basic and diluted
   
22,491,122     
21,234,763     
21,164,265     
21,164,265 
Weighted average number of ordinary shares

outstanding-diluted
   
22,491,122     
21,234,763     
23,614,631     
23,614,631 
 Basic - net (loss) income per share
   
(5.04)    
(1.40)    
0.23     
0.03 
 Diluted - net (loss) income per share
   
(5.04)    
(1.40)    
0.21     
0.03 
 
For the years ended February 28, 2022 and 2023, diluted net loss per share does not include the following instruments as their inclusion would be 
antidilutive; For the years ended February 29,2024, diluted net income per share includes the following instruments as their inclusion would be 
dilutive: 
 
 
 
For the Years Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
Share options
   
3,897,609     
3,212,209     
3,226,000 
 
14.	 RELATED PARTY TRANSACTIONS 
The table below sets forth the major related parties and their relationships with the Group: 
 
Name of related parties
 
Relationship with the group
Four Seasons Online Education (Cayman) Inc.("FSOL")
 Equity method investee of the Group
Shanghai Yanjin Information Technology Co., Ltd. ("VIP Sing")
 Equity method investee of the Group
Four Seasons Online Education (HK) Inc.("FSOL (HK)")
  Equity method investee of the Group
Shanghai Fuxi Network Co., Ltd.("Fuxi Network")
  Equity method investee of the Group
Shanghai Jiaxin Travel Agency ("Jiaxin Travel")
  Entity controlled by Tian Peiqing, Chairman of the Group
Shanghai Jing’an Dangdai Art Training School ("Dangdai")
  Entity Sponsored by Shanghai Jiaxin Travel Agency, Entity controlled by Tian 
Peiqing, Chairman of the Group
Huangshan Culture Investment Group Co., Ltd. ("Huangshan Culture")   Non-controlling interest shareholder of VIE's subsidiary
Ju Yiming, Yang Huining, Ma Lichao, Yang Hongguan, Tao Jingyu
  Non-controlling interest shareholders of VIE's subsidiaries
Shanghai Four Season Online School ("SHFSOS")
  Entity Sponsored by Shanghai Jiaxin Travel Agency, Entity controlled by Tian 
Peiqing, Chairman of the Group
East China Normal University Electronic and Audio-visual Publishing 
House ("ESNU E&A Publishing")
  Wholly-owned subsidiary of the non-controlling shareholder of the Group
Shanghai Jiading Four Seasons Bole Training School ("Bole")
  Entity Sponsored by Shanghai Jiaxin Travel Agency, Entity controlled by Tian 
Peiqing, Chairman of the Group
East China Normal University Publishing House ("ESNU Publishing")   Non-controlling interest shareholders of VIE's subsidiaries
 
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The Group entered into the following transactions with its related parties: 
 
 
 
For the Years Ended
 
 
 
February 28
   
February 28
   
February 29
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
Services provided to related parties
   
     
     
     
 
Jiaxin Travel
   
—      
—      
1,153      
160  
SHFSOS
   
—      
7,381      
884      
123  
Dangdai
   
—      
124      
246      
34  
ESNU Publishing 
   
—      
155      
56      
8  
Bole
   
—      
—      
30      
4  
Fuxi Network
   
949      
—      
—      
—  
Total
   
949      
7,660      
2,369      
329  
Purchases of services provided by related parties
 
     
     
     
   
SHFSOS
   
—      
127      
253      
35  
ESNU E&A Publishing 
   
—      
532      
146      
20  
Total
   
—      
659      
399      
55  
Short-term lease from related parties
 
     
     
     
   
Lease expense to Bole
   
—      
—      
1,085      
151  
Lease expense to Huangshan Culture
   
108      
91      
—      
—  
Dangdai
   
—      
—      
3,025      
420  
Total
   
108      
91      
4,110      
571  
Loan to related parties
 
     
     
     
   
Dangdai
   
—      
122      
3,785      
526  
Bole
   
—      
—      
300      
42  
Non-controlling interest shareholders of subsidiaries
   
—      
—      
583      
81  
Others
   
—      
—      
95      
13  
Total
   
—      
122      
4,763      
662  
 
 
     
     
     
   
Gain from disposal of deferred revenue and Dangdai to Jiaxin Travel
   
4,048      
—      
—      
—  
Total
   
4,048      
—      
—      
—  
 
(1)	 The Group provided tourism service to Jiaxin Travel.
(2)	 The Group provided course design and development services, digital learning system, student management platform and promotional assistance
service to SHFSOS, and charged service fee accordingly. The Group also purchased IT support service from SHFSOS.
(3)	 The Group sold textbooks for the course 'Math point to point' to Shanghai Jing'an Dangdai Art Training School ('Dangdai') and recognizes 
related revenue. The Group also rent operation space from Dangdai, and purchased school reception, management, and cleaning service from 
Dangdai.
(4)	 The Group charged service fee from ESNU Publishing for the copyright use of the Group's self-developed book series. The Group also 
purchased printing service for the self-developed book series from ESNU E&A Publishing.
(5)	 The Group provided labor outsourcing service to Bole and recognizes related revenue. The Group also rent operation space from Bole, which 
was within one year and recorded as short-term lease expense.
(6)	 The Group rent operation space from Huangshan Culture, which was within one year and recorded as short-term lease expense.
(7)	 The Group makes loans to related parties to support their daily operations. The loans are interest-free, unsecured, and due on demand.
(8)	 Due to the change in regulations, the Group ceased offering K-9 Academic AST services at the end of 2021. The Group disposed the deferred 
revenue related to K-9 Academic AST services that it received in advance from the students for the unconsummated lessons to Jiaxin Travel’s 
sponsored not-for profit entities with a consideration at RMB7,500. After disposal, all the rights and obligations related to the contracts of 
unconsummated lessons were transferred to Jiaxin Travel. The Group recognized gain of RMB 835 from the transaction for the year ended February 
28, 2022. 
F-38
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 (2)
 (3)
(4)
 (5)
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(4)
 (5)
 (6)
 (3)
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In December 2021, the Group disposed its entire equity interest in Shanghai Jing’an Dangdai Art Training School (“Dangdai”) to Jiaxin Travel. No 
other form of consideration was received. The disposal was effected by the change of sponsor of Dangdai on December 31, 2021. Dangdai was in a 
net liability position at the time of disposal, and Jiaxin assumed all its liabilities, which led to the group recognizing a gain on disposal of RMB3,213 
for the year ended February 28, 2022. The disposal was not a strategic shift of the business and would not have a major impact on the Group’s 
business, therefore the disposal did not qualify as discontinued operations.
The following tables present amounts due from and to related parties as of February 28, 2023 and February 29, 2024:
 
 
 
As of
 
 
 
February 28,
   
February 29,
 
 
 
2023
   
2024
 
 
 
RMB
   
RMB
   
USD
 
Amount due from related parties
   
     
     
 
SHFSOS
   
6,471      
4,240      
589  
Dangdai
   
2,209      
1,682      
234  
ESNU E&A Publishing 
   
1,859      
1,759      
244  
Non-controlling interest shareholders of VIE's subsidiaries 
   
588      
583      
81  
Total
   
11,127      
8,264      
1,148  
Amounts due to related parties
   
     
     
 
FSOL
   
—      
1,276      
177  
Bole
   
—      
1,085      
151  
ESNU Publishing
   
541      
496      
69  
Non-controlling interest shareholders of VIE's subsidiaries 
   
283      
503      
70  
Others
   
43      
24      
3  
Total
   
867      
3,384      
470  
 
(1)	 The amount represents the receivable from course design and development services, digital learning system, student management platform and 
promotional assistance service provided to SHFSOS.
(2)	 The amount mainly represents the loan lent to Dangdai and non-controlling interest shareholders.
(3)	 The amount represents the prepayments for book printing service provided by ESNU E&A Publishing.
(4)	 The amount represents the loans to non-controlling shareholders, which were interest-free, unsecured, and due on demand.
(5)	 The amount represents the Group’s deposit in bank on behalf of the FSOL (CAYMAN).
(6)	 The amount represents the Group's payable to Bole for rental services.
(7)	 The amount represents the advance from ESNU Publishing for copyright use.
(8)	 The amount represents the loans from non-controlling interest shareholders, which were non-interest bearing, unsecured, and due on demand.
15.	 LEASES 
The Group’s operating leases mainly related to offices and learning centers in the PRC. As of February 28, 2023 and February 29, 2024, the Group 
had no leases that were classified as a financing lease. Total operating lease expenses for the years ended February 28, 2022, 2023 and February 29, 
2024 were RMB43,959, RMB4,769 and RMB3,965 (US$551), respectively, and was recorded in cost of revenues or operating expenses on the 
consolidated statements of operations. The short term lease expenses for the years ended February 28, 2022, 2023 and February 29, 2024 were 
RMB108, RMB91 and RMB4,547 (US$632), respectively and was recorded in the consolidated statements of operations. As of February 29, 2024, 
the Group did not have additional operating leases that have not yet commenced. The Group recorded nil impairment loss for operating lease right-
of-use assets for the years ended February 28, 2022, 2023 and February 29, 2024, respectively.
Weighted-average remaining lease terms and discount rates are as follows:
 
 
 
As of
 
 
 
February 28,
   
February 29,
 
 
 
2023
   
2024
 
Weighted average remaining lease term (years)
 
 
1.71    
 
2.73  
Weighted average discount rate
 
 
5.4 % 
 
5.6 %
 
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Table of Contents
 
 
 
The following is a maturity analysis of the annual undiscounted cash flows for the annual periods ended February 28 or 29:
 
Year ending of February 28 or 29:
 
RMB
   
USD
 
2025
   
1,412      
196  
2026
   
460      
64  
2027
   
360      
50  
2028
   
180      
25  
2029
   
—      
—  
Thereafter
   
—      
—  
 Total minimum lease payments
   
2,412      
335  
 Less: amount representing interest
   
(32 )    
(5 )
 Present value of minimum lease payments
   
2,380      
330  
 
16.	 COMMITMENTS AND CONTINGENCIES  
(a)	 Capital and Other Commitments 
As of February 29, 2024, the Group had capital commitments of approximately RMB64,896 (US$9,016). These commitments were solely related to 
contracts signed with vendors for study camps construction in Wuyuan, Jiangxi, by the Group and are expected to be paid in one year.
As of February 29, 2024, the Group had long-term investment obligations represent obligations in connection with several investments and 
amounted to RMB9,000 (US$1,250) and are expected to be paid in one year.
As of February 29, 2024, the Group had long-term borrowings amounted to RMB40,000 (US$5,557) and are expected to be paid from July 25, 2026 
to December 15, 2030.
(b)Contingencies 
From time to time, the Group may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although 
the outcomes of these legal proceedings cannot be predicted, the Group does not believe these actions, in the aggregate, will have a material adverse 
impact on its financial position, results of operations or liquidity.
17.	 CONCENTRATION 
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts 
receivable, other receivables, deposits and other assets, short-term investments, short-term investments under fair value and long-term investments 
under fair value. The Group places its cash and cash equivalents and investments with financial institutions with high-credit ratings. The Group 
conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group 
evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts.
The Group evaluates its concentrations of the continuing operations are as follows: 
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(a)	 Major customers: 
For the years ended February 28, 2022, 2023 and February 29, 2024, the customers who accounted for 10% or more of total revenues are presented 
as follows:
 
 
For the Years Ended
 
 
February 28,
 
February 28,
   
February 29,
 
 
2022
 
2023
   
2024
 
 
RMB
 
%
 
RMB
   
%
   
RMB
 
USD
 
%
Customer A
 
—  
—   
7,381    
22% 
*  
*  
*
Total
 
—  
—   
7,381    
22% 
*  
*  
*
*Represented the percentage below 10%
As of February 28, 2023 and February 29, 2024, the customers who accounted for 10% or more of accounts receivable are presented as follows:
 
 
As of
 
 
 
February 28,
 
February 29,
 
 
 
2023
 
2024
 
 
 
RMB
 
%
 
RMB
   
USD
   
%
 
Customer B
 
—  
—   
927    
129    
29%
Customer C
 
—  
—   
662    
92    
20%
Customer D
 
—  
—   
387    
54    
12%
Total
 
—  
—   
1,976    
275    
61%
(b)Major suppliers:  
For the years ended February 28, 2022, 2023 and February 29, 2024, there was no supplier accounting for 10% or more of the cost of revenues.
 
18.	 SEGMENT INFORMATION
The Group's chief operating decision maker, comprised of the Chairman and CEO, review the consolidated results when making decisions about 
allocating resources and assessing performance of the Group as a whole. The Group does not distinguish among markets or segments for the 
purpose of internal reports.
All of the Group's revenue for the years ended February 28, 2022, 2023 and February 29, 2024 were generated from the PRC. As of February 28, 
2023 and February 29, 2024, substantially all of the long-lived assets of the Group are located in the PRC, and no geographical information is 
presented.
19.	 MAINLAND CHINA CONTRIBUTION PLAN 
Full time employees of the Group in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension 
benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. The PRC labor 
regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The total contributions for such 
employee benefits were RMB15,966, RMB4,885 and RMB4,416 (US$614) for the years ended February 28, 2022, 2023 and February 29, 2024 
respectively.
.
F-41

Table of Contents
 
 
20.	 RESTRICTED NET ASSETS  
As a result of the PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits 
computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts 
restricted include paid-in capital, additional paid-in capital and the statutory reserves of the Company’s PRC subsidiaries, affiliates and VIEs. As of 
February 28, 2023 and February 29, 2024, the total of restricted net assets were RMB111,490 and RMB138,479 (US$19,239), respectively.
 
21.	 SUBSEQUENT EVENT 
The Group has evaluated subsequent events to the balance sheet date of February 29, 2024 through June 27, 2024, the date of issuance of the 
consolidated financial statements, there were no subsequent events occurred that would require recognition or disclosure in the Group’s consolidated 
financial.
22.	 CONDENSED PARENT COMPANY INFORMATION 
Basis of presentation 
Condensed financial information is used for the presentation of the Company, or the Parent Company. The condensed financial information of the 
parent company has been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the 
Parent Company used the equity method to account for its investment in its subsidiaries and VIEs.
Investments in subsidiaries and VIEs 
The Company and its subsidiaries and VIEs were included in the consolidated financial statements where the intercompany transactions and 
balances were eliminated upon consolidation. For purpose of the Company’s standalone financial statements, its investments in subsidiaries were 
reported using the equity method of accounting. The Company’s profits or deficit in subsidiaries were reported as equity in income or losses of 
subsidiaries in the accompanying parent company financial statements.
Ordinarily under the equity method, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the 
carrying value of the investment has been reduced to $nil absent an undertaking by the investor to provide continuing support and fund losses. For 
the purpose of this parent only information, the Parent Company has continued to reflect its share, based on its proportionate interest, of the losses of 
subsidiaries, VIEs and VIEs’ subsidiary regardless of the carrying value of the investment even though the Parent Company is not obligated to 
provide continuing support or fund losses.
The following represents condensed unconsolidated financial information of Four Seasons Education (Cayman) Inc.
F-42

Table of Contents
 
 
a. Condensed Balance Sheets 
 
 
 
As of
 
 
 
February 28,

2023
   
February 29,

2024
 
 
 
RMB
   
RMB
   
USD
 
Current assets
 
     
     
   
Cash and cash equivalents
   
65,987      
73,528      
10,215  
Short-term investment under fair value
   
156,639      
82,791      
11,502  
Long-term investments under fair value - current
   
135,201      
14,122      
1,962  
Amounts due from subsidiaries and consolidated VIEs
   
3      
4      
1  
Other current assets
   
970      
1,334      
186  
Total current assets
   
358,800      
171,779      
23,866  
Non-current assets
 
     
     
   
Restricted cash
   
—      
121,472      
16,877  
Long-term investment under fair value – non - current
   
122,352      
124,990      
17,365  
Investments in subsidiaries and consolidated VIEs
   
13,583      
94,817      
13,173  
Total non-current assets
   
135,935      
341,279      
47,415  
Total assets
   
494,735      
513,058      
71,281  
Accrued expenses and other current liabilities
   
2,314      
1,446  
   
201  
Amounts due to subsidiaries and consolidated VIEs
   
34,689      
35,322      
4,907  
Other liabilities
   
-      
1,287      
179  
Total liabilities
   
37,003      
38,055      
5,287  
Ordinary Shares (US$0.0001 par value; 500,000,000 shares authorized, 21,189,215 and 
21,163,416 shares issued and outstanding as of February 28, 2023 and February 29, 2024, 
respectively)
   
14      
14  
   
2  
Additional paid-in capital
   
780,191      
783,313      
108,828  
Treasury shares (2,912,768 and 2,938,567 shares as of February 28, 2023 and February 29, 2024, 
respectively)
   
(55,931 )    
(56,090 )    
(7,793 )
Accumulated deficit
   
(282,300 )    
(277,339 )    
(38,531 )
Accumulated other comprehensive income
   
15,758      
25,105      
3,488  
Total equity
   
457,732      
475,003      
65,994  
Total liabilities and equity
   
494,735      
513,058      
71,281  
 
b. Condensed Statements of Operations and Comprehensive (Loss) Income 
 
 
 
For the Year Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
Operating expenses
   
(4,373 )
   
(11,766 )    
(6,085 )    
(845 )
Interest income, net
   
—  
   
837  
   
6,518  
   
906  
Realized gain (loss) in investments
   
1,749  
   
1,867  
   
3,207  
   
446  
Unrealized holding (loss) gain in investments
   
(2,855 )
   
(3,794 )    
3,910  
   
543  
Other income (expenses), net
   
376  
   
(618 )    
8  
   
1  
(Loss) Income from investments in subsidiaries, VIEs and 
VIEs’ subsidiaries
   
(73,487 )
   
(16,192 )    
(2,597 )    
(361 )
(Loss) Income before income taxes and loss from equity 
method investments
   
(78,590 )
   
(29,666 )    
4,961  
   
690  
Income tax (expense) benefit
   
—  
   
—  
   
—  
   
—  
Loss from equity method investment
   
(34,872 )
   
—  
   
—  
   
—  
Net (loss) income
   
(113,462 )
   
(29,666 )    
4,961  
   
690  
Foreign currency translation adjustments
   
(9,479 )
   
38,526  
   
9,347  
   
1,299  
Comprehensive (loss) income
   
(122,941 )
   
8,860  
   
14,308  
   
1,989  

Table of Contents
 
 
 
F-43
c. Condensed Statements of Cash Flows 
 
 
 
For the Year Ended
 
 
 
February 28,
   
February 28,
   
February 29,
 
 
 
2022
   
2023
   
2024
 
 
 
RMB
   
RMB
   
RMB
   
USD
 
Net cash (used in) provided by operating activities
   
(2,826 )
   
16,945  
   
931  
   
129  
Purchases of short-term investments under fair value
   
—  
   
(175,848 )    
(103,145 )    
(14,330 )
Purchases of long-term investments under fair value
   
—  
   
(145,910 )    
(93,280 )    
(12,960 )
Proceeds from maturity of investments
   
97,136  
   
164,564  
   
327,495  
   
45,500  
Net cash provided by (used in) investing activities
   
97,136  
   
(157,194 )    
131,070  
   
18,210  
Proceeds from related parties loans
   
—  
   
—  
   
1,287  
   
179  
Repayment to related parties loans
   
—  
   
—  
   
1  
   
—  
Repurchase of ordinary shares
   
(27,795 )
   
(239 )    
(159 )    
(22 )
Net cash (used in) provided by financing activities
   
(27,795 )
   
(239 )    
1,129  
   
157  
Effect of exchange rate changes
   
(3,932 )
   
27,389  
   
(4,117 )    
(572 )
Net increase (decrease) in cash and, cash equivalents and 
restricted cash
   
62,583  
   
(113,099 )    
129,013  
   
17,924  
Cash and, cash equivalents and restricted cash at beginning of 
the year
   
116,503  
   
179,086  
   
65,987  
   
9,168  
Cash and, cash equivalents and restricted cash at end of 
the year
   
179,086  
   
65,987  
   
195,000  
   
27,092  
 
F-44

Exhibit 4.25
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Exclusive Service Agreement
 
This Exclusive Service Agreement (this “Agreement”) is made on March 6, 2024 by and among:
 
1.
Shanghai Fuxi Information Technology Service Co., Ltd. , a wholly foreign-owned enterprise duly established and existing under the laws 
of the PRC (the uniform social credit code: 913100003216954485) having its registered address at Room 213, No. 865, 867, 869 and 877, 
Qiujiang Road, Jing’an District, Shanghai (“Party A”);
 
2.
Peiqing Tian, an individual (the ID Card No.: ***) having his residential address at*** (“Party B1”); 
Peihua Tian, an individual (the ID Card No.: ***) having his residential address at *** (“Party B2”).
(Party B1 and Party B2, collectively, “Party B”)
 
3.
Shanghai Luoliang Network Technology Co., Ltd., a limited liability company duly established and existing under the laws of the PRC (the 
uniform social credit code: 91310106088554568M ) having its registered address at Room 215-234, No. 865, 867, 869, 877, Qiujiang Road, 
Jing’an District, Shanghai (hereinafter “Party C”); 
 
Party A, Party B and Party C are individually referred to herein as a “Party”, and collectively as the “Parties”.
 
WHEREAS:
 
1.
Party A is a wholly foreign-owned enterprise established in accordance with the laws of the PRC, with the scope of business including 
information technology consulting services, information system integration services, data processing and storage services, software 
development (except audio and video products, electronic publications), enterprise management consulting, marketing planning consulting, 
business information consulting, in the network, multimedia,  Engaged in technology development, own technology transfer in the professional 
field of information technology, and provide related supporting services and technical consultation.
 
2.
Party C is a limited liability company registered in the PRC, whose principal business activities include secondary value-added 
telecommunications services; internet information services. Technical services, technical development, technical consulting, technical 
exchanges, technology transfer, technology promotion; graphic design and production; retail of stationery supplies; sales of instruments 
specifically for educational use. Party B1 holds 99.99% of Party C’s equity interests and Party B2 holds 0.01% of Party C’s equity interests.
 
3.
Party A agrees to provide technical services, management and consulting services related to conducting network activities for Party C during 
the term of this Agreement (see the detailed scope below) , and Party C agrees to accept the relevant services provided by Party A in 
accordance with the provisions of this Agreement.
 
1
 

The Parties hereby enter into this Agreement through friendly negotiations to stipulate the rights and obligations of the Parties for mutual 
compliance.
 
1.
Definition and Interpretation
“Listed Company” shall mean Four Seasons Education (Cayman) Inc., a limited company incorporated under the laws of the Cayman 
Islands on June 9, 2014.
“Business” shall mean all the services and business provided or operated by Party C from time to time in accordance with its issued permits.
“Party C's subsidiaries” shall mean various enterprises or units that Party C will establish or control as of the date of signing this agreement 
and in the future.
“VIE Agreements” shall mean the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy 
Agreement and the Equity Pledge Agreement entered into by and among Party A and Party C and its shareholders, including any 
supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by 
one or more Parties from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.
“PRC” shall mean the People’s Republic of China (for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, 
Macao Special Administrative Region and Taiwan).
 
2.
Exclusive Technical Service
2.1.
During the term of this Agreement, the Parties agree that where permitted by the laws of the PRC, Party A shall, as the technical services 
provider of Party C, provide technical support to Party C in accordance with the terms and conditions set forth in this Agreement and 
provide part of or all of the following technical services in relation to their business:
a)
to design, develop, update, and maintain software for use on computers and mobile devices. ;
b)
to design, develop, update and maintain the web pages and websites required for its related activities;
c)
to design, develop, update and maintain the management information system required for its related activities;
d)
to provide other technical support required for its counseling or business activities;
e)
to provide regular or occasional technical advisory services (including but not limited to the provision of feasibility studies, 
technical forecasts, thematic technical surveys, analysis and evaluation reports);
f)
to assist Party C to develop staff training and development plans, to carry out pre-job training, management training, technical 
training to improve the service level of its staff and management staff;
g)
in response to the needs of Party C to hire the relevant technical staff to provide technical guidance on the ground for Party C ;
h)
to provide services (if involved) in relation to the license applications for the software, domain name, trademark and expert 
technology of Party C ;
i)
to provide other services that are determined by Party A and Party C from time to time in accordance with actual business needs and 
the ability to provide services.
 
2.2.
Party C shall appoint Party A to exclusively provide business-related technical development, support and technical services, and Party C 
further agrees that, unless Party A gives prior written consent, during the term of this Agreement, Party C undertakes not to appoint or 
accept any third party to provide all or part of the above services in respect of such business, and shall not establish any similar 
relationship with any third party in respect of the matters contemplated in this Agreement. Party A may designate other parties to provide 
such technical services for Party C .
 
2.3.
Party C  shall promptly provide Party A with the plan and schedule for the required technical development, support or technical services.
 
3.
Exclusive Management and Consulting Service
2
 

3.1.
During the term of this Agreement, Party A shall provide exclusive management and consulting services to Party C in accordance with 
the terms and conditions set forth in this Agreement, including but not limited to:
a)
to provide professional, technical design services;
b)
to provide services for the preparation, selection, and/or recommendation of materials ;
c)
to provide support and services in respect of staff recruitment and training;
d)
to provide marketing services and backing that involve, though are not confined to, the strategy for marketing metrics, outreach, and 
methodologies, coupled with the establishment, design work, and advertising;
e)
to provide public relations maintenance services, including but not limited to assisting Party C to maintain good relations with 
government departments and the media sector;
f)
to establish long-term strategic development plans and develop annual work plans;
g)
to establish management models and business plans, market development plans;
h)
to establish financial management systems, recommend and optimize annual financial budgets;
i)
to provide suggestions for the internal organizational structure and internal management system;
j)
to provide expert management and consultation training for administrative staff so as to improve the management quality of the 
administrative staff of Party C;
k)
as commissioned by Party C, to conduct special market research and investigation, and give feedback on market information and 
business development proposals;
l)
to develop regional and national market development plan for student resources for Party C;
m)
to assist Party C in establishing a combined online/offline modern marketing network;
n)
to assist in the establishment of a sound management system for business operation;
o)
to provide Party C with management and consulting services in respect of daily operations, finance, investment, assets, claims and 
debts, human resources, information internalization and other management and consulting services;
p)
Party A may assist Party B and Party B’s subordinate entities in seeking suitable financing channels to meet the capital requirements 
in the course of business of Party C;
q)
to assist Party C in developing programs for relationship maintenance with suppliers, customers, partners and students, and in 
maintaining such relationships;
r)
to advise on the assets management and business operations of Party C;
s)
to advise on the negotiation, execution and performance of its material contracts;
t)
to provide other services reasonably requested by Party C .
 
3.2.
Party C shall appoint Party A to exclusively provide management and consulting services, and Party C further agrees that, unless Party A 
gives prior written consent, during the term of this Agreement, Party C undertake not to appoint or accept any third party to provide all or 
part of the above services in respect of such business, and shall not establish any similar relationship with any third party in respect of the 
matters contemplated in this Agreement. Party A may designate other parties to provide such management and consulting services for 
Party C.
 
3.3.
Party C shall promptly provide Party A with the plan and schedule for the required management and consulting services.
 
4.
Provision of Service and Authorization
4.1.
Party C shall, and Party B shall, where applicable, procure Party C to, operate in accordance with the opinions or suggestions provided 
by Party A for the services stated in Articles 2 and 3 of this Agreement.
 
4.2.
In order to enable Party A to provide relevant services more efficiently, Party C  irrevocably appoint Party A (and any entrusted or re-
entrusted person of Party A) as their agent during the term of this Agreement, and Party A may act on behalf of and in the name 
3
 

of Party C or in other ways (as determined by the agent):
a)
to sign the relevant documents with third parties (including but not limited to suppliers and customers);
b)
to handle any matters which are incumbent upon but not handled by Party C under this Agreement; and
c)
to sign all necessary documents and handle all necessary matters so that Party A may fully exercise all or any of the rights conferred 
by this Agreement.
 
4.3.
If it is required by Party A, Party B and Party C shall undertake to issue an independent power of attorney to Party A in relation to a 
certain matter at any time upon the request of Party A.
 
4.4.
Party C agrees to acknowledge retrospectively and confirm any matters that Party A has handled or intends to handle as an agent 
pursuant to this provision of appointment.
 
4.5.
The entrustment and authorization granted by Party B and Party C to Party A under this Agreement is sole, exclusive and irrevocable. 
During the term of this Agreement, Party B and Party C shall procure and ensure that, without Party A’s prior written consent, Party C 
shall not, directly or indirectly, obtain from any third party (including but not limited to its shareholders, directors, senior officers, or 
persons or entities having any affiliated relationship with the aforementioned shareholders, directors or senior officers) any identical or 
similar services as those agreed herein, and shall not establish any similar business cooperation with any third party in respect of the 
matters contemplated in this Agreement.
 
4.6.
Party C shall, and Party B and Party C shall procure and ensure that Party C shall provide Party A with any documents relating to Party C 
as required by Party A, and shall give Party A access to all licenses and documents in relation to Party C ’s operations.
 
4.7.
The Parties hereby agree that Party A shall have the right to grant all or part of its rights to provide services under this Agreement to a 
third party designated by Party A.
 
4.8.
Party B and Party C shall procure and ensure that Party A has the right to decide whether Party C may continue to operate and Party A 
has the right (but not obliged) to choose whether to give financial support to Party C when Party C incurs operating losses or experience 
serious business difficulties or financial crises, and Party C shall unconditionally accept Party A’s decision as to whether or not they 
should continue to operate.
 
5.
Service Fee
5.1.
As the consideration for Party A’s exclusive technical services and exclusive management and consulting services, Party C shall, based 
on the further agreement between the Parties and according to the payable service fee which is assessed by Party A based on its own 
financial position and that of Party C’s, assess, determine and pay technical service fee and management and consulting service fee 
(collectively “Service Fee”) to Party A for each fiscal year.
 
5.2.
In respect of the Service Fee to be paid by Party C to Party A, it shall be assessed and determined by the following floating standard: that 
is, subject to the provisions of the PRC laws, after deducting necessary costs and expenses for company’s business operations (the 
preliminary assessment result of the necessary costs and expenses shall be provided by Party C, and the final confirmation and decision 
shall be made by Party A) , taxes, provisions for the company’s losses in the previous years (if required by applicable laws), and 
redeeming the statutory reserve funds, the total profit of Party C for the current year shall be paid to Party A as the Service Fee for the 
agreed services provided by Party A to Party C under this Agreement; provided, however, that Party A shall have the right to adjust the 
amount of such Service Fee (not exceeding the foregoing agreed limit) 
4
 

depending on the specific circumstances of services provided to Party C, the operating conditions and development needs of Party C. 
 
In the event that Party A considers that the determination mechanism for the Service Fee agreed upon in this Agreement is not applicable 
and needs to be adjusted for any reason, Party C shall, within ten (10) business days after Party A has made a written request for 
adjustment, negotiate with Party A in good faith to determine the new charging standard or mechanism. If Party C do not respond within 
ten (10) business days upon receipt of the above adjustment notice, they shall be deemed to have agreed to the adjustment by default.
 
5.3.
Service Fee may be paid before or after Party A provides the required technical services and management and consulting services. In 
order to meet the demands of the daily business operations of Party C, with the consent of Party A, Party C can only use the portion of 
cash exceeding their basic cash demands to pay the Service Fee, and the shortage of fee can be suspended from payment if it is within the 
limit as agreed by Party A. Such suspension of payment shall not be considered as breach of contract by Party C , but Party C shall pay 
overdue interest.
 
5.4.
Service Fee shall be assessed, determined and paid on a fiscal year basis. Party C shall prepare and issue a financial report duly audited 
by an accounting firm in accordance with the applicable accounting principles within three (3) months after the end of each accounting 
year, and shall, within fifteen (15) days after the preparation and issuance of the audited financial accounting report, pay Party A the 
Service Fee under this Agreement. Party C shall, within the fifteen (15) days after the preparation and issuance of the audited financial 
accounting report, confirm with Party A the amount of each Service Fee payment in written form through the resolution of the board of 
directors or the decision of the executive director and make payment.
 
5.5.
In addition to the Service Fee, Party C shall bear and indemnify Party A for all reasonable costs, disbursements and expenses (hereinafter 
the “Expenses”) of any form that are paid or incurred by Party A or in connection with the performance or provision of services by Party 
A.
 
5.6.
Party C shall pay the Service Fee to and indemnify Party A for his expenses in accordance with the provisions of this Agreement and the 
supplemental documents executed from time to time. Party A shall issue invoice for the corresponding Service Fee and all the Expenses 
incurred during the relevant period to Party C in a timely manner. Party C shall pay the amount specified in the invoice within seven (7) 
days after receipt of the invoice. All bank charges due to such payment shall be borne by Party C. All payments shall be made to Party 
A’s designated bank account by remittance or other means accepted by the Parties. The Parties agree that Party A may from time to time 
deliver notice about changes in such payment instructions to Party C.
 
5.7.
Party C shall pay interest on any overdue payment of the Service Fee and Expenses stipulated in this Agreement, and the interest rate 
shall be paid at the rate of RMB short-term loan interest published by the People’s Bank of China on the date of the actual payment.
 
5.8.
Each party shall bear its own taxes and fees duly payable in connection with the signing and performance of this Agreement. At the 
request of Party A, Party C shall endeavor to assist Party A in obtaining the treatment of exemption from business tax/VAT in respect of 
all or part of its Service Fee income under this Agreement.
 
6.
Representations and Warranties
6.1.
Party A represents and warrants that:
a)
Party A is a duly established and validly existing company with limited liability and the ability to assume civil liabilities;
5
 

b)
Party A has the right to sign and perform this Agreement and has obtained all necessary and appropriate approvals and 
authorizations for the signing and performance of this Agreement. Party A has also obtained all government approvals, 
qualifications and permits as required to conduct relevant business pursuant to applicable laws;
c)
This Agreement shall be legally valid and binding on Party A as of the date of this Agreement and may be enforced in accordance 
with the provisions of this Agreement;
d)
Party A’s signing and performance of this Agreement does not violate any PRC laws and regulations, the judgment of any court or 
the awards of any arbitration institution, the decision, approval or permit of any administrative authority, or any agreement to which 
it is a party or which is binding on it, nor will it result in the approval or permit of any government authority, to which it applies, 
being suspended, revoked, confiscated or failed to be renewed upon expiration;
e)
there are no outstanding litigation, arbitration, or other judicial or administrative proceedings that will affect Party A’s performance 
of obligations under this Agreement, and as far as it is aware of, no threat of action involving the above is to be taken.
 
6.2.
Party B, Party C represents and warrants that:
a)
Party B is a natural person with civil rights and civil capacity, Party C is a duly established and validly existing limited liability 
company;
b)
upon the taking effect of this Agreement, Party B is a legal shareholder of Party C, holding 100% of its equity interests;
c)
except for the rights restrictions imposed upon Party C’s equity interests ’s organizer’s interests due to the VIE Agreements, there 
are no other encumbrances or rights restrictions imposed upon Party C’s equity interests by Party B ’s organizer’s interests by Party 
C;
d)
Party B and Party C will strictly abide by the terms of this Agreement and shall not affect the validity and enforceability of this 
Agreement due to their act or omission to act;
e)
Party B and Party C have the right to sign and perform this Agreement, and has obtained all necessary and appropriate approvals 
and authorizations for the signing and performance of this Agreement. They have also obtained all approvals, qualifications and 
permits as required to conduct relevant business pursuant to applicable laws;
f)
This Agreement shall be legally valid and binding upon Party B and Party C as of the effective date of this Agreement and shall be 
legally enforceable in accordance with the provisions of this Agreement;
g)
The signing and performance of this Agreement by Party B and Party C shall not violate any PRC laws and regulations, the 
judgment of any court or the awards of any arbitration institution, the decision, approval or permit of any administrative authority, or 
any agreement to which it is a party or which is binding on it, nor will it result in the approval or permit of any government 
authority, to which it applies, being suspended, revoked, confiscated or failed to be renewed upon expiration;
h)
there are no outstanding litigation, arbitration, or other judicial or administrative proceedings that will affect Party B and Party C’s 
performance of obligations under this Agreement, and as far as they are aware of, no threat of action involving the above is to be 
taken;
i)
Party B and Party C have disclosed to Party A any contract, government approval, permit, or any document to which any of them is 
a party or which is binding on it or its assets or business, which may cause significant adverse effect on its ability to fully comply 
with its obligations under this Agreement, and there are no false statements or omissions of any material facts in the documents 
provided previously to Party A by Party B and Party C;
j)
Party C will pay the Service Fee to Party A in full and in time in accordance with the provisions of this Agreement;
k)
Party C shall maintain the ongoing validity of the permits and qualifications related to 
6
 

Party C’s business during the term of this Agreement; and actively cooperate with Party A to provide services and accept Party A’s 
reasonable advice and suggestions on Party C’s business.
 
6.3.
Party B and Party C hereby confirm and agree that, unless with the prior written consent of Party A or its designated person, Party B and 
Party C will not conduct or procure any activities or transactions that may materially affect Party C’s assets, business, personnel, rights, 
obligations or unit operations, and shall not conduct or procure any activities or transactions that may materially affect the ability of
Party B and Party C to perform their obligations under the VIE Agreements, including but not limited to:
a)
Without Party A’s prior written consent, Party C shall not establish or acquire any subordinate enterprises, units or legal entities, 
including but not limited to subsidiaries, branches, private non-enterprise units;
b)
Without Party A’s prior written consent, Party C shall not carry out any activities beyond the normal business scope, nor shall it 
change Party C’s business model;
c)
Without Party A’s prior written consent, Party C shall not engage in any merger, split-off, restructuring of its organization , 
dissolution or liquidation;
d)
Without Party A’s prior written consent, they shall not sell the equity interests’ rights of Party C to any third party other than Party A 
or its designated person, or increase or decrease their registered capital, or change the structure of equity interests’ rights of Party C 
in any manner;
e)
Without Party A’s prior written consent, they shall not pledge the equity interests’ rights of Party C or the assets or rights of Party C 
to any third party other than Party A or its designated person with, nor shall they request Party C to provide any other forms of 
security, or create any other encumbrances upon the equity interests and/or organizer’s rights of Party C or the assets owned by Party 
C;
f)
Without Party A’s prior written consent, they shall not distribute dividends, reasonable returns or other payments to Party B or Party 
C in any manner; if Party B obtains any bonuses, dividends or any other gains or benefits (regardless of its particular form) from 
Party C as a shareholder of Party C, it shall, at the time of obtaining the aforesaid proceeds, unconditionally and immediately pay 
the proceeds or benefits to the specific account designated by Party A for free as an integral part of the share pledge to provide 
security for the performance of the obligations under the VIE Agreements and the repayment of debt;
g)
They shall not carry out any activities that cause or may cause adverse effect on Party C’s daily operations, business and assets and 
Party C’ ability to make payment to Party A;
h)
Party B and Party C shall ensure that in the event of any ongoing or potential investigation, action, arbitration, administrative 
proceeding or other legal proceedings involving the assets, business and income of Party C occurring, they will immediately inform 
Party A of the same;
i)
They shall not engage in any transaction that has or may have adverse effect on all kinds of cooperation between Party A and Party 
B and Party C pursuant to the VIE Agreements; and
j)
Without Party A’s prior written consent, no rights and obligations under this Agreement and other VIE Agreements shall be 
transferred to any third party other than Party A or its designated persons, and Party B and Party C shall not establish or carry out 
any cooperation or business relationship with any third party that is identical or similar to that under this Agreement.
 
6.4.
Party B warrants to Party A that it has made all proper arrangements and signed all necessary documents to ensure that upon its death, 
loss of civil capacity, any restriction imposed on civil capacity, divorce, or occurrence of other circumstances that may affect its exercise 
of its equity interests in Party C, its successor, guardian, spouse and any other person who may obtain such equity interests or related 
rights cannot influence or impede the performance of the VIE Agreements.
 
7
 

6.5.
Party B and Party C guarantees to Party A that it will not act or omit to act in the contrary to the purpose and intention of the 
establishment of the VIE Agreements resulting in or may result in any conflicts between Party A’s interests and the interests of Party B 
and Party C and their respective subordinate legal entities. If Party B and Party C have conflicts with Party A in the performance of the 
VIE Agreements, Party B and Party C will maintain Party A’s legal interests under the VIE Agreements and legally follow the 
instructions of Party A.
 
7.
Confidentiality, Intellectual Property Rights And Non-Competition
7.1.
The Parties agree that they will endeavor to take various reasonable measures to keep confidential the secret materials and information of 
Party A (the “Confidential Information”) that they get to know or have access to as a result of obtaining Party A’s exclusive technical 
support and technical service; unless Party A gives prior written consent, the Parties shall not disclose, give or transfer such Confidential 
Information to any third party. Once this Agreement terminates, the Parties shall return any documents, materials or software containing 
the Confidential Information to Party A as requested by Party A or destroy such documents, materials or software on their own, and 
delete any Confidential Information from all relevant memory devices and shall not continue to use such Confidential Information.
 
7.2.
The Parties acknowledge and confirm that any oral or written information exchanged by them in respect of this Agreement shall be 
Confidential Information. Each of the Parties shall keep all of such information confidential and shall not disclose any relevant 
information to any third party without written consents of the other Parties, except for:
a)
the information that is known or to be known by the public (not through the disclosure by the receiving Party of such information);
b)
the information that is required to be disclosed pursuant to applicable laws or rules or regulations of any stock exchange; or
c)
the information that is required to be disclosed by any Party to its legal counsel or financial advisor in respect of the transaction 
under this Agreement, which legal counsel or financial advisor shall be bound by the confidentiality obligations similar to the 
obligations stated in this Article.
 
7.3.
Any disclosure of any Confidential Information made by the staff members or agencies hired by any Party shall be deemed as the 
disclosure of such Confidential Information made by such Party, and such Party shall assume legal liabilities for breach of this 
Agreement.
 
7.4.
Unless otherwise provided by the PRC laws and regulations, the technology developed and the materials prepared by Party A during the 
course of providing Party C with R&D services, technical support and technical services, and the intellectual property rights of all the 
R&D results obtained through R&D as a result of implementing this Agreement and/or the contract jointly executed by Party A with 
other Parties as well as any rights derived therefrom (“Such Rights”) all belonged solely to Party A. Such Rights include but not limited 
to the right to apply for patents, the title to know-how, the copyright of software, technical documents and technical information of 
works, trade secrets, artwork and other works, or other intellectual property rights and the right to authorize others to use the above or to 
transfer the above intellectual property rights.
 
7.5.
Without Party A’s prior written consent, Party C shall not, and shall procure its subsidiaries or entities not to, transfer, assign, mortgage, 
permit or otherwise dispose of any Such Rights.
 
7.6.
All Parties agree that this Article shall remain in force, no matter if this Agreement is invalid, altered, discharged, terminated or 
inoperative.
 
8.
Default Liability
8
 

8.1.
If any party violates this Agreement resulting in failure to perform all or part of this Agreement, the default Party shall be liable for 
breach of contract and shall indemnify the non-default Party for any consequential damages (including litigation costs and attorney’s fees 
arising therefrom); if all of the Parties have breached the contract, they shall assume their respective liabilities depending on the actual 
circumstances.
 
8.2.
The Parties agree that Party A shall have the right, in the circumstances permitted by applicable laws, upon the breach of this Agreement 
by Party C, to request the competent court or arbitration institution with jurisdiction to take statutory remedies or other remedial 
measures against the equity interests, land or other assets held by the default Party, including but not limited to such remedies as 
transferring the equity interests’ interests of Party C and their subordinate enterprises or units, or compulsorily requesting Party C and 
their subordinate enterprises or units to transfer assets, or ordering Party C and their subordinate enterprises or units to dissolve or 
liquidate so as to compensate Party A’s losses.
 
8.3.
If Party A assumes indemnification liabilities against any other Party to the agreements and/or a third Party as a result of performing the
rights and obligations under the VIE Agreements, upon making such compensation, Party A shall have the right to seek indemnification 
from Party B and Party C in connection with such compensation.
 
9.
Governing Law and Dispute Resolution
9.1.
Change of Law
In the event that at any time after the date of execution of this Agreement, any PRC laws, regulations or rules are promulgated or 
amended, or there is any change to the interpretation or application of such laws, regulations or rules, the following provisions shall 
apply:
a)
If the above change or new regulations are more favorable to any Party than the relevant laws, regulations, decrees or regulations in 
force on the date of this Agreement (while the other party is not seriously and adversely affected thereby), the Parties shall promptly 
revise this Agreement so as to obtain the benefits of such change or new regulations; or the Parties shall promptly apply to obtain 
the benefits of such change or new regulations. The Parties shall make their best endeavors to obtain the approval of such 
application; and
b)
This Agreement shall continue to be implemented in accordance with the original terms if the economic interests of any Party under 
this Agreement are seriously and adversely affected, directly or indirectly, by the change or new regulations mentioned above. The 
Parties shall take all legal measures to obtain exemption from complying with the change or the new regulations. If the adverse 
effect on the economic interests of any Party cannot be resolved in accordance with the provisions of this Agreement, upon notifying 
the other Party by the affect Party, all Parties shall negotiate in a timely manner and make all necessary changes to this Agreement in 
order to maintain the economic interests of the affected Party under this Agreement.
 
9.2.
The execution, validity, interpretation, performance, revision and termination of this Agreement and dispute settlement in respect hereof 
shall be governed by the PRC Law.
 
9.3.
Any dispute, controversy or claim arising from, or in connection with, this Agreement or the performance, interpretation, breach, 
termination or validity of this Agreement shall be settled through friendly negotiation. Such negotiation shall start immediately after one 
Party to the dispute has delivered to other Parties a written notice specifying the dispute or claims to request for negotiation.
 
9.4.
If such dispute fails to be settled within thirty (30) days of the delivery of the above said notice, either Party shall have the right to submit 
such dispute to arbitration. The Parties agree to submit such dispute to China International Economic and Trade Arbitration Commission 
for arbitration in accordance with its arbitration rules then in effect. The place 
9
 

of the arbitration shall be in Shanghai. The arbitral award shall be final and legally binding on the Parties. The arbitration commission 
shall have the right, in respect of Party B, Party C’s equity interests, property interests or other assets, to award indemnification or 
compensate Party A against the losses suffered by Party A due to the breach by Party B, Party C or issue relevant injunction (for the 
purpose of operation of business or compulsory transfer of assets), or to award to dissolve and liquidate Party C. After the arbitral award 
becomes effective, any Party shall have the right to apply to the competent court for the enforcement of the arbitral award.
 
9.5.
During the period of arbitration, except for the disputed matters submitted for arbitration, the Parties hereto shall continue to perform 
their other respective obligations hereunder.
 
10. Change in Circumstances
10.1. If any promulgation of or any amendment to any PRC laws, regulations or rules, or any change of the interpretation or application of 
such laws, regulations and rules, or any change of relevant registration procedures at any time makes Party A believe that the 
maintenance of the validity and performance of this Agreement becomes illegal or violates such laws, regulations or rules, Party C shall, 
as instructed by Party A in writing and as requested by Party A, immediately take any action and/or execute any agreement or other 
documents in order to:
a)
maintain the validity of this Agreement; and/or
b)
achieve the purpose of this Agreement in the manner as provided for in this Agreement or in another manner.
 
11. Severability
11.1. If any one or more of the provisions of this Agreement are found to be invalid, unlawful or unenforceable in any respect under any laws 
or regulations, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected or impaired thereby. 
The Parties shall engage in good faith negotiation and replace such invalid, unlawful or unenforceable provisions with effective terms by 
way of modification or otherwise to the maximum extent as permitted by law and expected by the Parties, and the economic effects of 
such effective terms shall be as similar as possible to those of the invalid, unlawful or unenforceable terms.
 
12. Term
12.1. This Agreement shall come into force as of the date of execution or affixing seals by the Parties and shall be automatically terminated 
when Party A and/or the person designated by Party A has fully exercised its rights to purchase all equity interests held by Party B in 
Party C in accordance with the Exclusive Call Option Agreement entered into with Party B and Party C on the date of this Agreement. 
Party A may unilaterally terminate this Agreement after giving a thirty (30)-day prior notice. Unless otherwise provided by law, Party B 
and Party C shall have no right to unilaterally terminate or rescind this Agreement in any case.
 
12.2. The Parties hereto shall complete the approval and registration formalities for extending the term of operation within three (3) months 
prior to the expiration of their respective terms of operation so that this Agreement can continue to be valid.
 
12.3. This Agreement shall terminate after Party A and/or the person designated by Party A has fully exercised its rights to purchase all equity 
interests held by Party B in Party C in accordance with the Exclusive Call Option Agreement.
 
13. Amendment
13.1. Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may 
make amendments or supplements to this Agreement and take all necessary steps and actions at their cost to make such amendments or 
supplements legal and effective.
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13.2. If any stock exchange or other regulatory authority proposes any amendments to this Agreement, or any change of relevant listing rules 
or relevant requirements is applicable to this Agreement, the Parties shall make amendments to this Agreement accordingly.
 
14. Force Majeure
14.1. If the Parties are unable to perform its obligations under this Agreement due to a force majeure event, such obligations under this 
Agreement shall be discharged to the extent that they are affected by the force majeure. For the purpose of this Agreement, a force 
majeure event only includes natural disasters, storm, tornados and other acts of nature, strikes, lockout/shutdown or other industrial 
issues, wars, riots, conspiracy, hostility, terrorist activities or acts of violence by criminal organizations, blockade, acute diseases or 
epidemic, earthquake or other earth crust movements, floods and other natural disasters, bomb explosion or other explosions, fire,
accidents or governmental activities which make such Parties unable to perform this Agreement.
 
14.2. In case of a force majeure event, the Party being affected by the force majeure event shall use its efforts to mitigate and eliminate the 
consequences of the force majeure event, and shall be liable for performing the delayed and impeded obligations under this Agreement. 
The Parties agree to use their best efforts to continue to perform this Agreement after the force majeure event ends.
 
14.3. If there is a possibility that a force majeure event may occur, as a result of which the performance of this Agreement will be delayed or 
impeded or will be threatened to be delayed or impeded, relevant Party shall immediately notify the other Parties in writing and provide 
all relevant materials.
 
15. Miscellaneous
15.1. Party B and Party C shall not assign their respective rights and obligations under this Agreement to any third party unless Party A agrees 
in writing in advance. Party B and Party C hereby agree that Party A may, where permitted by the PRC laws and at its own discretion, 
transfer its rights and obligations under this Agreement to a third party. Party A only needs to send a written notice to Party B and Party 
C at the time of the transfer and does not need to obtain the consent of Party B and Party C in respect of such transfer.
 
15.2. If, in any case, any third party other than Party B accepts the assignment of Party C’s equity interests, Party B shall be obliged to request 
the relevant assignee to accept the rights and obligations under the VIE Agreements in writing and have the relevant assignee bound by 
such rights and obligations.
 
15.3. This Agreement is drawn up in Chinese in four originals. Each of the Parties shall hold one of them. They shall have the same legal 
effect.
 
(There is no text below) 
11
 

 
(There is no text on this page which is the signature page
of the Exclusive Service Agreement.) 
 
 
 
Peiqing Tian
 
 
Signature:  /s/ Peiqing Tian 
 
 
12
 

 
(There is no text on this page which is the signature page
of the Exclusive Service Agreement.) 
 
 
 
Peihua Tian
 
 
Signature:  /s/ Peihua Tian
13
 

 
(There is no text on this page which is the signature page
of the Exclusive Service Agreement.) 
 
 
 
Shanghai Fuxi Information Technology Service Co., Ltd. [Company Seal Affixed]
 
14
 

 
(There is no text on this page which is the signature page
of the Exclusive Service Agreement.) 
 
 
 
Shanghai Luoliang Network Technology Co., Ltd.  [Company Seal Affixed]
15
 

Exhibit 4.26
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Exclusive Call Option Agreement
 
This Exclusive Call Option Agreement (this “Agreement”) is made on March 6, 2024 by and among::
 
1.
Shanghai Fuxi Information Technology Service Co., Ltd. , a wholly foreign-owned enterprise duly established and existing under the laws 
of the PRC (the uniform social credit code: 913100003216954485) having its registered address at Room 213, No. 865, 867, 869 and 877, 
Qiujiang Road, Jing’an District, Shanghai (“Party A”);
 
2.
Peiqing Tian, an individual (the ID Card No.: ***) having his residential address at *** (“Party B1”); 
Peihua Tian, an individual (the ID Card No.: ***) having his residential address at *** (“Party B2”).
(Party B1 and Party B2, collectively, “Party B”)
 
3.
Shanghai Luoliang Network Technology Co., Ltd.  (hereinafter “Party C”) , a limited liability company duly established and existing under 
the laws of the PRC (the uniform social credit code: 91310106088554568M ) having its registered address at Room 215-234, No. 865, 867, 
869, 877, Qiujiang Road, Jing’an District, Shanghai; 
 
Party A, Party B and Party C are individually referred to herein as a “Party”, and collectively as the “Parties”.
 
WHEREAS:
 
1.
Party B jointly holds 100% of the equity interests of Party C.
 
2.
Party B intends to grant Party A or the buyer designated by Party A the irrevocable and exclusive call option to purchase its equity interests in 
Party C (hereinafter “Equity Interest Call Option”), and Party A intends to accept the Equity Interest Call Option granted by Party B.
 
The Parties hereby enter into this Agreement through friendly negotiations to stipulate the rights and obligations of the Parties for mutual 
compliance.
 
I.
Definition and Interpretation
 
Unless the context otherwise requires, in this Agreement, the following terms shall be construed as follows:
 
“Listed Company” shall mean Four Seasons Education (Cayman) Inc., a limited company incorporated under the laws of the Cayman 
Islands on June 9, 2014.
“Equity Pledge Agreement” means the Equity Pledge Agreement entered into by and among the Parties hereto at the time of execution of 
this Agreement to guarantee the contractual obligations of Party C under the VIE Agreements.
“VIE Agreements” shall mean the Exclusive Service Agreement, the Exclusive Call Option 
1
 

Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among one or more Parties 
to this Agreement, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal 
documents executed or issued by one or more Parties from time to time to ensure the performance of the aforesaid agreements, signed or 
accepted by Party A in writing.
“PRC” shall mean the People’s Republic of China (for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, 
Macao Special Administrative Region and Taiwan).
“Assets” means all tangible and intangible assets of Party C, including but not limited to fixed and liquid assets, capital interests in external 
investments, intellectual property rights, prospect interests under all contracts entered into and any other interests that should be obtained by 
Party C.
 
II.
Sale and Purchase of Equity Interests
1.
Grant of Options
Party B hereby irrevocably grants Party A or the buyer designated by Party A (hereinafter “Equity Interest Buyer”) an irrevocable and 
exclusive option, during the effective period of this Agreement, to purchase from Party B all or part of the equity interests in Party C 
held by it from time to time in one time or multiple times at any time designated by the Equity Interest Buyer at the price referred to in 
paragraph 3 of Article II of this Agreement (hereinafter “Exercise Price”) and in line with the exercise steps at the election of Party A 
(hereinafter “Equity Interest Call Option”), to the extent permitted by the PRC Laws (including any laws, regulations, rules, notices, 
interpretations or other binding documents promulgated by any central or local legislative, administrative or judicial department before 
or after the execution of this Agreement, hereinafter “PRC Laws”). Other than the Equity Interest Buyer, no third party may have the 
Equity Interest Call Option. Party C hereby agrees Party B to grant the Equity Interest Call Option to Party A. When the Equity Interest 
Buyer exercises the Equity Interest Call Option granted by Party B hereunder, the non-transferring party within Party B shall waive its 
right of first refusal with respect to the transfer of Party C’s equity interests under the PRC Laws, and irrevocably agree to the transferor 
to transfer its equity interests in Party C to the Equity Interest Buyer. The “Person” provided in this paragraph and this Agreement means 
an individual, corporation, joint venture, partnership, enterprise, trust or non-corporate organization.
 
2.
Exercise Steps
To the extent that the PRC Laws permit the Equity Interest Buyer to hold the equity interests of Party C, Party A may, during the 
effective period of this Agreement, send Party B a written notice (hereinafter “Equity Interest Call Option Notice”) which shall set forth 
the following matters: (a) Party A’s decision on exercise of the Equity Interest Call Option; (b) the portion of equity interests to be 
purchased by Party A and/or its designee from Party B (hereinafter “Optioned Equity Interests”); and (c) the date for purchasing the 
Optioned Equity Interests. Within sixty (60) days of receipt of the Equity Interest Call Notice, Party B or Party C shall transfer all of the 
Optioned Equity Interests to the Equity Interest Buyer pursuant to such notice in the manner referred to in paragraph 4 of Article II of 
this Agreement.
 
At each exercise of the Equity Interest Call Option, the Equity Interest Buyer may decide at its own will the percentages of the Optioned 
Equity Interests or that it intends to purchase.
 
3.
Exercise Price and Payment 
When the Equity Interest Buyer decides to exercise its Equity Interest Call Option pursuant to this Agreement, the exercise price shall be 
the nominal price unilaterally determined by the Equity Interest Buyer, provided that it is the minimum price to the satisfaction of the 
price requirement otherwise provided by the relevant governmental authority or the PRC Laws. Nevertheless, subject to the provisions 
and requirements of then PRC Laws, all of the payment of the price made by the Equity Interest Buyer to Party 
2
 

B or Party C shall be returned to Party A or a third party designated by it. After necessary tax deduction and withholding is made for the 
payment from the transfer of the equity interests (hereinafter “Transfer Payment”), the Equity Interest Buyer shall duly transfer the 
Transfer Payment to the account designated by Party B or Party C within seven (7) days after the Optioned Equity Interests are duly 
transferred to the Equity Interest Buyer, and Party B or Party C shall return such Transfer Payment to the account designated by the 
Equity Interest Buyer within three (3) working days of receipt of the aforesaid Transfer Payment. 
 
4.
Transfer Optioned Equity Interests or Optioned Organizer’s Interests 
At each exercise of the Equity Interest Call Option by Party A,
1)
Party B shall cause Party C to timely hold a shareholders meeting, at which a resolution shall be made to approve Party B to transfer the 
Optioned Equity Interests to Party A and/or the third party designated by it;
2)
Party B shall enter into an equity interests transfer contract for each transfer with Party A and/or (if applicable) the third party designated 
by it pursuant to this Agreement and the Equity Interest Call Notice; and
3)
The relevant Parties shall execute all other necessary contracts, agreements or documents (including but not limited to the amendments 
to the articles of association), obtain all necessary internal approvals, authorities, governmental approvals, licenses, consents and permits 
(including but not limited to the business licenses), and take all necessary actions, to transfer the valid title of the Optioned Equity 
Interests to Party A and/or the designee and cause Party A and/or the designee to become the registered owner of the Optioned Equity 
Interests, free from any Security Interest. For the purposes of this paragraph and this Agreement, the “Security Interest” includes 
mortgage, pledge and any security over third party rights or interests, including any equity interest call option, acquisition right, right of 
first refusal, set-off right, ownership retention or other security arrangements; for the avoidance of doubt, it does not include any 
Security Interest incurred under this Agreement and the Equity Interests Pledge Agreement.
 
III.
Undertakings
1.
Undertakings of Party C
Party B (as the shareholder of Party C, shall cause Party C to) and Party C hereby jointly and severally undertake that:
1)
without the prior written consent of Party A, they will not supplement, alter or amend the articles of association and regulations of Party 
C in any form, increase or decrease its registered capital, change its registered capital structure in any other manner, or take any action of 
dividing or dissolving Party C’s company or changing its form;
2)
with good financial and commercial standards and practice, they will maintain the existence of Party C, prudently and effectively 
operate its business and handle its affairs, and procure Party C to perform its obligations under the Exclusive Service Agreement;
3)
they will conduct all of Party C’s business in the normal course of business to maintain Party C’s asset value, and will not engage in any 
act/omission that may have adverse effect on the state of operation and asset value of Party C; and the board or executive director of 
Party A will have the right to supervise Party C’s assets and assess whether it has the right to control Party C’s assets. If the board or 
executive director of Party A determines that Party C’s operational activity affects the value of its assets or the board’s control of Party 
C’s assets, Party A shall engage a legal counsel or other professionals to deal with such issue;
4)
without the prior written consent of Party A, they shall not cause or permit Party C to enter into merger, partnership, joint venture or 
alliance with or acquire or invest in any third party;
3
 

5)
they shall immediately notify Party A of any ongoing or potential lawsuit, arbitration or administrative procedures relating to Party C’s 
assets, business or revenues, and take all necessary measures reasonably requested by Party A;
6)
they shall execute all documents, take all actions and file all complaints or defend all claims necessary or appropriate to maintain Party 
C’s ownership of all of its assets;
7)
if the failure by any of Party C’s shareholders or Party C to perform its tax obligations under any applicable laws prevents Party A from 
exercising its Equity Interest Call Option, Party A shall be entitled to request Party C or its shareholder to perform its tax obligations, or 
request Party C or its shareholder to pay such tax amount to Party A who will make the payment on its behalf.
 
2.
Undertakings of Party C’s Shareholders
Party B hereby irrevocably undertakes that:
1)
without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, encumber with any Security Interest, or otherwise 
dispose of any legal or beneficial interests in its equity interests in Party C, except for the pledge created on Party C’s equity interests 
pursuant to the Equity Interests Pledge Agreement;
2)
Party B shall not engage in any business or any other action which will have adverse impact on Party C’s reputation;
3)
Party B shall take all measures to ensure the legality, validity and timely renewal of all of Party C’s licenses;
4)
Party B shall not execute any documents or make any relevant undertakings which are in conflict with any agreements and other legal 
documents that are executed and being performed by Party C. In case of any such conflict of interest, Party B shall timely take measures 
to eliminate it as soon as possible with the consent of Party A. If Party B refuses to take measures to eliminate the conflict of interest, 
Party A is entitled to exercise its Equity Interest Call Option hereunder;
5)
Party B shall not require Party C to grant bonus or conduct other profit distribution with respect to Party B’s equity interests in Party C, 
or propose or vote for any items relating thereto for resolution at the shareholders meeting. In any case, if Party B receives any of Party 
C’s gains, profit distribution or bonus, to the extent permitted by the PRC Laws, Party B shall waive the receipt thereof, and immediately 
pay or transfer such gains, profit distribution or bonus to Party A or a party designated by it for the benefit of Party C as the service fee 
that Party C shall pay Party A under the Exclusive Service Agreement;
6)
Party B shall cause the shareholders meeting and/or board or executive directors of Party C not to approve the sale, transfer, mortgage, 
encumbrance with any Security Interest over or otherwise disposal of any legal or beneficial interests in its equity interests in Party C, 
without the prior written consent of Party A, except for the pledge created on Party C’s equity interests pursuant to the Equity Interests 
Pledge Agreement;
7)
Party B shall cause the shareholders meeting and/or board or executive directors of Party C not to approve Party C’s acquisition, 
partnership, joint venture or alliance with any third party, acquisition or investment in any third party, division, amendment to its articles 
of association, change to its registered capital or company form, without the prior written consent of Party A;
8)
Party B shall immediately notify Party A of any ongoing or potential lawsuit, arbitration 
4
 

or administrative procedures relating to its equity interests in Party C, and take all necessary measures reasonably requested by Party A;
9)
Party B shall cause the shareholders meeting and/or board or the executive directors of Party C’s to vote for the transfer of the Optioned 
Equity Interests provided herein and take any and all other actions that Party A may request;
10)
upon requested by Party A from time to time, Party B shall immediately and unconditionally transfer its equity interests in Party C to 
Party A or its designee pursuant to the Equity Interest Call Option hereunder, and Party B hereby waives its right of first refusal with 
respect to the transfer of equity interests by other shareholders of Party C (if any);
11)
Party B shall strictly comply with the provisions of this Agreement and other contracts jointly and severally executed by Party B, Party 
C and Party A, including but not limited to the Equity Pledge Agreement and the Exclusive Service Agreement, perform its obligations 
under this Agreement and such other contracts, and shall not engage in any act/omission that may affect the validity and enforceability 
thereof. If Party B has any remaining right to the equity interests under this Agreement or the Equity Pledge Agreement or the power of 
attorney granted in favor of Party A, it shall not exercise such right unless instructed by Party A in writing;
12)
If Party A (or its designee) has paid Party B the purchase price of the equity interests but the relevant industrial and commercial changes 
have not been completed prior to dissolution of Party C, upon or after the dissolution of Party C, Party B shall timely and gratuitously 
deliver to Party A (or its designee) all of the proceeds of the remaining property distribution it receives by the reason of holding Party 
C’s equity interests. In this case, Party B shall not make any claim for the proceeds of the remaining property distribution, except for the 
exercise as instructed by Party A;
13)
it agrees to gratuitously return to Party A the price it charges Party A for transfer of the Optioned Equity Interests, subject to the 
provisions and requirements of then PRC Laws;
14)
it shall ensure that Party C will be validly existing, not be terminated, liquidated or dissolved.
 
IV.
Representations and Warranties of Party C and its Shareholder
Each of Party C and its shareholder Party B hereby jointly and severally represents and warrants to Party A on the date of this Agreement and 
each date of transfer of the Optioned Equity Interests that:
1)
it has the power and capacity to execute and deliver this Agreement and any equity interest transfer contract to which it is a party and 
relating to the Optioned Equity Interests to be transferred (hereinafter “Transfer Contract”), and perform its obligations under this 
Agreement and any Transfer Contract. Each of Party C and Party B agrees that it will execute a transfer contract consistent with the 
terms of this Agreement when Party A exercises its Equity Interest Call Option. This Agreement and any Transfer Contract to which it is 
a party constitute or will constitute its legal, valid and binding obligations and are enforceable against it pursuant to the terms thereof;
2)
neither the execution and delivery nor the performance of the obligations under this Agreement or any Transfer Contract may or will 
result in: (i) violation of any applicable PRC Laws; (ii) contravention of Party C’s articles of association, regulations or other 
constitutional documents; (iii) violation of or default of any contract or instrument to 
5
 

which it is a party or by which it is bound; (iv) violation of any condition of granting any party any license or permit and/or the 
continued validity thereof; or (v) suspension, revocation of or attachment with additional conditions to any license or permit granted to 
any Party;
3)
Party B has strictly complied with the obligations provided in the articles of association of Party C, and there is no circumstance which 
may affect its legal status as Party C’s shareholder or which may affect Party A’s exercise of its Equity Interest Call Option hereunder;
4)
Party C and its shareholder Party B jointly and severally warrant that the transfer of the target equity interests to Party A or a third party 
designated by Party A pursuant to this Agreement does not violate the PRC Laws and regulations or other relevant provisions, permits or 
approvals of governmental authorities, or result in the permits or approvals granted by governmental authorities to Party C being 
suspended, revoked or attached with additional conditions, or violate the articles of association of Party C or any agreement executed by 
either of them with any third party;
5)
Party B lawfully holds Party C’s equity interests; there is and will not be any mortgage, pledge, security, lien and other encumbrance on 
the target equity interests except for the equity interests pledge granted to Party A pursuant to the call option agreed herein and the 
Equity Pledge Agreement entered into by the Parties hereto; there is no other form of right restrictions; pursuant to this Agreement, 
Party A or a third party designated by Party A, upon exercise, can obtain the good title to the target equity interests free from any 
mortgage, pledge, security, lien and other encumbrance or any other form of right restrictions;
6)
they have disclosed to Party A all conditions that may have material adverse effects on the performance of this Agreement;
7)
Party C does not have any outstanding debts, except for (i) the debts incurred in the normal course of business; and (ii) the debts that 
have been disclosed to and consented in writing by Party A;
8)
Party C complies with all PRC Laws and regulations applicable to asset acquisition;
9)
there is no ongoing, pending or potential litigation, arbitration or other administrative proceedings relating to the equity interests of Party 
C held by Party B, assets or otherwise;
10)
when Party B is dead, incapacitated, divorced or in any other situation which may affect its exercise of holding Party C’s equity 
interests, its successor, guardian, spouse or any other Person who may therefore obtain the equity interests or the relevant rights or then 
shareholder or assignee of Party C’s equity interests shall be deemed as a party to this Agreement, shall not affect or prevent the 
performance of this Agreement, and shall inherit and assume all of Party C’s rights and obligations hereunder;
11)
Party C’s equity interests held by Party B are not the common property of Party B and its spouse, Party B’s spouse does not have nor 
control Party C’s equity interests; Party B’s operating management of Party C and other voting matters shall not be influenced by its 
spouse; and
12)
each of Party B and Party C warrants to Party A that it will not engage in any act or omission that may be contrary to the purpose and 
intention of the entry into the VIE Agreements, which will result in or may result in any conflict of interests between Party A and Party 
B, Party C or their respective subordinate legal entities. If Party B and Party 
6
 

C have conflicts with Party A in the performance of the VIE Agreements, Party B and Party C will safeguard Party A’s legal interests 
under the VIE Agreements and comply with the instructions of Party A according to law.
 
V.
Representations and Warranties of Party A
Party A represents and warrants to Party C that:
1)
it is a wholly foreign-owned enterprise duly registered and validly existing under the PRC Laws with the independent legal person 
qualification; has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can act as an 
independent subject of litigation;
2)
this Agreement has been duly executed by Party A, and constitutes legal, valid and binding obligations on Party A;
3)
it has full internal power and authority to execute and deliver this Agreement and all the other documents relating to the transaction 
referred to herein, and has full power and authority to consummate the transaction referred to herein;
4)
there is no outstanding or (to its knowledge) threatening lawsuit, legal proceedings or claims against it or its assets before any court or 
tribunal or any governmental authority or administrative organ, which has adverse effects on its economic situation or its ability to 
perform the obligations hereunder; and
5)
its execution and performance of this Agreement will not violate any applicable laws, regulations or provisions currently in force, court 
judgements or arbitral awards, decisions, approvals or permits of any administrative authority, or any other agreements to which it is a 
party or by which its assets are bound, nor result in any suspension, revocation, confiscation, or non-renewal upon expiration of any 
applicable approvals or permits of any governmental authority.
 
VI.
Liabilities for Damage and Remedies
1.
Enforcement
The Parties agree with consensus that Party A shall have the right to submit the breach of contract by Party B and Party C a to an arbitral 
institution for arbitration and request for enforcement. Each of Party B and Party C recognizes and agrees that breach of this Agreement will cause 
irreparable damages to Party A, and monetary compensations will not be sufficient to compensate Party A’s losses.
 
2.
Remedies
Except as otherwise provided herein, if a party (hereinafter the “Default Party”) fails to perform an obligation hereunder or violates this 
Agreement in other manner, the other parties (hereinafter the “Damaged Parties”) may (a) send a written notice to the Default Party indicating the 
nature and scope of the default and requesting the Default Party to cure it at its own cost within the reasonable period provided in the notice 
(hereinafter “Cure Period”); if the Default Party fails to cure it during the Cure Period, the Damaged Parties shall have the right to request the 
Default Party to assume all liabilities caused by its default and compensate the Damaged Parties for all actual economic losses caused to the 
Damaged Parties by its default, including but not limited to legal fees, costs or arbitration fees of any litigation or arbitral proceedings relating to 
such default, and furthermore, the Damaged Parties shall also have the right to request the Default Party to enforce this Agreement and request the 
relevant arbitral institution or court to rule 
7
 

specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Default Party to assume all 
liabilities caused by its default, and provide all liquidated damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the 
Equity Pledge Agreement, and be first compensated with the proceeds from the discounting, auctioning or selling off, and request the Default Party 
to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Damaged Parties shall not prevent them from exercise of 
other remedial rights pursuant to the provisions of this Agreement and the laws.
Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party C or Party B is a Default Party, 
the Damaged Parties will have the right to immediately terminates this Agreement and request the Default Party to provide the liquidated damages. 
If Party A is the Default Party, the Damaged Parties shall waive Party A’s obligation of liquidated damages, and unless otherwise provided, the 
Damaged Party shall not in any event have any right to terminate or cancel this Agreement.
No waiver by Party A of Party B’s and Party C’s breach of contract shall be effective unless made in writing. Any failure or delay by Party A 
to exercise any of its right or remedy hereunder shall not constitute a waiver thereof by Party A; partial exercise of the rights or remedies shall also 
not preclude any further exercise of other rights or remedies.
 
VII. Effectiveness and Term
1.
This Agreement shall take effect from the date of official signing or sealing by the Parties.
2.
This Agreement shall terminate automatically after Party A and/or the Person designated by it fully exercises its right to purchase all 
equity interests held by Party B in Party C in accordance with this Agreement.
 
VIII. Confidentiality
1.
The Parties acknowledge and confirm that any oral or written information exchanged among them in respect of this Agreement shall be 
confidential. Each of the Parties shall keep all of such information confidential and shall not disclose any relevant information to any 
third party without written consents of the other Parties, except for:
1)
the information that is known or will be known by the public (not through the disclosure by any of the receiving Parties of such 
information);
2)
the information that is required to be disclosed by applicable laws or regulations or rules or regulations of any stock exchange or 
requirements of any regulatory authority; or
3)
the information that is required to be disclosed by any Party to its legal counsel or financial advisor in respect of the transaction referred 
to herein, and such legal counsel or financial advisor shall also comply with the confidential liabilities similar to this clause.
 
2.
Any disclosure of confidential information by any of the staff members or agencies engaged by any Party shall be deemed as disclosure 
of confidential information by such Party, and such Party shall assume liabilities for breach of contract.
 
3.
The Parties agree that this clause shall survive the invalidity, change, termination or inoperativeness of this Agreement.
 
8
 

IX.
Force Majeure
1.
If a Party is unable to perform its obligations under this Agreement due to a force majeure event, such obligations under this Agreement 
shall be exempted to the extent that they are affected by the force majeure. For the purposes of this Agreement, a force majeure event 
only includes natural disasters, storm, tornado and other acts of nature, strikes, lockout/shutdown or other industrial issues, wars, riots, 
conspiracy, hostility, terrorist activities or acts of violence by criminal organizations, blockade, severe diseases or epidemic, earthquake 
or other crustal movements, flood and other natural disasters, bomb explosion or other explosions, fire, accidents or governmental 
activities which make such Party unable to perform this Agreement.
2.
 In event of a force majeure event, the Party being affected by the force majeure event shall use its efforts to mitigate and eliminate the 
consequences of the force majeure event, and shall be liable for performing the delayed and impeded obligations under this Agreement. 
The Parties agree to use their best efforts to continue to perform this Agreement after the end of the force majeure event.
3.
If there is a possibility that a force majeure event may occur, as a result of which the performance of this Agreement will be delayed or 
impeded or will be threatened to be delayed or impeded, the relevant Party shall immediately notify the other Parties in writing and 
provide all relevant materials.
 
X.
Change in Circumstances
1.
As supplementary and subject to other provisions of the VIE Agreements, if any promulgation of or any amendment to any PRC Laws, 
regulations or rules, or any change of the interpretation or application of such laws, regulations and rules, or any change of relevant 
registration procedures at any time makes Party A believe that the maintenance of the validity of this Agreement and/or the acceptance 
of Party C’s Equity Interest Call option granted by Party B in the manner provided herein will become illegal or in contravention with 
such laws, regulations or rules, Party B or Party C shall, as instructed in writing and reasonably requested by Party A, immediately take 
any action and/or execute any agreement or other document in order to:
1)
maintain the validity of this Agreement;
2)
exercise the Equity Interest Call Option in the manner provided herein; and/or
3)
realize the intentions and purposes of this Agreement in the manner provided herein or otherwise.
 
XI.
Miscellaneous
1.
Each of Party C and its shareholder Party B agrees that Party A may transfer its rights and obligations hereunder to its designee by 
giving written notice to Party C and its shareholder; provided that each of Party C and its shareholder may not transfer its rights, 
obligations or duties hereunder to any third party without the prior written consent of Party A. Each of the successors or permitted 
assignees (if any) of Party C and its shareholder shall continue to perform all of the respective obligations of Party C, its shareholder 
hereunder.
2.
The execution, validity, interpretation, performance, alteration and termination of this Agreement and dispute resolution relating thereto 
shall be governed by the PRC Laws.
3.
Any dispute, controversy or claim arising from, or in connection with, this Agreement or 
9
 

the performance, interpretation, breach, termination or validity of this Agreement shall be settled through friendly consultations. Such 
consultations shall start immediately after one Party to the dispute has delivered to the other Parties to the dispute a written consultation 
request notice stating the dispute and claims in details.
4.
If such dispute cannot be settled within thirty (30) days upon delivery of the said notice, any Party shall have the right to submit such 
dispute to arbitration. The Parties agree to submit such dispute to China International Economic and Trade Arbitration Commission for 
arbitration in accordance with its arbitration rules then in effect. The place of the arbitration shall be Shanghai. The arbitral award shall 
be final and legally binding on the Parties. The arbitration commission shall have the right to rule indemnifying or compensating Party A 
against the losses suffered by it due to the breach of contract by other Parties hereto in respect of Party C’s equity interests, or Party C’s 
assets or property interests, or issue injunctive relief or order Party C to enter into bankruptcy to enter into dissolution or liquidation in 
respect of relevant business or compulsory asset transfer. After the arbitral award becomes effective, any Party has the right to apply to 
any competent court for enforcing the arbitral award.
5.
During the arbitration period, the Parties hereto shall continue to perform their respective other obligations hereunder.
6.
Any right, power and remedy granted to a Party under any provisions of this Agreement shall not preclude any other rights, powers or 
remedies of such Party provided by law and other provisions of this Agreement, and the exercise by a Party of its rights, powers and 
remedies shall not preclude it from exercising its other rights, powers and remedies.
7.
Any failure or delay by a Party to exercise any of its rights, powers and remedies pursuant to this Agreement or laws shall not result in 
waiver thereof, and any single or partial waiver of such Party’s rights shall not preclude such Party from exercising such rights in other 
way or exercising such Party’s other rights.
8.
The headings to clauses of this Agreement are inserted for index only, and in no event shall be used for, or affect, the interpretation of 
the provisions of this Agreement.
9.
Each provision of this Agreement is severable and independent from any other clauses and, if any one or more provision hereof becomes 
invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provisions of this Agreement shall 
not be affected thereby.
10.
Amendment to this Agreement
1)
Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may 
make amendments or supplements to this Agreement, and take all necessary steps and actions, at their cost, to render such amendments 
or supplements legal and effective.
2)
If any stock exchange or other regulatory authority proposes any amendment to this Agreement, or any change of relevant listing rules 
or relevant requirements is applicable to this Agreement, the Parties shall make amendments to this Agreement accordingly.
11.
This Agreement is made in Chinese in four originals. The Parties hereto shall each hold one copy. 
(There is no text below) 
10
 

 
(There is no text on this page which is the signature page
of the Exclusive Call Option Agreement.) 
 
 
 
Peiqing Tian
 
 
Signature:  /s/ Peiqing Tian 
 
 
11
 

 
(There is no text on this page which is the signature page
of the Exclusive Call Option Agreement.) 
 
 
 
Peihua Tian
 
 
Signature:  /s/ Peihua Tian
12
 

 
(There is no text on this page which is the signature page
of the Exclusive Call Option Agreement.) 
 
 
 
Shanghai Fuxi Information Technology Service Co., Ltd. [Company Seal Affixed]
 
13
 

 
(There is no text on this page which is the signature page
of the Exclusive Call Option Agreement.) 
 
 
 
Shanghai Luoliang Network Technology Co., Ltd.  [Company Seal Affixed]
14
 

Exhibit 4.27
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Equity Pledge Agreement
 
This Equity Pledge Agreement (this “Agreement”) is made on March 6, 2024 by and among:
 
1.
Shanghai Fuxi Information Technology Service Co., Ltd., a wholly foreign-owned enterprise duly established and existing under the laws 
of the PRC (the uniform social credit code: 913100003216954485) having its registered address at Room 213, No. 865, 867, 869 and 877, 
Qiujiang Road, Jing’an District, Shanghai (“Party A” or the“Pledgee” );
 
2.
Shanghai Luoliang Network Technology Co., Ltd., a limited liability company duly established and existing under the laws of the PRC (the 
uniform social credit code: 91310106088554568M ) having its registered address at Room 215-234, No. 865, 867, 869, 877, Qiujiang Road, 
Jing’an District, Shanghai (“Party B”); 
 
3.
Peiqing Tian, an individual (the ID Card No.: ***) having his residential address at *** (“Party C1”); 
Peihua Tian, an individual (the ID Card No.: ***) having his residential address at*** (“Party C2”).
(Party C1 and Party C2, collectively, “Party C” or the “Pledgors”)
 
(The aforesaid shall be individually referred to as a “Party” or collectively referred to as the “Parties”.)
 
WHEREAS:
 
1.
As of the effective date of this Agreement, the Pledgors jointly have the ownership of 100% equity interests of Party B, and the Pledgors’ 
capital contribution and shareholding ratio in the Company are shown in Annex I.
 
2.
In accordance with the Exclusive Call Option Agreement entered into by and among the Parties, upon completion of the transfer of equity on 
March 6, 2024, to the extent that the PRC Laws permit and subject to relevant conditions, if Party A, at its own discretion, proposes a purchase 
request, Party C shall, at the request of Party A, transfer all or part of equity interests held by it in Party B to Party A and/or any other entity or 
individual as designated by Party A.
 
3.
In accordance with the Shareholder Voting Rights Proxy Agreement entered into by and among the Parties on March 6, 2024, Pledgors 
irrevocably and fully delegates the exercise of all of its shareholder voting rights in the Company to the person then designated by Pledgee on 
behalf of Pledgors.
 
4.
In accordance with the Exclusive Service Agreement entered into by Pledgee and the Company on March 6, 2024, the Company exclusively 
engages Pledgee to provide relevant technical services and consulting services and agrees to pay the corresponding service fees to Pledgee for 
such technical services and consulting services.
 
1
 

5.
As a security for the performance by Pledgors and of the Contractual Obligations and the discharge of the Secured Debts, Pledgors are willing 
to create a pledge over all equity interests held by them in the Compnay in favor of Pledgee and grant Pledgee the first ranking pledge, and the 
Company agrees on such equity pledge arrangement.
 
Therefore, the Parties, through friendly negotiation, hereby agree as follows.
 
1.
Definition and Interpretation
 
Unless the context otherwise requires, in this Agreement, the following terms shall be construed as follows:
 
“Contractual Obligations” shall mean the obligations of Pledgors under the Exclusive Call Option Agreement and the Shareholder Voting 
Rights Proxy Agreement; the obligations of the Company under the VIE Agreements, and; the obligations of Pledgors and the Company 
under this Agreement.
“Secured Debts” shall mean all direct, indirect or derivative losses and foreseeable benefit losses incurred by Pledgee due to any Default 
Event occurring on the part of Pledgors and/or the Company, including but not limited to, reasonable business plans and profit projections of 
Pledgee, fees payable by the Company under the Exclusive Service Agreement, and all fees arising out of the act of Pledgee to force Pledgors 
and/or the Company to perform their Contractual Obligations.
“VIE Agreements” shall mean the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy 
Agreement.
“Default Event” shall mean any of the following: any Pledgor violates any of their Contractual Obligations under the Exclusive Call Option 
Agreement and the Shareholder Voting Rights Proxy Agreement; the Company violates any of its Contractual Obligations under VIE 
Agreements.
“Pledged Equity” shall mean Pledgee’s equity and interests legally owned by Pledgors when this Agreement comes into force and pledged to 
Pledgee as a security for the performance by the Company and Pledgors and of the Contractual Obligations in accordance with this 
Agreement (the specific pledged equity of each Pledgor is shown in Annex I), and the increased capital contribution made in accordance with 
Clause 2.6 and Clause 2.7 of this Agreement and relevant dividends.
  “PRC Law” shall mean the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding 
regulatory documents of the People’s Republic of China in effect at the time.
 
Any reference to any PRC Law in this Agreement shall be deemed to (1) include references to amendments, changes, additions and re-
enactments of such PRC Law, whether in force before or after the conclusion of this Agreement; and (2) include references to other decisions, 
notifications and regulations made in accordance with or in force as a result thereof its provisions
 
Unless the context of this Agreement indicates otherwise, references in this Agreement to terms, clauses, items, paragraphs are to the 
corresponding sections of this Agreement.
 
2.
Equity Pledge
2.1.
As the collateral for the timely and full payment of the Secured Debts and the performance of the Contractual Obligations, Pledgors 
hereby create a first ranking pledge over the Pledged Equity that it legally owns and has the right to dispose of in favor of Pledgee in 
accordance with this Agreement. The Company agrees that Pledgors may create pledge over the equity interests in favor of Pledgee in 
accordance with this Agreement.
 
2.2.
Pledgors agree and undertake that, upon the execution of this Agreement, Pledgors shall immediately record the equity pledge 
arrangement hereunder on the register of shareholders of the Company on the date on which this Agreement is executed.  And 
2
 

Pledgors further undertake that they shall use their best efforts and take all necessary means to apply to the appropriate industrial and 
commercial administration authorities for registering the creation (or change) of the equity pledge under this Agreement. Pledgors and 
Pledgee shall submit all necessary documents and carry out all necessary procedures in accordance with PRC Laws and the requirements
of the relevant industrial and commercial administration authorities to ensure that the equity pledge is registered as soon as possible after 
the application is submitted.
 
2.3.
Within the term of this Agreement, Pledgee shall not be liable for any decrease in the value of the equity interests, unless it is due to 
Pledgee’s willful misconduct or gross negligence, nor shall Pledgors be entitled to the right of recourse in any form or propose any claim 
against Pledgee.
 
2.4.
Without prejudice to the provisions in Clause 2.3 of this Agreement, if there is any possibility that the value of the equity interests may 
decrease significantly, as a result of which the rights of Pledgee may be impaired, Pledgors agree that Pledgee may act on behalf of 
Pledgors to auction or sell the equity interests at any time and reach an agreement with Pledgors to use the amount received from the 
such auction or sale to prepay the Secured Debts or lodge such amount with the notary office at the place where Pledgee is located (any 
fee arising therefrom shall be paid from the amount received from the auction or sale). In addition, Pledgors shall provide other 
properties to the satisfaction of Pledgee as a security.
 
2.5.
Upon the occurrence of any Default Event, Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Clause 
4 hereof.
 
2.6.
During the term of this Agreement, with Pledgee’s prior written consent, Pledgors may increase their capital contribution to the 
Company. The increased capital contribution made by Pledgors in the Company shall also constitute the Pledged Equity and relevant 
equity pledge registration shall be completed as soon as possible.
 
2.7.
During the Term of Pledge, to the extent that the PRC Law permits, Pledgee has the right to receive any distributions, dividends or other 
distributable interests arising from the equity interests. With the prior written consent of Pledgee, Pledgors may receive dividends or 
distributions in respect of the Pledged Equity. The dividends or distributions received by Pledgors in respect of the Pledged Equity shall 
be deposited in the designated account of Pledgee, held in escrow by Pledgee, and shall first be used to satisfy the Secured Debts.
 
3.
Release of Pledge
3.1.
Upon full and complete performance of all Contractual Obligations and satisfaction of all Secured Debts by Pledgors and the Company, 
Pledgee shall, at the request of Pledgors, at the earliest reasonably practicable time, release the pledge of equity interests under this 
Agreement, and cooperate with Pledgors in the cancellation of the registration of the pledge of equity interests in the register of 
shareholders of the Company and the registration of the cancellation of the pledge in the relevant industrial and commercial 
administration authorities, and the reasonable costs arising from the release of the pledge of equity interests shall be borne by Pledgee.
 
4.
Disposal of the Pledged Equity
4.1.
The Parties agree that if any Default Event occurs, Pledgee shall, after giving a written notice to Pledgors, have the right to exercise all 
remedies available to it in accordance with the PRC Laws and regulations, the VIE Agreements and this Agreement, including (but not 
limited to) the auction or sale of the pledged equity for priority payment. Pledgee shall not be liable for any loss arising from the 
reasonable exercise of such rights and powers by it.
 
4.2.
Pledgee has the right to appoint its legal counsel or other proxy in writing to exercise any 
3
 

and all of its rights mentioned above, and Pledgors or the Company shall not propose any objection.
 
4.3.
Pledgee has the right to deduct the actual fees in connection with its exercise of any or all rights and powers mentioned above from the 
amount received from its exercise of the rights.
 
4.4.
The amount received by Pledgee from the exercise of its rights and powers shall be used to pay following items in the order set forth 
below:
 
First: all the fees in connection with the disposal of the Pledged Equity and the exercise by Pledgee of its rights (including the 
compensation paid to its legal counsel and proxy);
 
Second: the taxes payable in connection with the disposal of the Pledged Equity; and
 
Third: the Secured Debts owed to Pledgee.
 
If there is any remaining amount after the deduction of above items, Pledgee shall return such remaining amount to Pledgors or other 
person who has the right to such amount according to the relevant laws and regulations or withdraw the balance to the notary office at the 
place where Pledgee is located (any expenses arising therefrom shall be borne by Pledgee).
 
4.5.
Pledgee has the right to exercise any of its remedies at the same time or in a sequential order, and Pledgee’s exercise of its right to 
auction or sell the Pledged Equity under this Agreement is not subject to the prior exercise of any other remedy.
 
5.
Fee and Expense
5.1.
All actual expenses in connection with the creation of the equity pledge under this Agreement, including but not limited to any stamp 
duty, any tax, charge and legal fee, shall be assumed by Pledgee.
 
6.
Continuity and No Waiver
6.1.
The equity pledge hereunder is a continuous guarantee, and shall remain valid until the full performance of the Contractual Obligations 
or the full repayment of the Secured Debts. Exemption or grace period by Pledgee for any breach or delay by Pledgee in its exercise of 
any of its rights under the VIE Agreements and this Agreement shall not affect the rights of Pledgee pursuant to this Agreement, relevant 
PRC Laws and VIE Agreements to demand at any time hereafter the strict performance of the VIE Agreements and this Agreement by 
Pledgors and the Company, or the rights that Pledgee may have arising from subsequent breach of the VIE Agreements and/or this 
Agreement by Pledgors and the Company.
 
7.
Representations and Warranties of Pledgors
Each Pledgor represents and warrants to Pledgee that:
7.1.
Pledgor is a citizen of the PRC, have full capacity for civil conduct and may execute this Agreement pursuant to law and assume legal 
obligations in accordance with this Agreement.
 
7.2.
All reports, documents and information provided by Pledgors to Pledgee before this Agreement comes into force in connection with 
Pledgors and all matters as required for this Agreement are true, accurate and complete in material respects when this Agreement comes 
into force.
 
7.3.
All reports, documents and information provided by Pledgors to Pledgee after this Agreement comes into force in connection with 
Pledgors and all matters as required for this Agreement are true, valid and complete in material respects when they are provided.
4
 

 
7.4.
At the time when this Agreement comes into force, Pledgors are the sole legal owners of the Pledged Equity and have the right to dispose 
of the Pledged Equity, and there is no dispute on the ownership of the Pledged Equity.
 
7.5.
Except for the security interest established on the Pledged Equity pursuant to this Agreement and the rights under VIE Agreements, the 
Pledged Equity is free of any other security interest or third party interest and any other restrictions.
 
7.6.
The Pledged Equity can be pledged and transferred in accordance with law, and Pledgors have full rights and powers to pledge the 
Pledged Equity to Pledgee in accordance with this Agreement and have the right to dispose of all or any part of the Pledged Equity.
 
7.7.
This Agreement, once duly signed by Pledgors, constitutes the legal, effective and binding obligation of Pledgors.
 
7.8.
Any consent, license, waiver or authorization required to be obtained from any third person or any approval, permit, exemption of any 
government authority, or any registration or filing formalities (if required by laws) with any government authority in respect of the 
execution and performance of this Agreement and the equity pledge under this Agreement has been obtained or completed, and will be 
fully effective during the term of this Agreement.
 
7.9.
The execution and performance by Pledgors of this Agreement are not in violation of or conflict with any applicable laws, or any 
agreement to which it is a party or which is binding on its assets, any judgment by the court, any arbitration award by the arbitration 
institution, or any decision by administrative authority.
 
7.10. The pledge under this Agreement constitutes the first ranking security interest over the Pledged Equity.
 
7.11. All taxes and fees payable for the acquisition of the Pledged Equity have been fully paid by Pledgors.
 
7.12. There is no pending or, to the knowledge of Pledgors, threatening litigation, legal proceeding or claim in any court or arbitral tribunal 
against Pledgors or their assets or the Pledged Equity, and, meanwhile, there is no pending or, to the knowledge of Pledgors, threatening 
litigation, legal proceeding or claim in any governmental authority or administrative authority against Pledgors or their assets or the 
Pledged Equity, which will have adverse effect on the economic condition of Pledgors or their abilities to perform the obligations and
security liabilities under this Agreement.
 
7.13. The above representations and warranties made by Pledgors to Pledgee will be true, accurate and complete at any time and in any 
condition prior to the full performance of the Contractual Obligations or full discharge of the Secured Debts, and will be fully complied 
with.
 
8.
Representations and Warranties of the Company
The Company represents and warrants to Pledgee that:
8.1.
The Company is a limited liability company registered and duly existing in accordance with the PRC Law, having independent legal 
person status. It has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can act as a 
party in litigation independently.
 
8.2.
All reports, documents and information provided by the Company to Pledgee before this Agreement comes into force in connection with 
the Pledged Equity and all matters as required for this Agreement are true, accurate and complete in material respects when this 
5
 

Agreement comes into force.
 
8.3.
All reports, documents and information provided by the Company to Pledgee after this Agreement comes into force in connection with 
the Pledged Equity and all matters as required for this Agreement are true, valid and complete in material respects when they are 
provided.
 
8.4.
This Agreement, once duly executed by the Company, constitutes the legal, effective and binding obligation of the Company.
 
8.5.
The Company has full corporate internal power and authorization to execute and deliver this Agreement and any other documents to be 
executed by it in connection with the transaction under this Agreement, and it has full power and authorization to complete the 
transaction under this Agreement.
 
8.6.
There is no pending or, to the knowledge of the Company, threatening litigation, legal proceeding or claim in any court or arbitral 
tribunal against Party B or its assets, and, meanwhile, there is no pending or, to the knowledge of the Company, threatening litigation, 
legal proceeding or claim in any governmental authority or administrative authority against the Company or its assets, which will have 
adverse effect on the economic condition of the Company or Pledgors’ abilities to perform the obligations and security liabilities under 
this Agreement.
 
8.7.
The Company hereby agrees to be jointly and severally liable to Pledgee for the representations and warranties made by each Pledgor 
under Clause 7.4, 7.5, 7.6, 7.8 and 7.10 of this Agreement.
 
8.8.
The above representations and warranties made by the Company to Pledgee will be true, accurate and complete at any time and in any 
condition prior to the full performance of the Contractual Obligations or full discharge of the Secured Debts, and will be fully complied 
with.
 
9.
Undertakings of Pledgors
Each Pledgor undertakes to Pledgee that:
9.1.
Without the prior written consent of Pledgee, Pledgors shall not create any new pledge or encumbrance over the Pledged Equity. Any 
pledge or any other encumbrance created over all or part of the Pledged Equity without the prior written consent of Pledgee shall be 
ineffective.
 
9.2.
Without the prior written notice to and the prior written consent of Pledgee, Pledgors shall not transfer the Pledged Equity, and all of 
Pledgors’ actions of proposed transfer of the Pledged Equity are ineffective. Whether the prior written consent of Pledgee is obtained or 
not, the proceeds from transfer of the Pledged Equity by Pledgors shall be first used to prepay Pledgee for the Secured Debts or lodged
with the third party as agreed with Pledgee to continue to secure the Secured Debts.
 
9.3.
When there is any lawsuit, arbitration or other claim which may have adverse effects on the interests or the Pledged Equity of Pledgors 
or Pledgee under the VIE Agreements, Pledgors assure that they will timely notify Pledgee in writing as soon as possible, and as 
reasonably requested by Pledgee, take all necessary measures to ensure the pledge interests of Pledgee in the Pledged Equity.
 
9.4.
Pledgors undertake to complete the registration procedures for the extension of the term of operation of the Company within three (3) 
months prior to the expiration of the term of operation of the Company in order for the validity of this Agreement to continue.
 
9.5.
Pledgors shall not engage in or permit any action or act that may have adverse effects on 
6
 

the interests or Pledged Equity of Pledgee under the VIE Agreements. Pledgors shall waive their rights of first refusal when the Pledged
Equity are realized by Pledgee, and agree to the relevant equity transfer.
 
9.6.
Pledgors assure that, as reasonably requested by Pledgee, they will take all measures and execute all documents (including but not 
limited to the supplements to this Agreement) necessary to ensure the pledge interests of Pledgee in the Pledged Equity and the exercise 
and realization of such rights.
 
9.7.
When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equity, Pledgors assure that they will take all 
measures to realize such equity transfer.
 
9.8.
Pledgors ensure that the convening procedures, voting manner and contents of the shareholders’ meeting and the board of directors’ 
meeting convened for the purpose of concluding this Agreement, creating the pledge and exercising the pledge do not violate laws, 
administrative regulations or the articles of associations.
 
9.9.
Pledgors guarantee to Pledgee that Pledgors, together with the other shareholders, are jointly and severally liable for the obligations 
under this agreement.
 
10. Undertakings of the Company
10.1. If there is any consent, license, waiver or authorization required to be obtained from any third person or any approval, permit, exemption 
of any government authority, or any registration or filing formalities (if required by laws) with any government authority in respect of the 
execution and performance of this Agreement and the equity pledge under this Agreement, the Company will endeavor to assist in 
obtaining and keeping in full force and effect such documents during the term of this Agreement..
 
10.2. Without the prior written consent of Pledgee, it will not help or permit Pledgors to create any new pledge or any other security interests 
on the Pledged Equity.
 
10.3. Without the prior written consent of Pledgee, it will not help or permit Pledgors to transfer the Pledged Equity.
 
10.4. When there is any lawsuit, arbitration or other claim which may have adverse effects on the Company, the Pledged Equity or the interests 
of Pledgee under the VIE Agreements, the Company assures that it will timely notify Pledgee in writing as soon as possible, and as 
reasonably requested by Pledgee, take all necessary measures to ensure the pledge interests of Pledgee in the Pledged Equity.
 
10.5. The Company undertakes to complete the registration procedures for the extension of the term of operation of the Company within three 
(3) months prior to the expiration of the term of operation of the Company in order for the validity of this Agreement to continue.
 
10.6. The Company shall not engage in or permit any action or act that may have adverse effects on the interests or Pledged Equity of Pledgee 
under the VIE Agreements.
 
10.7. The Company assures that, as reasonably requested by Pledgee, it will take all measures and execute all documents (including but not 
limited to the supplements to this Agreement) necessary to ensure the pledge interests of Pledgee in the Pledged Equity and the exercise 
and realization of such rights.
 
10.8. When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equity, the Company assures that it will take all 
measures to realize such equity transfer.
 
11. Change in Circumstances
11.1. Subject to no contradiction with other terms of the VIE Agreements, if any promulgation 
7
 

of or any amendment to any PRC Laws, regulations or rules, or any change of the interpretation or application of such laws, regulations 
and rules, or any change of relevant registration procedures at any time makes Pledgee believe that the maintenance of the validity of this 
Agreement and/or the disposal of Pledged Equity in the manner provided by this Agreement becomes illegal or violates such laws, 
regulations or rules, Pledgors and Party B shall, as instructed by Pledgee in writing and as reasonably requested by Pledgee, immediately 
take any action and/or execute any agreement or other document in order to:
1)
maintain the validity of this Agreement;
2)
dispose of the Pledged Equity in the manner provided by this Agreement; and/or
3)
maintain the security created or intended to create by this Agreement.
 
12. Term of Pledge
12.1. This Agreement shall become effective when it has been duly signed by the Parties and the pledge of equity under this Agreement has 
been recorded in the Company’s register of shareholders in accordance with the law.  And Pledgors shall, in good faith, make every effort 
to register such equity pledge with the competent administrative department for industry and commerce within the shortest possible time, 
and for this purpose, Pledgors shall apply for registration with the competent administrative department for industry and commerce as 
soon as possible after the effective date of this Agreement.
 
Pledgors shall deliver to Pledgee for safekeeping the certificate of its equity contribution in the Company and the register of shareholders 
recording the pledge right on the effective date of this Agreement. Pledgors shall provide Pledgee with the certificate of registration of 
the pledge issued by the administration department for industry and commerce in a form satisfactory to Pledgee after the effective date of 
this Agreement upon the request of Pledgee. Pledgee shall keep these items for the entire duration of the pledge under this Agreement.
 
12.2. The term of this Agreement shall be until the Contractual Obligations have been fully performed or the Secured Debts have been fully 
discharged.
 
13. Notice
13.1. Any notices, requests, demands and other communications required by or under this Agreement shall be in writing and served on the 
Party concerned.
 
13.2. The abovementioned notice or other communication shall be deemed to be served: upon dispatch if sent by facsimile; upon personal 
delivery if delivered in person; five (5) days after posting if sent by mail; or on the date of receipt by the Party to be served if sent by 
courier. However, if the notice is returned due to the fault of the Party to be served or the Party to be served refuses to sign for it, the 
notice shall be deemed to be served on the date it is returned. If the notice is sent in more than one of the above forms at the same time, 
the earliest deemed time of delivery shall prevail.
 
14. Miscellaneous
14.1. Pledgors and the Company agree that Pledgee may assign its rights and/or obligations under this Agreement to any third party upon 
notice by Pledgee to Pledgors and the Company; but Pledgors or the Company shall not assign their respective rights and obligations 
under this Agreement to any third party unless Pledgee agrees in writing in advance. Pledgors, the Company and their successor or 
permitted assignee (if any) shall continue to perform their respective obligations under this Agreement.
 
14.2. The amount of Secured Debts determined by Pledgee on its own when exercising its pledge right over the Pledged Equity pursuant to the 
provisions of this Agreement shall be the definitive evidence for the Secured Debts under this Agreement.
 
14.3. This Agreement is drawn up in Chinese in four originals. Each of the Parties shall hold 
8
 

one counterpart.
 
14.4. The execution, validity, interpretation, performance, revision and termination of this Agreement and dispute settlement in respect hereof 
shall be governed by the PRC Law.
 
14.5. Any dispute arising from, or in connection with, this Agreement shall be settled through friendly negotiation. If such dispute fails to be 
settled within thirty (30) days after the dispute arises, either Party shall have the right to submit such dispute to arbitration. The Parties 
agree to submit such dispute to Shanghai International Arbitration Center for arbitration in accordance with its arbitration rules then in 
effect. The place of the arbitration shall be Shanghai. The arbitral award shall be final and legally binding on the Parties.
 
14.6. Any right, power and remedy granted to a Party under any provisions of this Agreement shall not preclude any other right, power or 
remedy available to such Party pursuant to laws and other provisions under this Agreement, and the exercise by a Party of its rights, 
powers and remedies shall not preclude the exercise by such Party of its other rights, powers and remedies.
 
14.7. No failure or delay by a Party in exercising any of its rights, powers and remedies pursuant to this Agreement or laws (“Such Party’s 
Rights”) shall be construed as a waiver of Such Party’s Rights, and no single or partial waiver of Such Party’s Rights shall preclude the 
exercise by such Party of such rights in other way and the exercise of other Such Party’s Rights.
 
14.8. The headings to Clauses of this Agreement are inserted for index only, and in no event shall be used for, or affect, the interpretation of 
the provisions of this Agreement.
 
14.9. Each provision of this Agreement is severable and distinct from the others and, if any one or more provision hereof becomes invalid, 
illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be 
affected.
 
14.10.Any amendment or supplement to this Agreement must be in writing and, except for the assignment by Pledgee of its rights under this 
Agreement in accordance with the provisions of Clause 14.l, no amendment or supplement to this Agreement shall be effective until it 
has been duly signed by the Parties hereto.
 
14.11.This Agreement shall be binding on the legal successors of the Parties.
 
14.12.Concurrently with the execution of this Agreement, each Pledgor shall execute a power of attorney (“Power of Attorney”) for any person 
designated by Pledgee to execute any and all legal documents necessary for Pledgee to exercise its rights under this Agreement on behalf 
of Pledgors. Such Power of Attorney shall be deposited with Pledgee and may be delivered by Pledgee to the relevant governmental 
authorities at any time if required.
(There is no text below) 
9
 

 
(There is no text on this page which is the signature page
of the Equity Pledge Agreement.) 
 
 
 
Peiqing Tian
 
 
Signature:  /s/ Peiqing Tian 
 
 
10
 

 
(There is no text on this page which is the signature page
of the Equity Pledge Agreement.) 
 
 
 
Peihua Tian
 
 
Signature:  /s/ Peihua Tian
11
 

 
(There is no text on this page which is the signature page
of the Equity Pledge Agreement.) 
 
 
 
 
Shanghai Fuxi Information Technology Service Co., Ltd. [Company Seal Affixed]
 
12
 

 
(There is no text on this page which is the signature page
of the Equity Pledge Agreement.) 
 
 
 
 
Shanghai Luoliang Network Technology Co., Ltd. [Company Seal Affixed]
13
 

Exhibit 4.28
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Shareholder Voting Rights Proxy Agreement
 
This Shareholder Voting Rights Proxy Agreement (this “Agreement”) is made on March 6, 2024 by and among::
 
1.
Shanghai Fuxi Information Technology Service Co., Ltd. , a wholly foreign-owned enterprise duly established and existing under the laws 
of the PRC (the uniform social credit code: 913100003216954485) having its registered address at Room 213, No. 865, 867, 869 and 877, 
Qiujiang Road, Jing’an District, Shanghai (“Party A”);
 
2.
Shanghai Luoliang Network Technology Co., Ltd.  (hereinafter “Party B”), a limited liability company duly established and existing under 
the laws of the PRC (the uniform social credit code: 91310106088554568M ) having its registered address at Room 215-234, No. 865, 867, 
869, 877, Qiujiang Road, Jing’an District, Shanghai; 
 
3.
Peiqing Tian, an individual (the ID Card No.: ***) having his residential address at *** (“Party C1”); 
Peihua Tian, an individual (the ID Card No.: ***) having his residential address at *** (“Party C2”).
(Party C1 and Party C2, collectively, “Party C”)
 
(The aforesaid shall be individually referred to as a “Party” or collectively referred to as the “Parties”.)
 
WHEREAS:
 
1.
Party C jointly has the ownership of 100% equity interests of Party B (“Party B’s Equity Interests”).
 
2.
Party A is a wholly foreign-owned enterprise registered in Shanghai, the PRC.
 
3.
In order to secure the performance of the VIE Agreements (as defined below) and protect Party A’s legitimate interests, Party C intends to 
entrust the individual or entity as designated by Party A to exercise the Entrusted Rights (as defined below) held by it in Party B, and Party A 
intends to designate such individual or entity to accept the entrustment.
 
Therefore, the Parties, through friendly negotiation, hereby agree as follows.
 
1.
Definition and Interpretation
Unless the context otherwise requires, in this Agreement, the following terms shall be construed as follows:
 “VIE Agreements” shall mean the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights 
Proxy Agreement and the Equity Pledge Agreement entered into by and among Party A, Party B and Party C, including any supplemental 
agreements or amendments to such agreements, and any other agreements, contracts or legal 
1
 

documents executed or issued by one or more Parties from time to time to ensure the performance of the aforesaid agreements, signed or 
accepted by Party A in writing.
“Exclusive Service Agreement” shall mean the Exclusive Service Agreement entered into by and among the Parties hereto on March 6, 
2024, pursuant to which Party A shall provide relevant exclusive technological service, management consulting and other services to Party B.
“Exclusive Call Option Agreement” shall mean the Exclusive Call Option Agreement entered into by and among the Parties hereto on 
March 6, 2024. To the extent that the PRC laws permit and subject to relevant conditions, if Party A, at its own discretion, proposes a 
purchase request, Party C shall, at the request of Party A, transfer all or part of equity interests held by it in Party B to Party A and/or any 
other entity or individual as designated by Party A.
“Equity Pledge Agreement” shall mean the Equity Pledge Agreement entered into by and among the Parties hereto on March 6, 2024, 
pursuant to which Party C will pledge all equity interests held by it in Party B (i.e. Party B’s Equity Interests) to Party A as the pledged 
collateral for the contractual obligations and secured debts under the VIE Agreements.
“Trustor” shall mean Party C acting as the shareholder of Party B.
“Trustee” shall mean Party A or a person as designated by Party A in accordance with Clause 3 hereof who accepts the entrustment by the 
Trustor.
“PRC” shall mean the People’s Republic of China (for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, 
Macao Special Administrative Region and Taiwan).
 
2.
Entrusted Rights
2.1.
Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the “Power of Attorney”) in the substance and 
form as shown in Appendix 1 hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated 
by Party A according to Party A’s instruction (the “Trustee”) to exercise all shareholders’ rights available to it as the shareholders of 
Party B in accordance with Party B’s articles of association then in effect and applicable laws and regulations. Such shareholders’ rights 
(the “Entrusted Rights”) include without limitation:
1)
acting as the proxy of Party C to propose, convene or attend as an observer a shareholders’ meeting in accordance with Party B’s 
articles of association;
2)
exercising all shareholders’ rights and shareholders’ voting rights available to Party C in accordance with the PRC laws (including 
any law, regulation, rules, notification, interpretation or other binding document promulgated by any central or local legislative, 
administrative and judicial authority before or after the execution of this Agreement, the “PRC Law”) and Party B’s articles of 
association (including any other shareholder’s voting rights provided for in the amendments of such articles of association), 
including but not limited to the right to receive dividends, the right to sell, transfer, pledge or dispose of part or all of Party B’s 
Equity Interests; the right to decide the increase or decrease of the registered capital, merger, division and other issues; the right to 
amend the articles of association; the right to decide the operation guidelines and investment plans; the right to determine the 
financial budget and final accounts; the right to decide the allocation plan; the right to decide dissolution and liquidation; the right to 
designate and appoint the members of the liquidation committee; the right to approve liquidation plan and liquidation report, etc;
3)
acting as Party B’s legal representative or acting as Party B’s chairman of the board, managing director or manager and/or acting on 
behalf of Party C to designate, appoint or remove Party B’s legal representative (chairman of the board or managing director), 
directors, supervisors, chief executive officer (or managers) and other senior management members, in accordance with the 
provisions regarding the way in which the legal representative is appointed in Party B’s articles of association;
4)
executing documents (including the minutes of the shareholders’ meetings) and the documents filed with relevant company registry;
5)
acting on behalf of Party B’s registered shareholders to exercise voting rights at the time of Party B’s bankruptcy, liquidation, 
dissolution or termination;
6)
the allocation right in respect of the remaining assets after Party B’s bankruptcy, 
2
 

liquidation, dissolution or termination; and
7)
deciding matters in connection with the delivery or registration of Party B’s relevant documents to or with the governmental 
authorities.
 
2.2.
Without prejudice to the generality of the powers granted under this Agreement, Party A shall have the power and authority hereunder to 
act on behalf of Party C to execute the transfer contract as agreed and defined in the Exclusive Call Option Agreement (when Party C is 
required to be a party to such contract), and perform the provisions of the Equity Pledge Agreement and the Exclusive Call Option 
Agreement executed by Party C as a party thereto on the same date on which this Agreement is executed.
 
2.3.
Party C hereby undertakes that, in case of Party B’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party C 
after Party B’s bankruptcy, liquidation, dissolution or termination (including Party B’s Equity Interests) shall be transferred to Party A 
free of charge or at the minimum price as permitted by the PRC Law then in effect, or the then liquidator shall dispose of all of Party B’s 
assets, including the equity interests, for the purpose of protecting the interests of Party A’s direct or indirect shareholders and/or 
creditors.
 
2.4.
The Trustee and/or Party A exercises the Entrusted Rights as if Party C exercises the shareholders’ rights. When Party A issues a written
notice to Party C to replace the Trustee, Party C shall immediately instruct the other entity or individual as designated by Party A then to 
exercise the aforesaid Entrusted Rights, and sign a Power of Attorney in the substance and form as shown in Appendix 1 hereto. Once 
such new Power of Attorney is signed, it shall replace the original Power of Attorney. Meanwhile, Party C shall also announce or clarify 
that the original Power of Attorney has been abolished by notifying relevant persons or in other publicity form. In addition, Party C shall 
not revoke the entrustment and authorization granted to the Trustee and/or Party A.
 
2.5.
Party C shall confirm and acknowledge, and assume relevant legal liabilities in respect of, any legal consequence arising from the 
exercise of the aforesaid Entrusted Rights by the Trustee and/or Party A.
 
2.6.
All acts performed by the Trustee and/or Party A in respect of Party B’s Equity Interests and/or the exercise of the Entrusted Rights by 
the Trustee and/or Party A shall be deemed as acts performed by Party C itself, and all documents executed by the Trustee and/or Party A 
shall be deemed as executed by Party C. The Trustee and/or Party A may perform the aforesaid acts at its own discretion without seeking 
Party C’s prior consent, provided that after the Party B’s resolution or the proposal to hold Party B’s extraordinary general meeting has 
been made, the Trustee and/or Party A shall immediately notify Party C. Party C hereby acknowledges and approves such acts done 
and/or documents executed by the Trustee and/Party A.
 
2.7.
During the term of this Agreement, Party C hereby waives all rights that have been granted to Party A and/or the Trustee hereunder and 
are related to Party B’s Equity Interests, and shall not exercise such rights on its own.
 
2.8.
If Party C deceases, loses the capacity for civil conduct or suffers other incidents that may affect Party C’s exercise of rights related to 
Party B’s Equity Interests held by it, each of the successors of Party C or the then shareholders or assignees of Party B’s Equity Interests 
shall be deemed as a party to this Agreement to succeed/assume all rights and obligations of Party C under this Agreement (as amended 
and restated).
 
3.
Access to Information
3.1.
For the purpose of performing the Entrusted Rights under this Agreement, Party A and/or the Trustee shall have the right to know 
various information related to, among others, Party B’s corporate operation, business, clients, financial affairs and employees, and shall 
have 
3
 

the access to Party B’s relevant materials. Party B shall provide sufficient assistance in respect of this.
 
4.
Exercise of Entrusted Rights
4.1.
Party C shall provide sufficient assistance in connection with the exercise by the Trustee and/or Party A of the Entrusted Rights, 
including, when necessary (for example, in order to meet the requirements to submit documents as required for the approval by, 
registration or filing with, governmental authorities, or the requirements of laws and regulations, regulatory documents, the articles of 
association, or instructions or order of other governmental authorities), immediately executing relevant legal documents, including but 
not limited to a resolution of Party B’s shareholders’ meeting made by the Trustee and/or Party A, or a power of attorney which specifies 
the specific scope of authorization (if any of relevant laws and regulations or articles of association or other regulatory documents 
requires).
 
4.2.
Party C irrevocably agrees that when Party A proposes a written request in respect of the exercise of the Entrusted Rights, Party C shall 
take actions in accordance with the written request within three (3) days after the receipt of such written request, in order to satisfy Party 
A’s request to exercise the Entrusted Rights.
 
4.3.
If at any time during the term of this Agreement, the grant or exercise of the Entrusted Rights under this Agreement cannot be realized 
for any reason (other than Party B or Party C’s breach), the Parties shall immediately seek an alternative plan which comes as close as 
possible to the clauses that are unable to be realized, and execute a supplementary agreement to amend or adjust relevant clauses of this 
Agreement when necessary, in order to ensure the purpose of this Agreement can be realized.
 
5.
Exemption from Liabilities and Compensation
5.1.
The Parties acknowledge that, in no event, Party A shall be required to assume any liabilities, or make any economic or other 
compensations, to other Parties or any third party in respect of the exercise of the Entrusted Rights under this Agreement by it and/or its 
designated Trustee.
 
5.2.
Party C agrees to indemnify and hold harmless Party A against all losses incurred or possibly incurred by it arising from the exercise of 
the Entrusted Rights by it and/or its designated Trustee, including but not limited to any losses arising out of the litigation, recovery, 
arbitration or claim brought by any third party against it or the administrative investigation or punishment made by governmental 
authorities, provided that if the losses are caused by willful misconduct or gross negligence of Party A and/or the Trustee, it shall not be 
indemnified.
 
6.
Representations and Warranties
6.1.
Party C hereby represents and warrants that:
1)
It has full and independent legal status and legal capacity, has obtained proper authorization to execute, deliver and perform this 
Agreement, and can act as a party in litigation independently.
2)
It has full power and authorization to execute and deliver this Agreement and any other documents to be executed by it in 
connection with the transaction under this Agreement, and it has full power and authorization to complete the transaction under this 
Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes the legal and binding 
obligation of it and is enforceable against it in accordance with the clauses hereof.
3)
It is Party B’s legal shareholder registered with the administration for industry and commerce and recorded on the register of 
shareholders when this Agreement comes into force. Other than the rights set forth in this Agreement, the Equity Pledge Agreement 
and the Exclusive Call Option Agreement, no other third party rights exist over the Entrusted Rights. In accordance with this 
Agreement, Party A and/or the 
4
 

Trustee may fully and sufficiently exercise the Entrusted Rights pursuant to Party B’s articles of association then in effect.
4)
Its execution and performance of this Agreement will not violate any PRC Law and regulation, court judgment or arbitral award, or 
any decision, approval or license made by any administrative authority, or any agreement to which it is a party or by which it is 
bound, or any of its articles of association, regulations and rules or other constitutional documents (as applicable), nor result in any 
suspension, revocation or confiscation of, or inability to renew upon the expiration, any governmental authorities’ approval or 
license which is applicable to it.
5)
There is no existing but pending litigation, arbitration or other judicial or administrative proceedings which may affect Party B’s 
ability to perform its obligations under this Agreement, and to the knowledge of Party C, nobody threatens to take such actions.
 
6.2.
Each of Party A and Party B hereby represents and warrants that:
1)
It is a limited liability company duly registered and validly existing in accordance with the laws of the place where it is registered, 
having independent legal person status. It has full and independent legal status and legal capacity to execute, deliver and perform 
this Agreement, and can act as a party in litigation independently.
2)
It has full corporate internal power and authorization to execute and deliver this Agreement and any other documents to be executed 
by it in connection with the transaction under this Agreement, and it has full power and authorization to complete the transaction 
under this Agreement.
3)
Its execution and performance of this Agreement will not violate any PRC Law and regulation, court judgment or arbitral award, or 
any decision, approval or license made by any administrative authority, or any agreement to which it is a party or by which it is 
bound, or any of its articles of association, regulations and rules or other constitutional documents, nor result in any suspension, 
revocation or confiscation of, or inability to renew upon the expiration, any governmental authorities’ approval or license which is 
applicable to it.
4)
There is no existing but pending litigation, arbitration or other judicial or administrative proceedings which may affect Party B’s 
ability to perform its obligations under this Agreement, and, to the knowledge of Party A and Party B, nobody threatens to take such 
actions.
5)
Party C is Party B’s legal shareholder registered with the administration for industry and commerce and recorded on the register of 
shareholders when this Agreement comes into force. Other than the rights set forth in this Agreement, the Equity Pledge Agreement 
and the Exclusive Call Option Agreement, no other third party rights exist over the Entrusted Rights. In accordance with this 
Agreement, Party A and/or the Trustee may fully and sufficiently exercise the Entrusted Rights pursuant to Party B’s articles of 
association then in effect.
 
7.
Transfer
Party A has the right to re-authorize or transfer this Agreement and/or its rights in connection with this Agreement to any other person or entity 
at its own discretion, without notifying Party B or Party C in advance or obtaining Party B or Party C’s consent.
 
8.
Amendment to this Agreement
8.1.
Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may 
make amendments or supplements to this Agreement and take all necessary steps and actions, at their cost, to make such amendments or 
supplements legal and effective.
 
8.2.
If any stock exchange or other regulatory authority propose any amendment to this Agreement, or any change of relevant listing rules or 
relevant requirements is applicable to this Agreement, the Parties shall make amendments to this Agreement accordingly.
 
5
 

9.
Term of this Agreement
This Agreement shall come into force as of the date of execution or affixing seals by the Parties and shall be automatically terminated when 
Party A and/or the person designated by Party A has fully exercised its rights to purchase all equity interests held by Party C in Party B in 
accordance with the Exclusive Call Option Agreement. Once Party A notifies Party C in writing to fully or partially terminate this Agreement 
or change the Trustee, Party C shall immediately revoke the entrustment and authorization granted to Party A and the Trustee hereunder, and 
shall, as instructed by Party A in writing, immediately sign a Power of Attorney in the same form of the Power of Attorney as Appendix 1 
hereto to grant the same authorization and entrustment hereunder to the other person or entity designated by Party A.
 
10. Default
10.1. The Parties agree and acknowledge that if a Party (the “Defaulting Party”) violates any provision under this Agreement or fails or delays 
to perform any obligation under this Agreement, it constitutes a default under this Agreement (a “Default”) and any of other non-
defaulting Parties (the “Non-defaulting Parties”) has the right to require the Defaulting Party to make rectifications or adopt remedial 
measures within a reasonable period. If the Defaulting Party fails to make rectifications or adopt remedial measures within the reasonable 
period or ten (10) days after the other Party issues a written notice to the Defaulting Party requesting to make rectifications, then
1)
in case that Party B or Party C is the Defaulting Party, Party A has the right to unilaterally terminate this Agreement and require the 
Defaulting Party to assume compensation for damages;
2)
in case that Party A is the Defaulting Party, the Non-defaulting Parties shall exempt Party A from assuming compensation for 
damages and, unless otherwise required by law, the Non-defaulting Parties shall, in no event, have the right to terminate or rescind 
this Agreement.
 
10.2. Notwithstanding other provisions in this Agreement, the validity of this Clause 10 shall not be affected by the termination of this 
Agreement.
 
10.3. If Party B is liable to other Parties hereto and/or any third party due to its performance of the rights and obligations under the VIE
Agreements, after Party B has made compensations, Party A has the right to recover from Party C in respect of such compensations.
 
11. Confidentiality Obligations
The Parties acknowledge that any oral or written information exchanged by them in respect of this Agreement shall be confidential 
information. Each of the Parties shall keep all of such information confidential and shall not disclose any relevant information to any third 
party without the other Parties written consents, except for: (a) the information that has been known by the public (not through the disclosure 
by the receiving Party of such information); or (b) the information that is required to be disclosed pursuant to applicable laws or rules or 
regulations of any stock exchange; or (c) the information that is required to be disclosed by any Party to its legal counsel or financial advisor in 
respect of the transaction under this Agreement, which legal counsel or financial advisor shall be bound by the confidentiality obligations 
similar to the obligations in this Clause. Any disclosure of any confidential information made by the staff members or agencies hired by any 
Party shall be deemed as the disclosure of such confidential information made by such Party, and such Party shall assume legal liabilities for 
breach of this Agreement. This Clause shall survive the termination of this Agreement regardless of the reason causing such termination.
 
12. Force Majeure
12.1. If a Party is unable to perform its obligations under this Agreement due to a force majeure event, such obligations under this Agreement 
shall be exempted to the extent that they are affected by the force majeure. For the purpose of this Agreement, a force majeure event only 
includes natural disasters, storm, tornado and other acts of nature, strikes, 
6
 

lockout/shutdown or other industrial issues, wars, riots, conspiracy, hostility, terrorist activities or acts of violence by criminal 
organizations, blockade, severe diseases or epidemic, earthquake or other crustal movements, flood and other natural disasters, bomb 
explosion or other explosions, fire, accidents or governmental activities which make such Party unable to perform this Agreement.
 
12.2. In case of a force majeure event, the Party being affected by the force majeure event shall use its efforts to mitigate and eliminate the 
consequences of the force majeure event, and shall be liable for performing the delayed and impeded obligations under this Agreement. 
The Parties agree to use their best efforts to continue to perform this Agreement after the end of the force majeure event.
 
12.3. If there is a possibility that a force majeure event may occur, as a result of which the performance of this Agreement will be delayed or 
impeded or will be threatened to be delayed or impeded, relevant Party shall immediately notify the other Parties in writing and provide 
all relevant materials.
 
13. Change in Circumstances
13.1. As a supplement and without prejudice to other provisions of the VIE Agreements, if any promulgation of or any amendment to any PRC 
Laws, regulations or rules, or any change of the interpretation or application of such laws, regulations and rules, or any change of 
relevant registration procedures at any time makes Party A believe that the maintenance of the validity of this Agreement or the 
acceptance of the entrustment to exercise its rights in the manner as provided for in this Agreement will become illegal or violate such 
laws, regulations or rules, the trustor shall, as instructed by Party A in writing and as reasonably requested by Party A, immediately take 
any action and/or execute any agreement or other document in order to:
1)
maintain the validity of this Agreement; and/or
2)
realize the intent and purpose of this Agreement in the manner as provided for in this Agreement or in another manner.
 
14. Miscellaneous
14.1. The execution, validity, interpretation, performance, revision and termination of this Agreement and dispute settlement in respect hereof 
shall be governed by the PRC Law.
 
14.2. Any dispute, controversy or claim arising from, or in connection with, this Agreement or the performance, interpretation, breach, 
termination or validity of this Agreement shall be settled through friendly negotiation. Such negotiation shall start immediately after one 
Party to the dispute has delivered to other Parties a written notice for requesting negotiation, in which notice the specific dispute or 
claims shall be specified. If such dispute fails to be settled within thirty (30) days of the delivery of the said notice, either Party shall have 
the right to submit such dispute to arbitration. The Parties agree to submit such dispute to China International Economic and Trade 
Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The place of the arbitration shall be 
Shanghai. The arbitral award shall be final and legally binding on the Parties. The arbitration commission shall have the right, in respect 
of Party B or Party B’s equity interests, property interests or other assets, to award to indemnify or compensate Party A against the losses 
suffered by Party A due to the breach by other Parties hereto, or issue relevant injunctive (for the purpose of operation of business or 
compulsory transfer of assets), or award to dissolve and liquidate Party B. After the arbitral award becomes effective, any Party has the 
right to apply to the competent court for enforcing the arbitral award.
 
14.3. Any right, power and remedy granted to a Party under any provisions of this Agreement shall not preclude any other right, power or 
remedy available to such Party pursuant to laws and other provisions under this Agreement, and the exercise by a Party of its rights, 
powers and remedies shall not preclude the exercise by such Party of its other rights, 
7
 

powers and remedies.
 
14.4. No failure or delay by a Party in exercising any of its rights, powers and remedies pursuant to this Agreement or laws (“Such Party’s 
Rights”) shall be construed as a waiver of Such Party’s Rights, and no single or partial waiver of Such Party’s Rights shall preclude the 
exercise by such Party of such rights in other way and the exercise of other Such Party’s Rights.
 
14.5. The headings to Clauses of this Agreement are inserted for index only, and in no event shall be used for, or affect, the interpretation of 
the provisions of this Agreement.
 
14.6. Each provision of this Agreement is severable and distinct from the others and, if any one or more provision hereof becomes invalid, 
illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be 
affected.
 
14.7. This Agreement shall be binding upon the legitimate successors and assignees of the Parties.
 
14.8. This Agreement is drawn up in Chinese in four originals. Each of the Parties shall hold one counterpart. The counterparts shall have the 
same legal effect.
 
 
(There is no text below) 
8
 

 
(There is no text on this page which is the signature page
of the Shareholder Voting Rights Proxy Agreement.) 
 
 
 
Peiqing Tian
 
 
Signature:  /s/ Peiqing Tian 
 
 
9
 

 
(There is no text on this page which is the signature page
of the Shareholder Voting Rights Proxy Agreement.) 
 
 
 
Peihua Tian
 
 
Signature:  /s/ Peihua Tian
10
 

 
(There is no text on this page which is the signature page
of the Shareholder Voting Rights Proxy Agreement.) 
 
 
 
 
Shanghai Fuxi Information Technology Service Co., Ltd. [Company Seal Affixed]
 
11
 

 
(There is no text on this page which is the signature page
of the Shareholder Voting Rights Proxy Agreement.) 
 
 
 
 
Shanghai Luoliang Network Technology Co., Ltd.  [Company Seal Affixed]
12
 

Exhibit 4.29
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
SPOUSAL CONSENT LETTER
To Shanghai Fuxi Information Technology Service Co., Ltd.,
I am the lawful spouse of Peiqing Tian, a shareholder of Shanghai Luoliang Network Technology Co., Ltd.  My spouse now holds a 99.99% 
stake in Shanghai Luoliang Network Technology Co., Ltd.  Regarding the "Exclusive Service Agreement", "Exclusive Call Option 
Agreement", "Equity Pledge Agreement" and "Shareholder Voting Rights Agreement" (these agreements are collectively referred to as the 
"VIE Agreements") dated March 6, 2024, signed by my spouse Peiqing Tian, Shanghai Fuxi Information Technology Service Co., Ltd., 
Shanghai Luoliang Network Technology Co., Ltd.  and other parties, in order to avoid possible disputes, I am here unconditionally and 
irrevocably consent to Shanghai Four Seasons Education Investment Management Co., Ltd:
1.
I fully know and agree with my spouse to sign the VIE Agreements, in particular, unconditionally and irrevocably consent to the 
restriction, pledge, transfer or dispose of the equity interest of my spouse in Shanghai Luoliang Network Technology Co., Ltd.  in the 
VIE Agreements.
2.
I will not, at any time, do any act which conflicts with the arrangements with the pledge or disposal of the equity under the VIE 
agreements, including but not limited to the above-mentioned equity interests held by my spouse in Shanghai Luoliang Network 
Technology Co., Ltd. , which constitute the joint property of me and my spouse. I further acknowledge that under no circumstances shall 
I take any action or bring any claim or lawsuit with intent to conflict with the VIE Agreements (as amended from time to time).
3.
In order to ensure the interests of your company under the VIE agreements and the fundamental purpose of the VIE agreements, I 
specifically authorize my spouse and/or his authorized person to execute all necessary legal and non-legal documents and perform all 
necessary legal and non-legal procedures on my behalf from time to time in connection with my spouse’s equity interest in Shanghai 
Luoliang Network Technology Co., Ltd.  at your request, and I acknowledge and approve the relevant documents and procedures..
4.
The commitments, confirmations, consents and authorizations made in this letter will not be revoked, impaired, invalid or otherwise 
unfavorable due to the increase, decrease, merger or other similar events of the equity interests held by my spouse in Shanghai Luoliang 
Network Technology Co., Ltd. 
5.
The commitments, confirmations, consents and authorizations made in this letter will not be revoked, derogated, invalid or otherwise 
adversely changed due to my incapacity for civil conduct, restricted capacity for civil conduct, death, or my divorce from my spouse and 
other similar events.
6.
The commitments, confirmations, consents and authorizations made in this letter will continue to be valid until the termination is 
confirmed by both your company and myself in writing. Your company and my spouse are not required to make any payment to me, 
including monetary or non-monetary, due to my aforementioned commitments, confirmations, consents, and authorizations.
7.
This letter will become effective upon signature by me, and the validity period is the same as that of the Exclusive Service Agreement.
8.
Other matters not covered in this letter, including but not limited to applicable laws, dispute resolution, definitions and interpretations, are 
also the same as those stipulated in the VIE Agreements. 
 
 
1
 

Zhan Xu
 
Signature:  /s/ Zhan Xu 
ID Card No. ***
March 6, 2024
2
 

Exhibit 4.30
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
SPOUSAL CONSENT LETTER
To Shanghai Fuxi Information Technology Service Co., Ltd.,
I am the lawful spouse of Peihua Tian, a shareholder of Shanghai Luoliang Network Technology Co., Ltd.  My spouse now holds a 0.01% 
stake in Shanghai Luoliang Network Technology Co., Ltd.  Regarding the "Exclusive Service Agreement", "Exclusive Call Option 
Agreement", "Equity Pledge Agreement" and "Shareholder Voting Rights Agreement" (these agreements are collectively referred to as the 
"VIE Agreements") dated March 6, 2024, signed by my spouse Peihua Tian, Shanghai Fuxi Information Technology Service Co., Ltd., 
Shanghai Luoliang Network Technology Co., Ltd.  and other parties, in order to avoid possible disputes, I am here unconditionally and 
irrevocably consent to Shanghai Four Seasons Education Investment Management Co., Ltd:
1.
I fully know and agree with my spouse to sign the VIE Agreements, in particular, unconditionally and irrevocably consent to the 
restriction, pledge, transfer or dispose of the equity interest of my spouse in Shanghai Luoliang Network Technology Co., Ltd.  in the 
VIE Agreements.
2.
I will not, at any time, do any act which conflicts with the arrangements with the pledge or disposal of the equity under the VIE 
agreements, including but not limited to the above-mentioned equity interests held by my spouse in Shanghai Luoliang Network 
Technology Co., Ltd. , which constitute the joint property of me and my spouse. I further acknowledge that under no circumstances shall 
I take any action or bring any claim or lawsuit with intent to conflict with the VIE Agreements (as amended from time to time).
3.
In order to ensure the interests of your company under the VIE agreements and the fundamental purpose of the VIE agreements, I 
specifically authorize my spouse and/or his authorized person to execute all necessary legal and non-legal documents and perform all 
necessary legal and non-legal procedures on my behalf from time to time in connection with my spouse’s equity interest in Shanghai 
Luoliang Network Technology Co., Ltd.  at your request, and I acknowledge and approve the relevant documents and procedures.
4.
The commitments, confirmations, consents and authorizations made in this letter will not be revoked, impaired, invalid or otherwise 
unfavorable due to the increase, decrease, merger or other similar events of the equity interests held by my spouse in Shanghai Luoliang 
Network Technology Co., Ltd. 
5.
The commitments, confirmations, consents and authorizations made in this letter will not be revoked, derogated, invalid or otherwise 
adversely changed due to my incapacity for civil conduct, restricted capacity for civil conduct, death, or my divorce from my spouse and 
other similar events.
6.
The commitments, confirmations, consents and authorizations made in this letter will continue to be valid until the termination is 
confirmed by both your company and myself in writing. Your company and my spouse are not required to make any payment to me, 
including monetary or non-monetary, due to my aforementioned commitments, confirmations, consents, and authorizations.
7.
This letter will become effective upon signature by me, and the validity period is the same as that of the Exclusive Service Agreement.
8.
Other matters not covered in this letter, including but not limited to applicable laws, dispute resolution, definitions and interpretations, are 
also the same as those stipulated in the VIE Agreements. 
 
 
Yin Fei
1
 

 
Signature:  /s/ Yin Fei 
ID NO. ***
March 6, 2024
2
 

 
Exhibit 4.31
English Translation
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
 
 
Shanghai Zihua International Travel Service Co., Ltd.
 
 
 
Agreement on Capital Increase, Share Expansion and Equity Transfer
 
 
 
 
 
 
 
 
 
 
Signed on: 05/29/2023
 
-1-
 

 
 
 
 
 
Information of the Parties:
Party A: Shanghai Four Seasons Education Investment Management Co., Ltd.
Legal representative: Tian Peiqing 
Address: Room 306, Room C, No.1505, Xinshi North Road, Hongkou District, Shanghai 
 
Party B: Tao Jingyu 
ID Card No.: [***]
Address: [***]
 
Party C: Tao Xingu
ID Card No.: [***]
Address: [***]
 
Whereas:
1、
Shanghai Zihua International Travel Service Co., Ltd. (Hereinafter referred to as the "Company") is a limited liability company 
registered and established in accordance with the law at Market Supervision Administration of Huangpu District, with the legal qualification to 
engage in domestic and foreign tourism business and the registered capital of RMB 8 million. The company is willing to introduce capital and 
expand the scale of operation through capital increase, share expansion and equity transfer, and the shareholders' meeting of the Company has 
formed a resolution on this capital increase, share expansion and equity transfer.
2、
Party A is a limited liability company legally registered and established at Market Supervision Administration of Hongkou District 
with a registered capital of RMB 2 million. Party A intends to invest in the Company and participate in the operation and management of the 
-2-
 

 
Company, and the shareholders' meeting of Party A has passed the resolution of investing in the Company.
3、 Party B is a citizen of the People's Republic of China, has full capacity for civil rights and civil conduct, is a shareholder of the 
Company, and holds 99% of the original registered capital of the Company.
4、 Party C is a citizen of the People's Republic of China, has full capacity for civil rights and civil conduct, is the shareholder, legal 
representative and executive director of the Company, and holds 1% equity of the original registered capital of the Company.
5、 In order to develop and enhance the strength of the Company, the original shareholders of the Company, Party B and Party C, agree to 
Party A’s capital injection to the Company, increasing the Company’s registered capital to RMB 10.5 million. The original shareholders of the 
Company agree and confirm to waive the preemptive right to subscribe for the increased registered capital.
6、 Party B agrees to transfer its equity of 31.2% of the registered capital of the Company after the capital increase and share expansion to 
Party A by means of equity transfer in accordance with the provisions of this Agreement, Party A agrees to accept the transfer, and Party C agrees 
to waive the preemptive right of equity transfer.
Therefore, in accordance with the provisions of the Civil Code of the People's Republic of China, the Company Law of the People's Republic 
of China and other relevant laws and regulations, all parties to this Agreement, adhering to the principle of equality and mutual benefit and 
following friendly consultations, have reached the following terms of agreement on this equity transfer and capital increase of the Company:
Article 1 Capital increase and share expansion
1.1 All Parties agree to increase capital and expand shares in accordance with the terms and conditions of this Agreement:
(1) According to the resolution of the shareholders' meeting of the Company, it is decided to increase the registered capital of the Company 
from RMB 8 million to RMB 10.5 million, of which 
-3-
 

 
the increased registered capital is RMB 2.5 million.
(2) The price of this capital increase is determined through negotiation based on the existing net assets of the Company confirmed by audit 
and evaluation.
(3) Party A subscribes for the additional registered capital of RMB 2.5 million in cash at the subscription price of RMB 2.5 million .
1.2 After the capital increase and share expansion of the Company in accordance with the aforementioned terms, the shareholding 
proportions of each party are as follows: (Maintain one decimal place, rounding the last digit to the nearest tenth)
Name of shareholder
Capital Subscription(RMB)
Form of contribution
Shareholding ratio
Shanghai Four Seasons Education Investment 
Management Co., Ltd.
2,500,000
Cash
23.8%
Tao Jingyu
7,920,000
Cash
75.4%
Tao Xingu
80,000
Cash
0.8%
1.3 Time of contribution
(1) Party A shall make capital contribution in two installments. Within two working days from the date of signing this Agreement, Party A 
shall contribute RMB 1 million, and the remaining subscription capital of RMB 1.5 million shall be deposited into the bank account designated by 
the Company in full within five working days after the completion of the change of business registration information in Shanghai Administration 
for Market Regulation and modification registration of business license.
1.4 Party A shall be deemed as a shareholder of the Company from the date of receipt of the first contribution, and shall enjoy all 
shareholder's rights and assume shareholder's obligations under the subscribed shares.
 
Article 2 Equity Transfer
2.1 Party B agrees to transfer the equity of 31.2% of the registered capital of the Company after the capital increase to Party A at the price of 
RMB 0, Party A agrees to accept the equity of 31.2% 
-4-
 

 
of the registered capital of the Company after the capital increase held by Party B, and Party C agrees to waive the preemptive right of equity 
transfer.
2.2 After the equity transfer, the subscribed capital contribution of Party A is RMB 5.78 million, accounting for 55% of the Company's 
registered capital, the subscribed capital contribution of Party B is RMB 4.64 million, accounting for 44.2% of the Company's registered capital, 
and the subscribed capital contribution of Party C is RMB 80,000, accounting for 0.8% of the Company's registered capital.
The shareholding proportions of each party are as follows: (Maintain one decimal place, rounding the last digit to the nearest tenth)
Name of shareholder
Capital Subscription(RMB)
Form of contribution
Shareholding ratio
Shanghai Four Seasons Education Investment 
Management Co., Ltd.
5,780,000
Cash
55%
Tao Jingyu
4,640,000 
Cash
44.2%
Tao Xingu
80,000
Cash
0.8%
2.3 Other rights attached to the equity shall be transferred with the transfer of the equity.
 
Article 3 Basic Procedures for Capital Increase, Share Expansion and Equity Transfer
In order to ensure that the capital increase, share expansion and equity transfer of the Company comply with the provisions of relevant laws, 
regulations and policies, and that the capital increase, share expansion and equity transfer are carried out smoothly, the capital increase, share 
expansion and equity transfer are carried out in the following order (the first work has been completed):
3.1 The Company convenes a shareholders' meeting to review and form a resolution on capital increase, share expansion and equity transfer;
3.2 Signing agreements on capital increase, share expansion and equity transfer and relevant legal documents;
3.3 Capital contribution of new shareholders;
-5-
 

 
3.4 Convene a new general meeting of shareholders, elect new directors and supervisors of the Company, and amend the Articles of 
Association ;
3.5 Convene a new board of directors meeting, elect the chairman of the board of directors, and determine the Company's new business plan 
and policy;
3.6 After Party A has performed the above initial capital contribution, all parties shall go to Shanghai Administration for Market Regulation 
to handle the change of business registration information procedures for the Company's capital increase and equity change within 5 days;
3.7 Within 3 working days after the completion of the change of business registration information in Shanghai Administration for Market 
Regulation, the travel agency business license modification registration formalities shall be proceeded to handle at the Culture and Tourism Bureau.
Article 4 Delivery
4.1 The Delivery Date agreed by all parties hereto is June 1, 2023.
4.2 On the Delivery Date, Party A, Party B and Party C shall complete the delivery of the Company. Delivery matters: Party B and Party C 
shall hand over all licenses, seals, documents, financial information, electronic information materials and premises of the Company to Party A.
Article 5 Representations and Warranties of the Original Shareholders of the Company
5.1 Original shareholders, Party B and Party C of the Company, represent and warrant as follows:
(1) The Company is a limited liability company registered, legally existing and operating in accordance with the laws of China;
(2) The existing name, goodwill, trademark and other related rights and interests of the Company shall be exclusively owned by the Company
after the capital increase;
(3) The Company does not set any security interest (including but not limited to any mortgage, pledge, lien and other security rights) or third 
party rights on any property owned by the Company;
-6-
 

 
(4) The Company's assets and resources used for the Company's business operation are obtained through lawful agreements and other legal 
acts, which are genuine, valid and complete, without any legal obstacles or defects;
(5) The financial statements and all necessary documents and materials (hereinafter referred to as "Financial Statements") for the three years 
ended May 31, 2023 have been submitted to Party A, and the original shareholders hereby confirm that the Financial Statements correctly reflect the 
financial status of the Company for the three years ended May 31, 2023; The Company has not incurred any debts, arrears or taxes other than all 
debts, arrears and taxes of the Company as set forth in the Financial Statements as of May 31, 2023;
(6) All documents submitted to Party A are true, valid and complete, and truthfully reflect the situation of the Company and its existing 
shareholders;
(7) It has not engaged in or participated in any act in violation of Chinese laws and regulations that may cause the Company to be revoked its 
business license, fined or other administrative penalties or legal sanctions that seriously affect its operation at present and in the future;
(8) The Company does not conceal or make false/erroneous statements to Party A in respect of any litigation, arbitration, investigation and 
administrative procedure related to it, which has been completed, has not been completed or may be started;
(10) All labor disputes, economic and legal liabilities arising before the completion of the change of business registration information in 
Shanghai Administration for Market Regulation of capital increase, share expansion and equity transfer shall be borne by the original shareholders;
(11) All the creditor's rights and debts of the Company before the capital increase and equity transfer, shall be borne by the original 
shareholders, and a letter of commitment shall be issued to Party A. The fixed assets and leased sites before capital increase, share expansion and 
equity transfer, including their decoration, shall be incorporated into the Company's assets after capital increase, share expansion and equity 
transfer, and the rights and obligations related to the 
-7-
 

 
remaining assets before capital increase, share expansion and equity transfer shall be borne by the original shareholders; 
(12) The original shareholders guarantee that the Company has the legal qualification to engage in domestic and foreign tourism business, 
and the existing operation team of the Company will not change due to capital increase, share expansion and equity transfer, and has strong 
stability; 
(13) This Agreement shall constitute a legal, valid and binding obligation to the original shareholders after being signed by the original 
shareholders.
5.2 Unless the written consent of the new shareholder is obtained, the original shareholders undertake to urge the Company to: during the 
period from the date of signing this Agreement to the date of completion of the change of business registration information in Shanghai 
Administration for Market Regulation:
(1) To ensure the normal operation of the Company's business and not to take any action that has a significant impact on the Company. The 
Company will take all reasonable measures to protect the goodwill of the Company and will not do anything that may damage the Company. 
(2) The Company will not enter into any agreement or commitment beyond its normal business scope or of great significance. The Company 
and the original shareholders shall not take the following actions:
(A) amend the Articles of Association or any other document or agreement relating to the Articles of Association or the conduct of the 
business of the Company;
(B) alter the nature and scope of its business without the request of the approving authority;
(C) sell, transfer, lease, license or dispose of any material part of the business, property or assets of the Company;
(D) enter into any contract of labor or consultancy with any person, or make any modification in the terms of employment of any employee 
or consultant;
(E) any guarantee, mortgage, indemnity, suretyship or similar liability arrangement granted to any third party;
-8-
 

 
(F) enter into any loan agreement or amend any loan document;
(G) purchase, lease, or acquire any assets with a price exceeding RMB 20,000 (or its equivalent in other currencies) ;
(H) enter into any major contract or make any major commitment, and pay any management fee or other expenses exceeding RMB 20,000;
(I) enter into any joint venture, partnership or profit-sharing agreement with any third person;
(J) tent out or consent to rent out, or surrender in any manner, the whole or any portion of the rights to use or own the properties possessed or 
utilized by the Company;
(K) undertake any action which would be detrimental to the financial condition and business development of the Company.
5.3 The original shareholders guarantee to take all necessary actions to assist the Company in completing all approval and change registration 
procedures under this Agreement.
5.4 The original shareholders shall bear all economic and legal liabilities arising from the violation of the aforementioned representations and 
warranties, and shall bear unlimited joint and several liability for any loss caused to Party A due to the violation of the aforementioned 
representations and warranties.
Article 6 Representations and Warranties of New Shareholders
Party A, as a new shareholder, represents and warrants as follows:
6.1 It is a corporate entity duly registered and legally existing in accordance with the laws of China;
6.2 It has not engaged in or participated in any act in violation of Chinese laws and regulations that may result in the revocation of its 
business license, fines or other administrative penalties or legal sanctions that may seriously affect its business now and in the future.
Article 7 Investment and Use of Newly Increased Funds
7.1 The newly increased funds will be used for the overall development of the Company, and the Company will inherit and develop all 
businesses currently operated by the Company.
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7.2 The specific authority to use the Company's funds shall be implemented by the board of directors authorized by the shareholders' meeting 
of the Company or the manager authorized by the board of directors in accordance with the Articles of Association and other relevant systems after 
the change of business registration information in Shanghai Administration for Market Regulation.
Article 8 Organizational Structure and Financial Management Arrangement of the Company
8.1 Shareholders' Meeting
(1) After the capital increase, share expansion and equity transfer, the original shareholders and Party A shall become the shareholders of the 
Company equally, and all shareholders shall enjoy the rights and assume the obligations according to the agreed proportion in accordance with the 
Company Law of the People's Republic of China and other laws, regulations and departmental rules.
(2) The board of shareholders shall be the organ of power of the Company and shall make decisions on all major matters of the Company.
(3) For the procedure of the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their subscribed capital 
contributions. Major matters decided by the shareholders' meeting of the Company shall come into force only after being approved by shareholders’ 
holding more than 2/3 of the voting rights, and the relevant major matters shall be stipulated in the Articles of Association.
8.2 Board of Directors and Management
(1) After capital increase, share expansion and equity transfer, the members of the board of directors of the Company shall be adjusted and 
appointed by the shareholders of the Company in accordance with the provisions of the Articles of Association and the agreement.
(2) The Company shall establish a board of directors consisting of three directors, two of whom shall be appointed by Party A and one of 
whom shall be appointed by the original shareholders of the Company. The chairman of the board of directors and the legal representative 
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shall be designated by Party A, and other senior management personnels may be recommended by the shareholders.
(3) The matters decided by the board of directors of the Company shall come into effect only after being approved by more than half of the 
board of directors of the Company, and the matters approved by the board of directors of the Company shall be stipulated in the Articles of 
Association of the Company.
8.3 Supervisors
After the capital increase, share expansion and equity transfer of the Company, the Company shall not set up a board of supervisors, and 
Party A shall designate one supervisor. 
8.4 Financial management
All parties agree that the financial management of the Company shall be conducted in accordance with the following principles:
(1) The Company opens an independent bank account and conducts independent financial accounting;
(2) The Company shall be incorporated into the management of the listed company group of Party A, strictly implement the relevant 
management and financial systems of the listed company, and must use the financial system of Party A. The basic financial management and 
financial accounting (including but not limited to: project budget, revenue recognition, bad debt provision, invoice management, cash management, 
depreciation of fixed assets, amortization of audit fees, etc.) shall be carried out in accordance with the requirements of Party A.
(3) The Company must timely and accurately input the operation data into the business system designated or agreed by Party A. 
(4) All parties agree that the financial affairs of the Company shall be supervised by Party A and shall comply with the unified financial 
approval and authorization process of Party A; the business objectives shall comply with the budget system of Party A's group. The Company shall 
formulate the financial budget of the next year every year, and revise the budget of the next month in the current month, which shall be 
implemented after the approval of Party A. The initiation U 
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shield and approval U shield of the bank accounts of the Company shall be kept by the personnels designated by Party A. The accountant of the 
Company shall be appointed by Party A.
Article 9 Articles of Association 
9.1 The Company shall convene a shareholders' meeting within 5 days after Party A's initial contribution is made in accordance with this 
Agreement to amend the Articles of Association, and the amended Articles of Association will replace the original Articles of Association.
9.2 The important contents agreed in this Agreement shall be written into the Articles of Association of the Company.
Article 10 Alteration of Company Registration
10.1 The Company shall convene a shareholders' meeting and, within 5 days after making the corresponding resolution, the board of directors 
shall apply to the administrative department for industry and commerce for business registration changes. All shareholders of the Company should 
fully assist and cooperate with the company in completing the change of business registration information in Shanghai Administration for Market 
Regulation.
10.2 If the Company fails to complete the change of business registration information in Shanghai Administration for Market Regulation 
within 30 working days from the date of Party A's initial contribution, Party A shall have the right to terminate this Agreement. Once the agreement 
is terminated, the original shareholders of the Company shall be responsible for returning all the funds and interest paid by Party A (the interest is 
calculated according to the bank deposit interest rate for the same period) to Party A, and shall be jointly and severally liable for the obligation to 
return the money.
Article 11 Burden of relevant expenses
11.1 All relevant expenses (including but not limited to capital verification fee, audit fee, evaluation fee, attorney fee, the change fee of 
business registration information in Shanghai Administration for Market Regulation, etc.) incurred in this capital increase, share expansion and 
equity transfer shall be borne by the Company after the capital increase (when such expenses shall be paid jointly by the parties or by the 
Company).
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11.2 If this capital increase, share expansion and equity transfer are not completed, all related expenses incurred shall be borne by the 
Company.
Article 12 Confidentiality
12.1 Any party ('Recipient') of this Agreement shall maintain the confidentiality of information related to the business, financial status, and 
other proprietary data ('Confidential Information') obtained from the disclosing party ('Discloser'); except for its employees who need to know the 
aforementioned Confidential Information for the performance of their job duties, the Recipient must not disclose the Confidential Information to 
any individual or entity .
12.2 The provisions of Article 12.1 aforementioned shall not apply to the following information:
(1) Information that can be proved to have been known to the Recipient before the Discloser discloses it to the Recipient as confidential 
information;
(2) The information that is known to the public not due to the breach of this Agreement by the Recipient;
(3) The information obtained by the Recipient from a third party who does not undertake any confidentiality obligation for the information.
12.3 Each Party shall establish rules and regulations to enable the directors, officers and other employees of itself and its Affiliates to comply 
with the confidentiality obligations set forth in this Article.
12.4 If the transaction is not completed, all parties shall have the obligation to return or destroy the information provided by the other party. 
All parties undertake to keep confidentiality of all matters relating to this capital increase, share expansion and equity transfer.
12.5 The confidentiality obligations set forth in this Agreement shall continue to be effective upon the rescission or termination of this 
Agreement.
Article 13 Liability for Breach of Contract
Any breach of this Agreement by any party hereto, including any breach of the representations and warranties made by the parties hereto in 
Articles 5 to 6 of this Agreement, 
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shall constitute a breach of agreement and shall be liable for breach of contract in accordance with the relevant laws and regulations of the People's 
Republic of China and the provisions of this Agreement. If more than one party breaches the contract, each defaulting party shall bear the liability 
arising from its breach of contract. The scope of liability for breach of contract is limited to the total actual losses caused to other parties by breach 
of contract as permitted by law.
Article 14 Notice
Any written document sent by either party to the other parties during the performance of this Agreement shall be sent to the following 
mailing address of each party, and shall be deemed to have been received by the other party on the third day from the date of mailing, regardless of 
whether the other party signs or returns it. In case of any change in the mailing address of any party, the other party shall be notified in a timely 
manner.
Party A: [Shanghai Four Seasons Education Investment Management Co., Ltd.]
Address: [Room 1301, Zi'an Building, 315 Yuyuan Road, Jing'an District, Shanghai]
Party B: [Tao Jingyu]
Mailing address: [[***]]
Party C: [Tao Xingu]
Mailing address: [***]
 
Article 15 Settlement of Disputes
All disputes arising from the performance of this Agreement shall first be settled by the parties through friendly consultation. If no settlement 
can be reached through friendly negotiation, either party may bring a lawsuit to the people's court with jurisdiction where Party A is located.
Article 16 Other provisions
16.1 Effective
This Agreement shall come into effect from the date of signature and seal by all parties.
16.2 Modification
This Agreement may only be amended upon written agreement signed by all parties.
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16.3 Separability
The invalidity of any provision of this Agreement shall not affect the validity of any other provision of this Agreement. The materials 
provided by each shareholder to Shanghai Administration for Market Regulation for the change of business registration information are only used 
for the change of business registration information in Shanghai Administration for Market Regulation, and the matters related to the capital 
increase, share expansion and equity transfer of the Company have been agreed in this Agreement.
16.4 Text
This Agreement is made in quadruplicate, one for each party and one for the Company.
Annex to Article 17
17.1 The annexes to this Agreement constitute a part of this Agreement and have the same legal effect as this Agreement.
17.2 The annexes referred to in this article refer to the documents, materials, professional reports, government approvals, etc. provided by the 
contracting parties to other parties to prove the legality and authenticity of the performance of this capital increase, share expansion and equity 
transfer agreement for the purpose of capital increase, share expansion and equity transfer.
(No text below)
 
 
 
 
 
 
 
 
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This page is the signing page of the company's capital increase, share expansion and equity transfer agreement.
 
Party A (seal): Shanghai Four Seasons Education Investment Management Co., Ltd. 
 
 
Legal representative/authorized representative (signature):
 
 
Party B (signature): s/Tao Jingyu
 
 
 
 
 
 
Party C (signature): s/ Tao Xingu
 
 
   
 
  
                               
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Exhibit 4.32
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Contract No:　　　　　　　
 
Siji Gongda Comprehensive Practice Education Study Camp Dormitory Project in Qinghua Town of Wuyuan County Construction Project 
Contract
 
Section 1 Contract Agreement
 
Employer(full name): Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
Contractor (full name): Huangshan Jishi Construction Engineering Co., Ltd.
In accordance with the Civil Code of the People's Republic of China , the Construction Law of the People's Republic of China and relevant laws and 
regulations, following the principles of equality, voluntariness, fairness and honesty, the two parties have negotiated on the construction project of  
Siji Gongda Comprehensive Practice Education Study Camp Dormitory in Qinghua Town of Wuyuan County and related matters and 
reached the following agreements:
I. Overview of the project
1. Project name: Siji Gongda Comprehensive Practice Education Study Camp Dormitory Project in Qinghua Town of Wuyuan 
County .
2. Project location: Qinghua Town, Wuyuan County, Shangrao City, Jiangxi Province
3. Project approval number:                                   .
4. Source of funds: self-raised funds of the enterprise .
5. Project content: Siji Gongda Comprehensive Practice Education Study Camp Dormitory Construction in Qinghua Town of Wuyuan 
County, 
Project Overview: The bidding content of this section is to build two conjoined 6-story apartment buildings with a total construction area of 
about 7,800m2, including each single structure (except pile foundation), building (including facade decoration), water and electricity 
installation (main and branch lines of water supply engineering, drainage engineering, electrical engineering are pre-buried to meet the rough 
acceptance standards) and other new construction projects, among which 
 
1

fire protection engineering, HVAC engineering, intelligent engineering, indoor fine decoration engineering, and landscaping engineering are 
not within the scope of this bidding. The detailed work content shall refer to the construction drawings.
6. Scope of project contracting:
Please refer to the construction drawings for detailed work content .
II. Contract duration
Planned construction period: 180 calendar days. Construction is tentatively scheduled to start on April 28, 2023 (subject to the
commencement order);
If the actual total calendar days of the construction period are inconsistent with the planned start and completion dates, the total calendar days 
of the construction period shall prevail.
III. Quality Standards
The project quality meets the one-time acceptance standard (including supervision, random inspection by the employer and acceptance by the 
quality supervision department). If the project fails to meet the one-time acceptance standard due to the contractor's fault , the contractor shall pay 
the contractor a liquidated damages of 2% of the total settlement price (including the contractor's self-construction part and the professional 
subcontracted construction part) , and shall also bear the responsibility for rectification of the project quality defects.
IV. Contract Price and Contract Price Form	
1. The contract price is:
RMB (in capital letters) One Thousand Three Hundred and Four Thousand Eighty Thousand  ( ¥13,048,000.00 ) . The above contract price 
is the provisional contract price. The settlement contract price of this project is in the form of: Final settlement price = actual settlement total price * 
(1- 6.8% ) . The above actual settlement total price is the total cost (including tax) entrusted by the employer to the contractor to implement the 
project.
The calculation basis of the total price is as follows: The calculation of the settlement project quantity is based on the "Construction Project 
Quantity List Pricing Specification" GB50500-2013. The quota is 
 
2

based on the "Jiangxi Province Housing Construction and Decoration Engineering Consumption Quota and Unified Base Price Table (2017)", 
"Jiangxi Province General Installation Engineering Consumption Quota and Unified Base Price Table (2017)" and other current budget quotas in 
Shangrao City, Jiangxi Province. The rate uses the current budget quota supporting rate of Jiangxi Province. The period involved The inter-rate rates 
is all implemented according to the lower limit. The unit price of materials shall be calculated according to the material information price or market 
price of Wuyuan County, Shangrao City, Jiangxi Province in April 2023. Materials without material information price in Wuyuan County shall be 
calculated according to the material information price of Shangrao City in April 2023. Materials without quota reference sub-items, no document-
specified rates, and no information prices shall be implemented according to the prices approved by the tenderer and the full-process cost consulting 
unit. The unit price of labor shall be calculated in accordance with Document No. 5 of Gan Construction Price (2020), and the dust fee shall be 
calculated in accordance with Document No. 7 of Gan Construction Price (2019).
V. Project Manager
Contractor's project manager: Hu Jibiao , contact number: [***] , e-mail address:               .
VI. Contract Documents
This agreement together with the following documents constitutes the contract documents:
(1) Notice of winning the bid;
( 2 ) The bid letter and its appendices; 
( 3 ) Special contract terms and their annexes;
( 4 ) General contract terms;
( 5 ) Technical standards and requirements;
( 6 ) Drawings;
( 7 ) Priced bill of quantities or budget;
( 8 ) Other contract documents.
All contract-related documents generated during the process of contract conclusion and performance constitute part of the contract 
documents.
 
3

The above-mentioned contract documents include the supplements and amendments made by the contracting parties to the contract 
documents. For documents of the same type, the latest signed one shall prevail. The special contract terms and their annexes shall be signed or 
stamped by the contracting parties.
VII. Commitment
1. The employer promises to perform project approval procedures and raise funds for project construction in accordance with legal 
provisions, and pay the contract price in accordance with the time limit and method agreed in the contract.
2. The contractor promises to organize and complete the project construction in accordance with the legal provisions and contractual 
agreements, ensure the quality and safety of the project, not to subcontract or illegally subcontract, and bear the corresponding project maintenance 
responsibilities during the defect liability period and warranty period.
3. If the employer and the contractor sign a contract through bidding, both parties understand and promise not to sign any other agreement 
that deviates from the substantive content of the contract for the same project.
VIII. Meaning of terms
The meanings of terms in this agreement shall be the same as those given in Part 2 of general contract terms.
IX. Signing Time
This contract was signed on 26th April, 2023.
X. Place of signing
This contract was signed in Qinghua Town, Wuyuan County, Shangrao City, Jiangxi Province.
XI. Supplementary Agreement
For matters not covered in the contract, the parties to the contract shall sign a supplementary agreement separately, which shall be an integral 
part of the contract.
 
4

XII. Effectiveness of the Contract
This contract starts from the date when both parties sign and seal the agreement.
XIII. Number of Contracts
This contract is in ten folds. All of them have the same legal effect, six for the employer, four for the contractor.
 
 
 
Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
(Official Seal)     
Legal representative: Lehua He
Agent:  
Person in charge: 
Phone number：
Organization Code: 91361130MA3ADBX96L
Address: 1Huang Village, Qinghua County, Wuyuan Town, Shangrao City,Jiangxi Province
Bank account:
 
Contractor: Huangshan Jishi Construction Engineering Co., Ltd.                         (Official Seal)
Legal representative: Xuejun Yao
Agent:
Phone number: [***]  
Organization code: 9134 1004 MA2T N6GA 22 
Address: Longjingwu Road and Zhengwu Road Intersection, Huizhou District, Huangshan City
Bank account: [***]                                          
Account number: [***] 
 
 
 
 
 
 
 
 
5

Section 2 General Contract Terms
 
The general contract terms are quoted from Part 2 in "Working Contract for Construction Projects (Model Text)" ( GF-2017-0201 ) 
jointly issued by the Ministry of Housing and Urban-Rural Development and the State Administration for Industry and Commerce.
1. General Agreement
1.1 Definition and explanation of terms
The following terms in the Contract Agreement, General Contract Terms and Special Contract Terms shall have the meanings ascribed to 
them in this clause:
1.1.1 Contract
1.1.1.1 Contract: refers to the binding document according to the law and the agreement of the parties to the contract. The documents 
constituting the contract include the contract agreement, notice of award (if any), bid letter and its appendix (if any), special contract terms and their 
annexes, general contract terms, technical standards and requirements, drawings, priced bill of quantities or budget and other contract documents.
1.1.1.2 Contract Agreement: refers to the written document called " Contract Agreement " signed by both the Employer and the Contractor 
that constitutes the contract .
1.1.1.3 Notice of Winning Bid: refers to the written document constituting the contract by which the Employer notifies the Contractor of the 
winning bid.
1.1.1.4 Bid Letter: refers to the document called " Bidding Letter " filled in and signed by the contractor for bidding that constitutes the 
contract .
1.1.1.5 Appendix to Tender Letter: refers to the document called “ Appendix to Tender Letter ” attached to the tender letter which constitutes 
the contract .
1.1.1.6 Technical standards and requirements: refers to the national, industry or local technical standards and requirements that should be 
complied with or guide the construction of the contract, as well as the technical standards and requirements agreed in the contract.
1.1.1.7 Drawings: refers to the drawings that constitute the contract, including design documents, construction drawings, bird's-eye views and 
models provided by the employer in accordance with the contract or approved by the contractor, as well as drawing documents generated during the 
performance of the contract. Drawings shall be reviewed and approved in accordance with legal provisions.
1.1.1.8 Priced Bill of Quantities: refers to the bill of quantities that constitutes the contract and is completed and priced by the Contractor in 
accordance with the prescribed format and requirements, including instructions and tables.
1.1.1.9 Budget: refers to the engineering budget document that constitutes the contract and is prepared by the contractor in accordance with 
the format and requirements specified by the employer.
1.1.1.10 Other contract documents: refers to the documents or written agreements related to the construction project that are contractually 
binding and agreed upon by the parties to the contract. The parties to the contract may agree on these in the special contract terms.
 
6

 
1.1.2 Contracting Parties and Other Relevant Parties
1.1.2.1 Parties to the contract: refers to the employer and/or contractor.
1.1.2.2 Employer: refers to the party who signs the contract agreement with the contractor and the legal successor who obtains the 
qualifications of the party.
1.1.2.3 Contractor: refers to the party who signs the contract agreement with the employer and has the corresponding engineering 
construction contracting qualifications and the legal successor to the qualifications of the party.
1.1.2.4 Supervisor: refers to the legal person or other organization specified in the special contract terms and entrusted by the employer to 
perform project supervision and management in accordance with the law.
1.1.2.5 Designer: refers to the legal person or other organization specified in the special contract terms, who is entrusted by the employer to 
be responsible for engineering design and has the corresponding engineering design qualifications.
1.1.2.6 Subcontractor: refers to a legal person with corresponding qualifications who subcontracts part of the project or work in accordance 
with legal provisions and contractual agreements and signs a subcontract contract with the contractor.
1.1.2.7 Employer’s representative: refers to the person appointed by the employer and dispatched to the construction site to exercise the 
employer’s rights within the scope of the employer’s authorization.
1.1.2.8 Project Manager: refers to the person in charge of the project who is appointed by the Contractor and dispatched to the construction 
site, is responsible for the performance of the contract within the scope of the Contractor’s authorization, and has the corresponding qualifications 
as required by law.
1.1.2.9 Chief Supervision Engineer: refers to the person who is appointed by the supervisor and dispatched to the construction site to carry 
out project supervision.
1.1.3 Engineering and Equipment
1.1.3.1 Project: refers to the permanent project and/or temporary project corresponding to the scope of the project contract in the contract 
agreement.
1.1.3.2 Permanent Works: refers to the works constructed and handed over to the employer in accordance with the contract, including 
engineering equipment.
1.1.3.3 Temporary works: refers to various temporary works constructed to complete the permanent works agreed in the contract, excluding 
construction equipment.
1.1.3.4 Unit Project: refers to a permanent project specified in the contract agreement that has independent construction conditions and can 
form independent use functions.
1.1.3.5 Engineering equipment: refers to the electromechanical equipment, metal structure equipment, instruments and other similar 
equipment and devices that constitute permanent engineering.
 
7

1.1.3.6 Construction Equipment: refers to the equipment, tools and other items required to complete the work agreed in the contract, but does 
not include engineering equipment, temporary works and materials.
1.1.3.7 Construction site: refers to the place used for the construction of the project, as well as other places specified as part of the 
construction site in the special contract terms, including permanent and temporary areas.
1.1.3.8 Temporary facilities: refers to temporary production and living facilities used to complete the tasks agreed in the contract.
1.1.3.9 Permanent land occupation: refers to the land that is specified in the special contract terms to be permanently occupied for the 
implementation of the project.
1.1.3.10 Temporary occupation of land: refers to the land that needs to be temporarily occupied for the implementation of the project as 
specified in the special contract terms.
1.1.4 Dates and deadlines
1.1.4.1 Start date: includes the planned start date and the actual start date. The planned start date refers to the start date agreed in the contract 
agreement; the actual start date refers to the start date specified in the start notice issued by the supervisor in accordance with Section 7.3.2 [Start 
Notice] and in compliance with legal provisions.
1.1.4.2 Completion date: includes the planned completion date and the actual completion date. The planned completion date refers to the 
completion date agreed upon in the contract agreement; the actual completion date is determined in accordance with the agreement in Item 13.2.3 
[Completion date]. 
1.1.4.3 Construction period: refers to the period required for the contractor to complete the project as agreed in the contract agreement, 
including any changes to the period made in accordance with the contract agreement.
1.1.4.4 Defect liability period: refers to the period during which the contractor assumes the obligation to repair defects in accordance with the 
contract and the employer reserves a quality deposit, calculated from the actual completion date of the project.
1.1.4.5 Warranty Period: refers to the period during which the contractor assumes warranty responsibility for the project in accordance with 
the contract, calculated from the date of completion and acceptance of the project.
1.1.4.6 Reference date: For projects awarded through bidding, the reference date is 28 days before the bid deadline; for projects awarded 
directly, the reference date is 28 days before the contract signing date.
1.1.4.7 days: Unless otherwise specified, all days refer to calendar days. If the contract calculates time by day, the first day will not be 
included, and the calculation will start from the next day. The deadline for the last day of the term is 24:00 on that day.
1.1.5 Contract Price and Fees
1.1.5.1 Signed Contract Price: refers to the total amount determined by the employer and the contractor in the contract agreement, including 
safety and civilized construction fees, provisional estimates and provisional amounts, etc.
 
8

1.1.5.2 Contract Price: refers to the amount that the employer shall pay the contractor for completing all the work within the scope of the 
contract as agreed in the contract, including price changes that occur during the performance of the contract as agreed in the contract.
1.1.5.3 Expenses: refers to all necessary expenses incurred or to be incurred for the performance of the contract, including management fees 
and other apportionable expenses, but excluding profits.
1.1.5.4 Provisional Estimate: refers to the amount provided by the employer in the bill of quantities or Budget for the payment of materials, 
unit prices of engineering equipment, specialized engineering and service work that are bound to occur but the prices of which cannot be 
determined for the time being.
1.1.5.5 Provisional Amount: refers to an amount provisionally determined by the employer in the bill of quantities or budget and included in 
the contract price, which is used for the purchase of required materials, engineering equipment and services that have not been determined or are 
unforeseeable when the engineering contract is signed, possible engineering changes during construction, contract price adjustments when 
contractual adjustment factors arise, and claims, on-site visa confirmation, etc.
1.1.5.6 Daywork: refers to a method of pricing according to the unit price agreed in the contract when the contractor completes miscellaneous 
work proposed by the employer or changes that need to be priced on a daywork basis during the performance of the contract.
1.1.5.7 Quality Deposit: refers to the guarantee provided by the Contractor to guarantee the performance of its obligation to remedy defects 
during the Defect Liability Period as agreed in Clause 15.3 (Quality Deposit).
1.1.5.8 Lump sum project: refers to a project that has no engineering quantity calculation rules in the current national, industry and local 
measurement rules, and is calculated in the form of a lump sum or rate in the priced bill of quantities or budget.
1.1.6 Others
1.1.6.1 Written form: refers to the form of contract documents, letters, telegrams, faxes, etc. that can tangibly express the contents contained 
therein.
1.2 Language
The contract shall be written, interpreted and explained in simplified Chinese. When the parties to the contract agree to use two or more 
languages in the special contract terms, Chinese shall be the preferred language for interpreting and explaining the contract.
1.3 Law
The laws referred to in the contract refer to the laws, administrative regulations, departmental regulations of the People's Republic of China, 
as well as local regulations, autonomous regulations, separate regulations and local government regulations of the location of the project.
The parties to a contract may agree upon other normative documents applicable to the contract in the special contract terms.
 
9

1.4 Standards and specifications
1.4.1 The national standards, industry standards, local standards of the project location, and corresponding specifications and regulations 
applicable to the project, if the parties to the contract have special requirements, should be agreed upon in the special contract terms.
1.4.2 If the employer requires the use of foreign standards and specifications, the employer shall be responsible for providing the original 
version and the Chinese translation, and shall stipulate in the Special Contract Terms the name, number of copies and time of provision of the 
standard specifications.
1.4.3 If the technical standards and functional requirements of the project by the employer are higher or stricter than the current national, 
industry or local standards, they shall be clearly stated in the special contract terms. Unless otherwise agreed in the special contract terms, it shall be 
deemed that the contractor has fully foreseen the complexity of the aforementioned technical standards and functional requirements before signing 
the contract, and the costs arising therefrom have been included in the contract price.
1.5 Priority of Contract Documents
The various documents that make up the contract shall interpret and explain each other. Unless otherwise agreed in the special contract terms, 
the priority order for interpreting the contract documents is as follows:
( 1 ) Contract agreement;
( 2 ) Notice of winning the bid (if any);
( 3 ) The bid letter and its appendices (if any);
( 4 ) Special contract terms and their annexes;
( 5 ) General contract terms;
( 6 ) Technical standards and requirements;
( 7 ) Drawings;
( 8 ) Priced bill of quantities or budget;
( 9 ) Other contract documents.
The above-mentioned contract documents include the supplements and amendments made by the parties to the contract to the contract 
documents. For documents of the same category, the most recent signed one shall prevail.
All documents related to the contract generated during the process of contract conclusion and performance constitute part of the contract 
documents, and the order of priority of interpretation is determined according to their nature.
1.6 Drawings and Contractor's Documents
1.6.1 Provision and disclosure of drawings
The employer shall provide drawings to the contractor free of charge in accordance with the time limit, quantity and content agreed upon in 
the Special Contract Terms, and shall organize the contractor, the supervisor and the designer to conduct drawing review and design briefing. The 
employer shall provide drawings to the contractor no later than 14 days before the commencement date specified in Item 7.3.2 [Commencement 
Notice].
 
10

If the contractor's costs increase and/or the construction period is delayed due to the employer's failure to provide drawings as agreed in the 
contract, it shall be handled in accordance with the provisions of Item 7.5.1 [Delay in construction period due to the contractor's reasons].
1.6.2 Errors in drawings
After receiving the drawings provided by the employer, if the contractor finds errors, omissions or defects in the drawings, he shall promptly 
notify the supervisor. After receiving the notice, the supervisor shall attach relevant opinions and immediately report it to the employer. The 
employer shall make a decision within a reasonable time after receiving the notice from the supervisor. Reasonable time refers to the time required 
for the employer to complete the modification and supplement of the drawings with all efforts and without slacking off after receiving the notice 
from the supervisor.
1.6.3 Modification and supplement of drawings
If the drawings need to be modified and supplemented, they must be agreed upon by the original designer of the drawings and the approval 
department, and the supervisor shall submit the modified drawings or supplementary drawings to the contractor before the construction of the 
project or the corresponding part of the project. The contractor shall construct according to the modified or supplemented drawings.
1.6.4 Contractor's Documents
The contractor shall provide the documents related to the project construction that should be prepared by it in accordance with the provisions 
of the special contract, and submit them to the supervisor in the time limit, quantity and form agreed upon in the special contract terms, and the 
supervisor shall report them to the employer.
Unless otherwise agreed in the special contract terms, the supervisor shall complete the review within 7 days after receiving the contractor's 
documents. If the supervisor has any objection to the contractor's documents, the contractor shall modify them and resubmit them to the supervisor. 
The supervisor's review does not reduce or exempt the contractor from the responsibilities it should bear according to the contract.
1.6.5 Custody of drawings and contractor's documents
Unless otherwise agreed in the special contract terms, the contractor shall keep another complete set of drawings and contractor documents at 
the construction site for use by the employer, supervisor and relevant personnel when conducting project inspections.
1.7 Contact
1.7.1 All notices, approvals, certifications, certificates, instructions, orders, requirements, requests, consents, opinions, determinations and 
decisions related to the contract shall be in written form and shall be delivered to the recipient and place of delivery within the period agreed in the 
contract.
1.7.2 The employer and the contractor shall agree on their respective recipients and delivery locations in the Special Contract Terms. If there 
is any change in the designated recipient or delivery location by either party to the contract, the other party shall be notified in writing 3 days in 
advance.
1.7.3 The employer and the contractor shall promptly sign for correspondence delivered by the other party to the delivery location and 
designated recipient. If they refuse to sign for the 
 
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correspondence, the increased costs and/or delayed construction period shall be borne by the party refusing to accept the correspondence.
1.8 Bribery is strictly prohibited
The parties to a contract shall not seek illegal benefits or damage the rights and interests of the other party by means of bribery or disguised 
bribery. If a party to a contract causes losses to the other party due to bribery, it shall compensate for the losses and bear the corresponding legal 
responsibilities.
The contractor shall not collude with the supervisor or a third party hired by the contractor to harm the interests of the contractor. Without the 
written consent of the contractor, the contractor shall not provide the supervisor with communication equipment, transportation and any other 
benefits other than those agreed in the contract, and shall not pay remuneration to the supervisor.
1.9 Fossils and Cultural Relics
All cultural relics, historical sites and other relics, fossils, coins or articles of geological or archaeological value excavated at the construction 
site belong to the state. Once the above cultural relics are found, the contractor shall take reasonable and effective protective measures to prevent 
any person from moving or damaging the above articles, and immediately report to the relevant government administrative department and notify 
the supervisor at the same time.
The employer, supervisor and contractor shall take appropriate protective measures as required by the relevant government administrative 
departments, and the increased costs and/or delayed construction period shall be borne by the employer.
If the contractor fails to report the discovery of cultural relics in a timely manner or conceals the discovery, resulting in the loss or damage of 
cultural relics, he shall compensate for the losses and bear the corresponding legal liability.
1.10 Transportation
1.10.1 Rights of access to the site
Unless otherwise agreed in the special contract terms, the employer shall be responsible for obtaining the approval procedures and all rights 
required for entering and exiting the construction site, as well as the rights to build roads, bridges and other infrastructure required for construction, 
and shall bear the relevant handling fees and construction costs. The contractor shall assist the employer in handling the procedures for building 
roads, bridges and other infrastructure inside and outside the site.
The contractor shall inspect the construction site before signing the contract and reasonably foresee the ways, means and routes of entering 
and exiting the construction site required for the construction of the project based on the scale and technical parameters of the project. The increased 
costs and/or delayed construction period due to the contractor's failure to reasonably foresee shall be borne by the contractor.
1.10.2 Off-site traffic
The employer shall provide the technical parameters and specific conditions of the off-site traffic facilities. The contractor shall comply with 
relevant traffic laws and regulations, strictly follow the load limits of roads and bridges, implement relevant road speed limits, traffic restrictions, 
and prohibition of overloading, and cooperate with the supervision and inspection of the traffic management department. If 
 
12

the off-site traffic facilities cannot meet the needs of the project construction, the employer shall be responsible for improving them and bear the 
relevant expenses.
1.10.3 On-site traffic
The employer shall provide the technical parameters and specific conditions of the on-site traffic facilities, and shall provide the contractor 
with the on-site roads and traffic facilities required for the construction of the project free of charge in accordance with the provisions of the special 
contract. If the above roads or traffic facilities are damaged due to the contractor's fault, the contractor shall be responsible for repairing them and 
bear the additional expenses.
In addition to the on-site roads and traffic facilities provided by the employer in accordance with the contract, the contractor shall be 
responsible for the construction, repair, maintenance and management of other on-site temporary roads and traffic facilities required for 
construction. The employer and the supervisor may use the on-site temporary roads and traffic facilities constructed by the contractor to achieve the 
purpose of the contract.
The boundary between off-site traffic and on-site traffic shall be agreed upon by the parties to the contract in the special contract terms.
1.10.4 Transportation of oversized and overweight items
For oversized or overweight items that the contractor is responsible for transporting, the contractor shall be responsible for applying to the 
traffic management department, and the employer shall provide assistance. The cost of temporary reinforcement and reconstruction of roads and 
bridges required for the transportation of oversized or overweight items and other related expenses shall be borne by the contractor, unless 
otherwise agreed in the special contract terms.
1.10.5 Liability for Damage to Roads and Bridges
If the contractor causes damage to public roads and bridges inside or outside the construction site due to transportation, the contractor shall 
bear all costs of repairing the damage and any compensation that may arise.
1.10.6 Water and air transport
The contents of the preceding items of this paragraph apply to water transport and air transport, where the term " road " includes rivers, 
shipping routes, locks, airports, docks, embankments and other similar structures in water or air transport; the term " vehicle " includes ships and 
aircraft, etc.
1.11 Intellectual Property 
1.11.1 Unless otherwise agreed in the special contract terms, the copyright of the drawings provided by the employer to the contractor, the 
technical specifications prepared by the employer or commissioned by the employer for the implementation of the project, and the documents 
reflecting the employer's requirements or other documents of similar nature shall belong to the employer. The contractor may copy and use such 
documents for the purpose of the contract, but shall not use them for other matters unrelated to the contract. Without the written consent of the 
employer, the contractor shall not copy, use or provide the above documents to any third party for purposes other than the contract.
1.11.2 Unless otherwise agreed in the special contract terms, the copyright of the documents prepared by the contractor for the 
implementation of the project, except for the right of authorship, 
 
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belongs to the employer. The contractor may copy and use such documents for the purpose of operation, commissioning, maintenance, and 
modification of the project, but cannot use them for other matters unrelated to the contract. Without the written consent of the employer, the 
contractor shall not copy, use the above documents for purposes other than the contract or provide them to any third party.
1.11.3 The parties to the contract guarantee that they will not infringe upon the intellectual property rights of the other party or any third party 
during the performance of the contract. The contractor shall bear any liability arising from infringement of the patent rights or other intellectual 
property rights of others when using materials, construction equipment, engineering equipment or construction technology; the contractor shall bear 
any liability arising from infringement caused by materials, construction equipment, engineering equipment or construction technology provided by 
the employer.
1.11.4 Unless otherwise agreed in the special contract terms, the royalties for the patents, proprietary technologies and trade secrets that the 
contractor has determined to adopt before and at the time of signing the contract are included in the signed contract price.
1.12 Confidentiality
Unless otherwise provided by law or agreed in the contract, the contractor shall not disclose to a third party the commercial secrets such as 
drawings, documents and information declared to be confidential provided by the contractor without the employer's consent.
Unless otherwise provided by law or agreed in the contract, the employer shall not disclose to a third party, without the contractor's consent, 
commercial secrets such as technical secrets provided by the contractor and information declared to be confidential.
1.13 Correction of errors in the bill of quantities
Unless otherwise agreed in the special contract terms, the bill of quantities provided by the employer shall be deemed to be accurate and 
complete. In the event of any of the following circumstances, the employer shall make corrections and adjust the contract price accordingly:
( 1 ) There are missing items or omissions in the bill of quantities;
( 2 ) The deviation of the bill of quantities exceeds the deviation range of the quantities agreed upon in the special contract terms;
( 3 ) The measurement is not carried out in accordance with the mandatory provisions of the current national measurement standards.
2. Employer
2.1 License or approval
The employer shall abide by the law and obtain the permits, approvals or filings required by the law, including but not limited to the permit 
for planning land for construction, the permit for planning construction projects, the permit for construction projects, the permits and approvals for 
temporary water and electricity use, interruption of road traffic, temporary occupation of land, etc. The employer shall assist the contractor in 
obtaining the relevant construction certificates and approvals required by the law.
 
14

If the aforementioned permits, approvals or filings are not completed in a timely manner due to the employer's fault, the employer shall bear 
the increased costs and/or delayed construction period, and pay the contractor a reasonable profit.
2.2 Employer’s Representative
The employer shall specify the name, position, contact information and scope of authorization of the employer's Representative stationed at 
the construction site in the special contract terms. The employer's representative shall be responsible for handling specific matters related to the 
employer during the performance of the contract within the scope of authorization of the employer. The employer shall bear legal responsibility for 
the actions of the employer's representative within the scope of authorization. If the employer replaces the employer's representative, it shall notify 
the contractor in writing 7 days in advance.
If the employer's representative fails to perform his duties and obligations as agreed in the contract, and the contract cannot be performed 
normally, the contractor may request the employer to replace the employer's representative.
For projects that are not subject to statutory supervision, the supervisor's authority may be exercised by the employer's representative or other 
personnel designated by the employer.
2.3 Employer’s Personnel
The employer should require the employer's personnel at the construction site to comply with the law and relevant regulations on safety, 
quality, environmental protection, civilized construction, etc., and protect the contractor from losses and liabilities caused by the employer's 
personnel's failure to comply with the above requirements.
The employer’s personnel include the employer’s representative and other personnel dispatched by the employer to the construction site.
2.4 Provision of construction site, construction conditions and basic information  
2.4.1 Provide construction site
Unless otherwise agreed in the special contract terms, the employer shall hand over the construction site to the contractor at least 7 days 
before the commencement date.
2.4.2 Provide construction conditions
Unless otherwise agreed in the special contract terms, the employer shall be responsible for providing the conditions required for 
construction, including:
( 1 ) Connect construction water, electricity, communication lines and other necessary conditions for construction to the construction site;
( 2 ) Ensure that the contractor is provided with the necessary traffic conditions to access the construction site for normal construction;
( 3 ) Coordinate the protection of underground pipelines and adjacent buildings, structures, and ancient and famous trees around the 
construction site, and bear the relevant expenses;
( 4 ) Other facilities and conditions to be provided in accordance with the terms of the special contract.
2.4.3 Provide basic information
 
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Before handing over the construction site, the employer shall provide the contractor with information on underground pipelines such as water 
supply, drainage, power supply, gas supply, heating, communications, radio and television in the construction site and adjacent areas that are 
necessary for the construction of the project, meteorological and hydrological observation data, geological survey data, adjacent buildings, 
structures and underground projects and other relevant basic information, and shall be responsible for the authenticity, accuracy and completeness of 
the information provided.
According to the law, for basic information that must be provided after the start of construction, the employer should make every effort to 
provide it in a timely manner within a reasonable period before the construction of the corresponding project. The reasonable period should be 
limited to not affecting the normal construction of the contractor.
2.4.4 Liability for late provision
If the employer fails to provide the contractor with the construction site, construction conditions and basic information in a timely manner as 
agreed in the contract due to the employer's own reasons, the employer shall bear the increased costs and (or) delayed construction period.
2.5 Proof of source of funds and payment guarantee
28 days of receipt of the contractor's written notice requesting proof of source of funds, provide the contractor with corresponding proof of 
source of funds capable of paying the contract price in accordance with the contract.
Unless otherwise agreed in the special contract terms, if the contractor is required by the employer to provide a performance guarantee, the 
employer shall provide the contractor with a payment guarantee. The payment guarantee may be in the form of a bank guarantee or a guarantee 
company guarantee, etc., which shall be agreed upon by the parties to the contract in the special contract terms.
2.6 Payment of Contract Price
The contractor shall pay the contract price to the contractor in a timely manner in accordance with the contract.
2.7 Organize completion acceptance
The employer shall organize the completion acceptance in a timely manner as agreed in the contract.
2.8 Site Unified Management Agreement
The employer shall sign a unified construction site management agreement with the contractor and the contractor of the specialized project 
directly contracted by the contractor to clarify the rights and obligations of each party. The unified construction site management agreement shall be 
an annex to the special contract terms.
3. Contractor
3.1 General Obligations of the Contractor
The contractor shall comply with the laws and engineering construction standards and specifications in the performance of the contract and 
shall perform the following obligations:
 
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( 1 ) To obtain the permits and approvals that the contractor is required to obtain under the law, and submit the results of the procedures in 
writing to the employer for retention;
( 2 ) Complete the project in accordance with legal provisions and contractual agreements, and assume warranty obligations during the 
warranty period;
( 3 ) Take construction safety and environmental protection measures in accordance with legal provisions and contractual agreements, apply 
for work-related injury insurance, and ensure the safety of the project and its personnel, materials, equipment and facilities;
( 4 ) Prepare the construction organization design and construction measures plan according to the work content and construction progress 
requirements agreed in the contract, and be responsible for the completeness, safety and reliability of all construction operations and construction 
methods;
( 5 ) When carrying out the various works agreed upon in the contract, the rights of the employer and others to use public roads, water 
sources, municipal pipe networks and other public facilities shall not be infringed, and interference with neighboring public facilities shall be 
avoided. If the contractor occupies or uses the construction site of others and affects the work or life of others, he shall bear the corresponding 
responsibility;
( 6 ) Responsible for the protection of the construction site and its surrounding environment and ecology in accordance with the provisions of 
Section 6.3 (Environmental Protection);
( 7 ) Take construction safety measures as agreed in Clause 6.1 [Safe and Civilized Construction] to ensure the safety of the project and its 
personnel, materials, equipment and facilities, and to prevent personal injury and property loss caused by the construction of the Project;
( 8 ) All the fees paid by the employer in accordance with the contract shall be used exclusively for the contract works, and the wages of the 
employees employed by the employer shall be paid promptly, and the contract fees to the subcontractors shall be paid promptly;
( 9 ) Prepare the completion data in accordance with the legal provisions and the contract agreement, complete the filing and archiving of the 
completion data, and hand over the completion data to the employer in accordance with the number, content, time and other requirements stipulated 
in the special contract terms;
( 10 ) Other obligations to be performed.
3.2 Project Manager
3.2.1 The project manager shall be a person confirmed by the parties to the contract, and the project manager's name, title, registered practice 
certificate number, contact information and scope of authorization shall be clearly stated in the special contract terms. The project manager shall be 
responsible for performing the contract on behalf of the contractor after being authorized by the contractor. The project manager shall be an 
employee formally employed by the contractor. The contractor shall submit to the employer the labor contract between the project manager and the 
contractor, as well as the valid proof of the contractor's payment of social insurance for the project manager. If the contractor fails to submit the 
above documents, the project manager shall not be entitled to perform his duties, and the employer shall have the right to request the replacement of 
the project manager. The increased costs and (or) delayed construction period shall be borne by the contractor.
 
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The project manager should be stationed at the construction site and the number of days per month at the construction site should not be less 
than the number of days agreed upon in the special contract terms. The project manager should not serve as the project manager of other projects at 
the same time. When the project manager really needs to leave the construction site, he should notify the supervisor in advance and obtain the 
written consent of the employer. The project manager's notice should state the registered professional qualifications, management experience and 
other information of the person who temporarily performs his duties, and the person should have the ability to perform the corresponding duties.
If the contractor violates the above agreement, he shall bear the liability for breach of contract in accordance with the provisions of the 
special contract.
3.2.2 The project manager shall organize the implementation of the project in accordance with the contract. In case of emergency, to ensure 
the safety of construction and personnel, if it is impossible to contact the employer representative and the chief supervisor engineer in time, the 
project manager has the right to take necessary measures to ensure the safety of people, property and projects related to the project, but shall submit 
a written report to the employer representative and the chief supervisor engineer within 48 hours.
3.2.3 If the contractor needs to replace the project manager, it shall notify the employer and the supervisor in writing 14 days in advance and 
obtain the written consent of the employer. The notice shall state the registered professional qualifications, management experience and other 
information of the successor project manager, and the successor project manager shall continue to perform the duties agreed in Item 3.2.1 . The 
contractor shall not replace the project manager without the written consent of the employer. If the contractor replaces the project manager without 
authorization, it shall bear the liability for breach of contract in accordance with the provisions of the special contract terms.
3.2.4 The employer has the right to notify the contractor in writing to replace the project manager whom it deems incompetent, and the notice 
shall state the reasons for the replacement. The contractor shall submit a written improvement report to the employer within 14 days after receiving 
the replacement notice. If the employer still requires replacement after receiving the improvement report, the contractor shall make the replacement 
within 28 days after receiving the second replacement notice, and notify the employer in writing of the registered professional qualifications, 
management experience and other information of the newly appointed project manager. The successor project manager shall continue to perform the 
duties agreed in Item 3.2.1 . If the contractor refuses to replace the project manager without justifiable reasons, it shall bear the liability for breach 
of contract in accordance with the provisions of the special contract terms.
3.2.5 If the project manager authorizes his subordinates to perform a certain job responsibility due to special circumstances, the subordinates 
should have the ability to perform the corresponding duties and should notify the supervisor in writing of the name and scope of authorization of the 
above-mentioned personnel 7 days in advance and obtain the written consent of the employer.
 
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3.3 Contractor Personnel
3.3.1 Unless otherwise agreed in the special contract terms, the contractor shall submit to the supervisor a report on the contractor's project 
management organization and construction site personnel arrangements within 7 days after receiving the notice to start construction. The content of 
the report shall include the names of the main construction management personnel such as contract management, construction, technology, 
materials, quality, safety, finance, etc., their positions, registered professional qualifications, etc., as well as the arrangements for technical workers 
of various types of work, and at the same time, submit proof of the labor relationship between the main construction management personnel and the 
contractor and valid proof of payment of social insurance.
3.3.2 The main construction management personnel assigned by the contractor to the construction site should be relatively stable. If there are 
any changes during the construction process, the contractor shall submit a report on the changes in the construction site personnel to the supervisor 
in a timely manner. When the contractor replaces the main construction management personnel, it shall notify the supervisor in writing 7 days in 
advance and obtain the written consent of the employer. The notice shall state the registered professional qualifications, management experience 
and other information of the successor.
Workers performing special jobs should all hold corresponding qualification certificates, which the supervisor can check at any time.
3.3.3 If the employer has any objection to the qualifications or capabilities of the Contractor's main construction management personnel, the 
contractor shall provide materials to prove that the questioned personnel are capable of completing their job duties or that the circumstances 
questioned by the employer do not exist. If the employer requires the replacement of the main construction management personnel who cannot 
perform their duties and obligations in accordance with the contract, the contractor shall replace them. If the contractor refuses to replace them 
without justifiable reasons, it shall bear the liability for breach of contract in accordance with the provisions of the special contract terms.
3.3.4 Unless otherwise agreed in the special contract terms, if the contractor's main construction management personnel leave the 
construction site for no more than 5 days per month, they shall report to the supervisor for approval; if they leave the construction site for more than 
5 days per month, they shall notify the supervisor and obtain the written consent of the employer. Before leaving the construction site, the main 
construction management personnel shall designate an experienced person to temporarily perform their duties. Such person shall have the 
qualifications and ability to perform the corresponding duties and shall obtain the consent of the supervisor or the employer.
3.3.5 If the contractor replaces the main construction management personnel without authorization, or the aforementioned personnel leave the 
construction site without the consent of the supervisor or the employer, the contractor shall bear the liability for breach of contract in accordance 
with the terms of the special contract.
3.4 Contractor's on-site investigation
The contractor shall be responsible for the interpretation and inference made based on the basic information submitted by the employer in 
accordance with Item 2.4.3 [Provision of Basic Information]. 
 
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However, if the contractor's interpretation or inference is inaccurate due to errors or omissions in the basic information, the employer shall bear the 
responsibility.
The contractor shall investigate the construction site and construction conditions, and fully understand the meteorological conditions, traffic 
conditions, customs and habits of the construction site and other information related to the completion of the contract work. If the contractor fails to 
fully investigate and understand the above conditions or fails to fully estimate the possible consequences of the above conditions, the contractor 
shall bear the increased costs and (or) delayed construction period.
3.5 Subcontracting
3.5.1 General provisions on subcontracting
The contractor shall not subcontract the entire project to a third party, or dismember the entire project and subcontract it to a third party in the 
name of subcontracting. The contractor shall not subcontract the main structure of the project, key work and professional projects prohibited from 
subcontracting in the special contract terms to a third party. The scope of the main structure and key work shall be clarified by the contracting 
parties in the special contract terms in accordance with the law.
The contractor shall not subcontract or illegally subcontract the project in the name of labor subcontracting.
3.5.2 Determination of Subcontracting
The contractor shall subcontract and determine the subcontractor in accordance with the provisions of the Special Contract. For specialized 
works with provisional estimates given in the priced bill of quantities or budget, the subcontractor shall be determined in accordance with Sub-
Clause 10.7 [Provisional Estimate]. Where subcontracting is carried out in accordance with the contract, the contractor shall ensure that the 
subcontractor has the corresponding qualifications and capabilities. Subcontracting of works does not reduce or exempt the contractor's 
responsibilities and obligations, and the contractor and the subcontractor shall bear joint and several liability to the employer for the subcontracted 
works. Unless otherwise agreed in the contract, the contractor shall submit a copy of the subcontract contract to the employer and the supervisor 
within 7 days after the signing of the subcontract contract.
3.5.3 Subcontract Management
The contractor shall submit to the supervisor a list of the subcontractor's main construction management personnel and implement real-name 
management of the subcontractor's construction personnel, including but not limited to entry and exit management, registration, and processing of 
various certificates and licenses.
3.5.4 Subcontract Price
( 1 ) Except as provided for in Item ( 2 ) of this Clause or otherwise provided for in the Special Contract Terms, the subcontract price shall be 
settled between the contractor and the subcontractor. The Employer shall not pay the subcontract price to the subcontractor without the contractor's 
consent.
 
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( 2 ) If an effective legal document requires the employer to pay the subcontract price to the subcontractor, the employer shall be entitled to 
deduct such amount from the construction fee payable to the contractor.
3.5.5 Transfer of rights and interests in subcontracts
If the subcontractor's obligations under the subcontract continue beyond the expiration of the defect liability period, the employer has the 
right to require the contractor to transfer its rights and interests under the subcontract to the employer before the expiration of the defect liability 
period, and the contractor shall transfer the rights and interests. Unless otherwise agreed in the transfer contract, the subcontractor shall perform its 
obligations to the employer after the transfer contract takes effect.
3.6 Project supervision and protection of finished products and semi-finished products
( 1 ) Unless otherwise agreed in the Special Contract Terms, the Contractor shall be responsible for the care of the Works and the materials 
and equipment related to the Works from the date the Construction Site is handed over by the Employer to the Contractor until the date the Works 
Taking-Over Certificate is issued.
( 2 ) If the works, materials or equipment are damaged due to the contractor's fault during the period of care, the contractor shall be 
responsible for repairing or replacing them and shall bear the increased costs and/or delayed construction period.
( 3 ) The contractor shall be responsible for protecting the finished and semi-finished products completed in stages under the contract before 
the project acceptance certificate is issued. If the finished or semi-finished products are damaged due to the contractor's fault, the contractor shall be 
responsible for repairing or replacing them and bear the increased costs and (or) delayed construction period.
3.7 Performance Guarantee
If the employer needs the contractor to provide a performance guarantee, the parties to the contract shall agree on the form, amount and term 
of the performance guarantee in the special contract terms. The performance guarantee can be in the form of a bank guarantee or a guarantee 
company guarantee, which shall be agreed upon by the parties to the contract in the special contract terms.
If the construction period is extended due to the contractor's reasons, the additional costs of continuing to provide performance security shall 
be borne by the contractor; if the construction period is extended due to reasons not attributable to the contractor, the additional costs of continuing 
to provide performance security shall be borne by the employer.
3.8 Consortium
3.8.1 All parties of the consortium shall jointly sign a contract agreement with the employer. All parties of the consortium shall bear joint and 
several liability to the employer for the performance of the contract.
3.8.2 The Consortium Agreement shall be confirmed by the employer and shall be included in the Contract Annex. During the performance 
of the Contract, the Consortium Agreement shall not be amended without the employer’s consent.
3.8.3 The leader of the consortium is responsible for liaising with the employer and the supervisor, accepting instructions, and organizing all 
members of the consortium to fully perform the contract.
 
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4. Supervisor
4.1 General provisions for supervisors
If the project is supervised, the employer and the contractor shall specify the supervisor's supervision content and supervision authority in the 
special contract terms. The supervisor shall, in accordance with the employer's authorization and legal provisions, inspect, check, review, and accept 
matters related to the construction of the project on behalf of the employer, and issue relevant instructions, but the supervisor shall not have the right 
to modify the contract, nor shall he have the right to reduce or exempt any responsibilities and obligations of the contractor stipulated in the 
contract.
Unless otherwise agreed in the special contract terms, the office and living quarters for the supervisor at the construction site shall be 
provided by the contractor and the expenses incurred shall be borne by the employer.
4.2 Supervision personnel
The right granted by the employer to the supervisor to supervise the project shall be exercised by the supervisor personnel stationed at the 
construction site, including the chief supervisor engineer and the supervisor engineer. The supervisor shall notify the contractor in writing in 
advance of the names and scope of authorization of the authorized chief supervisor engineer and supervisor engineer. If the chief supervisor 
engineer is replaced, the supervisor shall notify the contractor in writing 7 days in advance; if other supervisor personnel are replaced, the 
supervisor shall notify the contractor in writing 48 hours in advance.
4.3 Supervisor’s instructions
The supervisor shall issue supervision instructions in accordance with the authorization of the employer. The supervisor's instructions shall be 
in written form and signed by the supervisor authorized by him. In an emergency, in order to ensure the safety of construction workers or avoid 
damage to the project, the supervisor may issue instructions orally, which shall have the same legal effect as written instructions, but written 
supervision instructions must be reissued within 24 hours after the oral instructions are issued, and the reissued written supervision instructions shall 
be consistent with the oral instructions.
The instructions issued by the supervisor shall be delivered to the contractor's project manager or a person authorized by the project manager 
to receive the instructions. If the contractor's expenses increase and/or the construction period is delayed due to the supervisor's failure to issue 
instructions as agreed in the contract, delayed instructions or wrong instructions, the employer shall bear the corresponding responsibilities. Unless 
otherwise agreed in the Special Contract Terms, the chief supervisor engineer shall not authorize or delegate the power to determine the chief 
supervisor engineer as stipulated in Sub-Clause 4.4 (Agreement or Determination) to other supervisory personnel.
If the contractor has any questions about the instructions issued by the supervisor, he should submit written objections to the supervisor. The 
supervisor should confirm, change or revoke the instructions within 48 hours. If the supervisor fails to respond within the time limit, the contractor 
has the right to refuse to execute the above instructions.
 
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If the supervisor fails to make any comments on any work, project or the materials and equipment used by the contractor within the agreed or 
reasonable period, it shall be deemed as approval, but this shall not exempt or reduce the contractor's responsibilities and obligations for such work, 
project, materials, engineering equipment, etc.
4.4 Agreed or determined
When the parties to the contract are negotiating or determining, the chief supervisor engineer shall work with the parties to the contract to try 
to reach an agreement through consultation. If no agreement can be reached, the chief supervisor engineer shall make a fair determination prudently 
in accordance with the contract agreement.
The chief supervisor engineer shall notify the employer and the contractor of the determination in writing, with detailed evidence attached. If 
the parties to the contract have no objection to the determination of the chief supervisor engineer, the determination of the chief supervisor engineer 
shall be followed. If any party to the contract has any objection, it shall be handled in accordance with the provisions of Article 20 [Dispute 
Resolution]. Before the dispute is resolved, the parties to the contract shall temporarily follow the determination of the chief supervisor engineer; 
after the dispute is resolved, if the result of the dispute resolution is inconsistent with the determination of the chief supervisor engineer, the result of 
the dispute resolution shall be followed, and the losses caused shall be borne by the person responsible.
5. Project quality
5.1 Quality requirements
5.1.1 The quality standards of the project must comply with the requirements of the current national standards and criteria for project 
construction quality acceptance. Special standards or requirements for project quality shall be agreed upon by the parties to the contract in the 
special contract terms.
5.1.2 If the quality of the project fails to meet the standards agreed in the contract due to the fault of the employer, the employer shall bear the 
increased costs and/or delayed construction period and pay the contractor a reasonable profit.
5.1.3 If the quality of the project fails to meet the standards agreed in the contract due to the contractor's fault, the employer has the right to 
require the contractor to rework until the quality of the project meets the standards agreed in the contract, and the contractor shall bear the increased 
costs and (or) delayed construction period.
5.2 Quality Assurance Measures
5.2.1 Quality Management of the employer
The employer shall complete all work related to the project quality in accordance with the legal provisions and contractual agreements.
5.2.2 Contractor's Quality Management
The contractor shall submit the project quality assurance system and measures documents to the employer and the supervisor in accordance 
with the provisions of Section 7.1 (Construction Organization Design), establish a sound quality inspection system, and submit corresponding 
project 
 
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quality documents. The employer has the right to refuse to implement any erroneous instructions from the employer and the supervisor that violate 
the law and the contract.
The contractor should provide quality education and technical training to construction personnel, regularly assess the labor skills of 
construction personnel, and strictly implement construction specifications and operating procedures.
The contractor shall, in accordance with the legal provisions and the employer's requirements, conduct quality inspection and testing of 
materials, engineering equipment, all parts of the project and its construction technology throughout the entire process, make detailed records, 
prepare engineering quality reports, and submit them to the supervisor for review. In addition, the contractor shall, in accordance with the legal 
provisions and the employer's requirements, conduct on-site sampling tests, engineering review measurements and equipment performance tests, 
provide test samples, submit test reports and measurement results, and other work.
5.2.3 Quality inspection and testing by the supervisor
The supervisor shall inspect and test all parts of the project and its construction technology, materials and engineering equipment in 
accordance with legal provisions and the authorization of the contractor. The contractor shall provide convenience for the supervisor's inspection 
and testing, including the supervisor's inspection and review of the original construction records at the construction site, or the manufacturing and 
processing site, or other places agreed in the contract. The inspection and testing conducted by the supervisor for this purpose shall not exempt or 
reduce the contractor's responsibilities as agreed in the contract.
The inspection and testing of the supervisor shall not affect the normal progress of the construction. If the inspection and testing of the 
supervisor affects the normal progress of the construction and fails to meet the inspection and testing requirements, the costs of affecting the normal 
construction shall be borne by the contractor and the construction period shall not be extended; if the inspection and testing requirements are met, 
the increased costs and (or) delayed construction period shall be borne by the employer.
5.3 Inspection of concealed works
5.3.1 Contractor Self-Inspection
The contractor shall conduct self-inspection of hidden parts of the project and confirm whether the conditions for covering are met through 
self-inspection.
5.3.2 Inspection procedures
Unless otherwise agreed upon in the special contract terms, if the contractor confirms through self-inspection that the hidden parts of the 
project are ready for covering, the contractor shall notify the supervisor in writing 48 hours before the joint inspection. The notice shall state the 
content, time and place of the hidden inspection, and shall be accompanied by self-inspection records and necessary inspection materials.
The supervisor shall arrive on time and inspect the concealed works and their construction techniques, materials and engineering equipment. 
The contractor may cover the works only after the supervisor has confirmed that the quality meets the concealed requirements and signs the 
acceptance 
 
24

record. If the supervisor finds that the quality is unqualified, the contractor shall complete the repair within the time specified by the supervisor and 
the supervisor shall re-inspect it. The increased costs and (or) delayed construction period shall be borne by the contractor.
Unless otherwise agreed in the special contract terms, if the supervisor cannot conduct the inspection on time, he shall submit a written 
request for extension to the contractor 24 hours before the inspection, but the extension shall not exceed 48 hours. If the construction period is 
delayed as a result, the construction period shall be extended accordingly. If the supervisor fails to conduct the inspection on time and does not 
request an extension, the concealed works inspection shall be deemed to be qualified, and the contractor may complete the covering work on its 
own and make corresponding records and submit them to the supervisor, who shall sign and confirm. If the supervisor has any questions about the 
inspection records afterwards, he may re-inspect in accordance with the provisions of Item 5.3.3 [Re-inspection].
5.3.3 Re-examination
After the contractor covers the hidden parts of the project, if the employer or supervisor has doubts about the quality, they may require the 
contractor to drill holes or uncover the covered parts for re-inspection. The contractor shall comply with the instructions and re-cover and restore 
the original state after inspection. If the inspection proves that the quality of the project meets the requirements of the contract, the employer shall 
bear the increased costs and (or) delayed construction period, and pay the contractor a reasonable profit; if the inspection proves that the quality of 
the project does not meet the requirements of the contract, the increased costs and (or) delayed construction period shall be borne by the contractor.
5.3.4 Unauthorized coverage by the contractor
If the contractor covers the hidden parts of the project without notifying the supervisor to come for on-site inspection, the supervisor has the 
right to instruct the contractor to drill holes or uncover them for inspection. Regardless of whether the quality of the hidden parts of the project is 
qualified, the increased costs and (or) delayed construction period shall be borne by the contractor.
5.4 Handling of unqualified projects
5.4.1 If the project is unqualified due to the contractor's fault, the employer has the right to require the contractor to take remedial measures at 
any time until the quality standard required by the contract is met. The increased costs and (or) delayed construction period shall be borne by the 
contractor. If the failure cannot be remedied, the provisions of Item 13.2.4 [Rejection of all or part of the project] shall apply. 
5.4.2 If the project is unqualified due to the fault of the employer, the increased costs and/or delayed construction period shall be borne by the 
employer, and the contractor shall be paid a reasonable profit.
5.5 Quality Dispute Detection
If the parties to the contract have any dispute over the quality of the project, the project quality inspection agency agreed upon by both parties 
shall conduct an appraisal, and the expenses and losses incurred thereby shall be borne by the responsible party.
 
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If both parties to the contract are responsible, they shall bear the responsibility respectively according to their respective responsibilities. If 
the parties to the contract cannot reach an agreement, it shall be implemented in accordance with Article 4.4 [Agreed or Determined].
6. Safe and civilized construction and environmental protection
6.1 Safe and civilized construction
6.1.1 Safety production requirements
During the performance of the contract, the parties to the contract shall comply with the requirements of the state and the project location for 
safety production. If the parties to the contract have special requirements, the safety production standardization targets and corresponding matters of 
the construction project shall be clearly stated in the special contract terms. The contractor has the right to refuse any instructions from the employer 
and the supervisor that force the contractor to violate regulations or take risks in construction.
During the construction process, if there are any emergencies that affect construction safety, such as sudden geological changes, unknown 
underground construction obstacles, etc., the contractor should promptly report to the supervisor and the employer. The employer should promptly 
order a suspension of work and report to the relevant government administrative departments to take emergency measures.
If construction needs to be suspended due to production safety reasons, the provisions of Clause 7.8 [Suspension of Construction] shall apply.
6.1.2 Safety production guarantee measures
The contractor shall formulate safety technical measures or special construction plans in accordance with relevant regulations, establish a 
production safety responsibility system, a public security system and a production safety education and training system, perform safety duties in 
accordance with production safety laws and contractual agreements, truthfully prepare relevant records of project safety production, and accept 
inspection and supervision by the employer, the supervisor and the government safety supervision department.
6.1.3 Special production safety issues
The contractor shall carry out the construction in accordance with the law, conduct safety technical briefing before starting the construction, 
and take various safety protection measures during the construction. Personnel of special types hired by the contractor to implement the contract 
shall have received special training and obtained job certificates issued by relevant government management agencies.
When the contractor is carrying out construction near power equipment, power transmission lines, underground pipelines, sealed and shock-
proof workshops, flammable and explosive areas, and major street traffic arteries, he should propose safety protection measures to the employer and 
the supervisor before construction begins, and implement them after approval by the employer. 
When carrying out blasting operations, constructing in radioactive or toxic environments (including storage, transportation, and use), and 
using toxic or corrosive substances in construction, the contractor shall notify the employer and the supervisor in writing 7 days before construction 
and submit corresponding safety protection measures, which shall be implemented after approval by the employer.
 
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If a special construction plan for a hazardous sub-project needs to be prepared separately, or a hazardous sub-project exceeding a certain scale 
that requires expert review, the contractor should prepare and organize the review in a timely manner.
6.1.4 Public security
Unless otherwise agreed in the special contract terms, the employer shall consult with the local public security department to establish a 
public security management agency or joint defense organization on site to uniformly manage public security matters at the construction site and 
perform public security duties for the contract project.
In addition to assisting the on-site security management agency or joint defense organization in maintaining social order at the construction 
site, the employer and the contractor should also do a good job in public security protection in their respective jurisdictions, including living areas.
Unless otherwise agreed in the special contract terms, the employer and the contractor shall jointly prepare a construction site security
management plan within 7 days after the commencement of the project, and formulate an emergency plan to deal with sudden public security 
incidents. During the construction process, if there are terrorist incidents such as riots and explosions, as well as group sudden public security 
incidents such as group fights and armed fights, the employer and the contractor shall immediately report to the local government. The employer 
and the contractor shall actively assist the local relevant departments in taking measures to calm the situation, prevent the situation from escalating, 
and try to avoid casualties and property losses.
6.1.5 Civilized construction
During the construction period, the contractor shall take measures to keep the construction site flat and the materials neatly stacked. If the 
relevant government administrative department of the project location has special requirements, they shall be implemented in accordance with their 
requirements. If the parties to the contract have other requirements for civilized construction, they can be specified in the special contract terms.
Before the project is handed over, the contractor shall remove all of the contractor's engineering equipment, excess materials, garbage and 
various temporary works from the construction site and keep the construction site clean and tidy. With the written consent of the employer, the 
contractor may retain the materials, construction equipment and temporary works required for the contractor to perform its obligations during the 
warranty period at the location designated by the employer.
6.1.6 Safety and civilized construction fee
The safety and civilized construction fee shall be borne by the employer, and the employer shall not deduct this part of the fee in any form. If 
the laws or government regulations applicable to the contract change after the base date, the increased safety and civilized construction fee shall be 
borne by the employer.
The costs incurred by the contractor for taking safety measures other than those agreed in the contract with the consent of the employer shall 
be borne by the employer. If the measures are taken without the consent of the employer, if the losses of the employer are avoided, the employer 
shall bear 
 
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the costs of the measures within the amount of the avoided losses. If the measures avoid the losses of the contractor, the contractor shall bear the 
costs of the measures.
Unless otherwise agreed in the special contract terms, the employer shall prepay 50% of the total safety and civilized construction fee within 
28 days after the commencement of construction , and the remaining part shall be paid at the same time as the progress payment. If the employer 
fails to pay the safety and civilized construction fee for more than 7 days, the contractor shall have the right to issue a reminder notice to the 
employer for prepayment. If the employer still fails to pay within 7 days after receiving the notice, the contractor shall have the right to suspend 
construction and implement the provisions of Item 16.1.1 [Employer's breach of contract].
The contractor should use the safety and civilized construction fees for the designated purpose and list them separately in the financial 
accounts for reference. The contractor shall not use the funds for other purposes. Otherwise, the employer has the right to order the contractor to 
make corrections within a time limit. If the corrections are not made within the time limit, the employer may order the contractor to suspend 
construction, and the increased costs and (or) delayed construction period shall be borne by the contractor.
6.1.7 Emergency handling
If an incident that endangers the safety of the project occurs during the implementation of the project or during the defect liability period, and 
the supervisor notifies the contractor to carry out rescue operations, but the contractor declares that he is unable or unwilling to carry out the rescue 
operations immediately, the employer has the right to hire other personnel to carry out the rescue operations. If such rescue operations are the 
contractor's obligations according to the contract, the increased costs and (or) delayed construction period shall be borne by the contractor.
6.1.8 Accident handling
If an accident occurs during the construction process, the contractor shall immediately notify the supervisor, and the supervisor shall 
immediately notify the employer. The employer and the contractor shall immediately organize personnel and equipment for emergency rescue and 
repair to reduce casualties and property losses, prevent the accident from expanding, and protect the accident site. When it is necessary to move 
items on site, they should be marked and recorded in writing, and relevant evidence should be properly kept. The employer and the contractor shall 
report the accident to the relevant departments in a timely and truthful manner in accordance with relevant national regulations, as well as the 
emergency measures being taken.
6.1.9 Production safety responsibility
6.1.9.1 Safety responsibilities of the employer
The employer shall be responsible for compensating for the losses caused by the following circumstances:
( 1 ) Damage to the property of a third party caused by the occupation of land by the project or any part of the project;
( 2 ) Personal injury or death and property loss to third parties caused by the employer at the construction site and its adjacent areas;
 
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( 3 ) Personal injury or death and property loss to the employer or supervisor caused by the employer;
( 4 ) Personal injury and property loss to the employer’s own personnel caused by the employer.
6.1.9.2 Contractor's safety responsibilities
The contractor shall be responsible for compensating for any personal injury, death, or property loss caused to the employer, supervisor, or 
third party within the construction site and its adjacent areas due to the contractor's fault.
6.2 Occupational Health
6.2.1 Labor protection
The contractor shall arrange the working and rest time of the on-site construction personnel in accordance with the law, guarantee the rest 
time of the workers, and pay reasonable remuneration and expenses. The contractor shall apply for the necessary certificates, licenses, insurance and 
registration for the personnel employed by it to perform the contract in accordance with the law, and the contractor shall urge its subcontractors to 
apply for the necessary certificates, licenses, insurance and registration for the personnel employed by the subcontractors.
The contractor shall ensure the labor safety of on-site construction personnel in accordance with the law and provide labor protection . In 
addition, the contractor shall take effective labor protection measures such as preventing dust, reducing noise, controlling harmful gases, and 
ensuring the safety of high temperature, high cold, and high altitude operations in accordance with the relevant national labor protection regulations. 
If the contractor's employees are injured during construction, the contractor shall immediately take effective measures to rescue and treat them.
The contractor shall arrange working hours in accordance with the law and ensure that its employees enjoy the right to rest and vacation. If 
holidays are taken or working hours are extended due to special needs of the project construction, it shall not exceed the limit prescribed by law, and 
compensatory rest or remuneration shall be given in accordance with the law.
6.2.2 Living conditions
The contractor shall provide necessary accommodation and living environment for the personnel employed to perform the contract; the 
contractor shall take effective measures to prevent infectious diseases, ensure the health of construction personnel, and regularly conduct 
professional inspections and treatments for epidemic prevention and sanitation of construction sites, construction personnel living bases and 
projects. Construction sites far away from towns shall also be equipped with necessary medical personnel and medical facilities for injury 
prevention and treatment and first aid.
6.3 Environmental Protection
The contractor shall specify specific measures for environmental protection in the construction organization design. During the contract 
period, the contractor shall take reasonable measures to protect the construction site environment. Take specific and feasible preventive measures 
against air, water, noise and solid waste pollution that may be caused during the construction process.
The contractor shall bear the liability for tort damages for environmental pollution caused by its own reasons. If the construction is suspended 
due to a dispute caused by the above-mentioned 
 
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environmental pollution, the increased costs and (or) delayed construction period shall be borne by the contractor.
7. Construction period and progress
7.1 Construction organization design
7.1.1 Contents of construction organization design
The construction organization design should include the following contents:
( 1 ) Construction plan; 
( 2 ) Construction site layout plan;
( 3 ) Construction schedule and guarantee measures; 
( 4 ) Labor and material supply plan;
( 5 ) Selection of construction machinery and equipment;
( 6 ) Quality assurance system and measures;
( 7 ) Safety production and civilized construction measures;
( 8 ) Environmental protection and cost control measures;
( 9 ) Other matters agreed upon by the parties to the contract.
7.1.2 Submission and modification of construction organization design
Unless otherwise agreed in the special contract terms, the contractor shall submit a detailed construction organization design to the supervisor 
within 14 days after the signing of the contract, but no later than 7 days before the commencement date specified in Item 7.3.2 [Notice of 
Commencement] , and the supervisor shall submit it to the employer. Unless otherwise agreed in the special contract terms, the employer and the 
supervisor shall confirm or propose amendments within 7 days after the supervisor receives the construction organization design. The contractor 
shall modify and improve the reasonable opinions and requirements raised by the employer and the supervisor at its own expense. If the 
construction organization design needs to be modified according to the actual situation of the project, the contractor shall submit the modified 
construction organization design to the employer and the supervisor.
The preparation and modification of the construction schedule shall be carried out in accordance with Clause 7.2 [Construction Schedule].
7.2 Construction schedule
7.2.1 Preparation of construction schedule
The contractor shall submit a detailed construction schedule in accordance with the provisions of Section 7.1 (Construction Organization 
Design). The preparation of the construction schedule shall comply with the provisions of national laws and general engineering practices. The 
construction schedule shall be implemented after approval by the employer. The construction schedule is the basis for controlling the progress of the 
project. The employer and the supervisor have the right to check the progress of the project in accordance with the construction schedule.
7.2.2 Revision of construction schedule
If the construction schedule does not meet the contract requirements or is inconsistent with the actual progress of the project, the contractor 
shall submit a revised construction schedule to the 
 
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supervisor, together with relevant measures and related materials, and the supervisor shall submit it to the employer. Unless otherwise agreed in the 
special contract terms, the employer and the supervisor shall complete the review and approval or make amendments within 7 days after receiving 
the revised construction schedule. The confirmation of the construction schedule submitted by the contractor by the employer and the supervisor 
cannot reduce or exempt the contractor from any responsibility or obligation that should be borne according to legal provisions and contractual 
agreements.
7.3 Start of construction
7.3.1 Preparation for construction
Unless otherwise agreed in the special contract terms, the contractor shall submit a construction commencement report to the supervisor 
within the time limit agreed in Section 7.1 (Construction Organization Design), and the project shall be implemented after the supervisor reports it 
to the employer for approval. The construction commencement report shall provide detailed information on the implementation of the construction 
roads, temporary facilities, materials, engineering equipment, construction equipment, construction personnel, etc. required for normal construction 
according to the construction schedule, as well as the progress schedule of the project.
Unless otherwise agreed in the special contract terms, the parties to the contract shall complete the preparatory work for commencement of 
construction as agreed.
7.3.2 Notice of commencement of work
The employer shall obtain the necessary permits for the construction of the project in accordance with the law. After the employer's consent, 
the commencement notice issued by the supervisor shall comply with the law. The supervisor shall issue the commencement notice to the contractor 
7 days before the planned commencement date, and the construction period shall commence from the commencement date stated in the 
commencement notice.
Unless otherwise agreed in the special contract terms, if the supervisor fails to issue a commencement notice within 90 days from the planned 
commencement date due to the employer's fault, the contractor shall have the right to request a price adjustment or terminate the contract. The 
employer shall bear the increased costs and/or delayed construction period and pay the contractor a reasonable profit.
7.4 Surveying and setting out
7.4.1 Unless otherwise agreed in the Special Contract Terms, the employer shall provide the contractor with the surveying benchmarks, 
benchmark lines and leveling points and their written materials through the supervisor no later than 7 days before the commencement date specified 
in Item 7.3.2 (Notice of Commencement) . The employer shall be responsible for the authenticity, accuracy and completeness of the surveying 
benchmarks, benchmark lines and leveling points and their written materials provided by it.
If the contractor finds that the surveying benchmarks, benchmark lines, leveling points and their written materials provided by the employer 
contain errors or omissions, the contractor shall promptly notify the supervisor. The supervisor shall promptly report to the employer and verify the 
matter 
 
31

together with the employer and the contractor. The employer shall decide on how to deal with the situation and whether to continue the 
construction, and notify the supervisor and the contractor.
7.4.2 The contractor shall be responsible for all construction surveying and setting out work during the construction process, and shall be 
equipped with personnel with corresponding qualifications, qualified instruments, equipment and other items. The contractor shall correct any errors 
in the location, elevation, size or alignment of the project, and shall be responsible for the positioning of each part of the project.
During the construction process, the contractor is responsible for protecting the leveling points and other surveying landmarks within the 
construction site.
7.5 Construction Delay
7.5.1 Delay in construction period due to the employer's fault
During the performance of the contract, if the construction period is delayed and/or the cost is increased due to the following circumstances, 
the employer shall bear the delayed construction period and/or increased cost, and the employer shall pay the contractor a reasonable profit: 
( 1 ) The employer fails to provide drawings as agreed in the contract or the drawings provided do not comply with the contract;
( 2 ) The employer fails to provide the construction site, construction conditions, basic information, permits, approvals and other construction 
commencement conditions as agreed in the contract;
( 3 ) There are errors or omissions in the surveying benchmarks, benchmark lines and leveling points and their written materials provided by 
the Client;
( 4 ) The employer fails to agree to issue a commencement notice within 7 days from the scheduled commencement date ;
( 5 ) The employer fails to pay the advance payment, progress payment or final payment for the project on the date agreed in the contract;
( 6 ) The supervisor fails to issue instructions, approvals, and other documents as agreed in the contract;
( 7 ) Other circumstances stipulated in the special contract terms.
If the construction is not started on the planned start date due to the employer's reasons, the employer shall postpone the completion date 
according to the actual start date to ensure that the actual construction period is not less than the total calendar days of the construction period 
agreed in the contract. If the construction period is delayed due to the employer's reasons and the construction schedule needs to be revised, it shall 
be implemented in accordance with Item 7.2.2 [Revision of Construction Schedule].
7.5.2 Delay in construction period due to the contractor's fault
If the construction period is delayed due to the contractor's fault, the calculation method of the late completion penalty and the upper limit of 
the late completion penalty can be agreed upon in the special contract terms. After the contractor pays the late completion penalty, it does not 
exempt the contractor from the obligation to continue to complete the project and repair defects.
 
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7.6 Unfavorable Material Conditions
Adverse material conditions are unforeseeable natural material conditions, non-natural material obstacles and pollutants encountered by an 
experienced contractor at the construction site, including subsurface material conditions and hydrological conditions and other circumstances 
stipulated in the special contract terms, but excluding climatic conditions.
When the contractor encounters adverse material conditions, he shall take reasonable measures to overcome the adverse material conditions 
and continue construction, and promptly notify the employer and the supervisor. The notice shall state the content of the adverse material conditions 
and the reasons why the contractor considers them unforeseeable. The supervisor shall issue instructions in a timely manner with the consent of the 
employer. If the instructions constitute a change, they shall be implemented in accordance with Article 10 (Change). The increased costs and/or 
delayed construction period caused by the contractor taking reasonable measures shall be borne by the employer.
7.7 Abnormally severe weather conditions
Abnormal weather conditions refer to those encountered during the construction process that were unforeseeable to an experienced contractor 
when signing the contract and have a substantial impact on the performance of the contract, but have not yet constituted force majeure events. The 
parties to the contract may agree on the specific circumstances of abnormal weather conditions in the special contract terms.
The contractor shall take reasonable measures to overcome the abnormally adverse weather conditions and continue construction, and shall 
promptly notify the employer and the supervisor. The supervisor shall issue instructions in a timely manner after obtaining the employer's consent. 
If the instructions constitute a change, they shall be handled in accordance with Article 10 (Change). The increased costs and/or delayed 
construction period caused by the contractor's taking reasonable measures shall be borne by the employer.
7.8 Suspension of construction
7.8.1 Suspension of construction due to reasons of the employer
If the construction is suspended due to the employer's fault, the supervisor shall issue a construction suspension instruction in a timely 
manner after obtaining the employer's consent. If the situation is urgent and the supervisor fails to issue a construction suspension instruction in a 
timely manner, the suspension shall be implemented in accordance with Item 7.8.4 [Construction suspension in emergency situations].
If the construction is suspended due to the contractor's reasons, the contractor shall bear the increased costs and/or delayed construction 
period, and pay the contractor a reasonable profit.
7.8.2 Suspension of construction due to reasons attributable to the contractor
If the suspension of construction is caused by the contractor, the contractor shall bear the increased costs and/or delayed construction period. 
If the contractor fails to resume work within 84 days after receiving the instruction to resume work from the supervisor, it shall be deemed that the 
contractor is unable to continue to perform the contract as stipulated in Item ( 7 ) of Section 16.2.1 [Contractor’s breach of contract] .
 
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7.8.3 Instructions to suspend construction
When the supervisor deems it necessary and with the approval of the employer, he may instruct the contractor to suspend construction, and 
the contractor shall suspend construction as instructed by the supervisor.
7.8.4 Suspension of construction in emergency situations
If construction needs to be suspended due to an emergency and the supervisor fails to issue a suspension instruction in a timely manner, the 
contractor may suspend construction first and notify the supervisor in a timely manner. The supervisor shall issue an instruction within 24 hours 
after receiving the notice. If the supervisor fails to issue an instruction within the time limit, it shall be deemed that the supervisor agrees to the 
contractor's suspension of construction. If the supervisor disagrees with the contractor's suspension of construction, he shall state the reason. If the 
contractor has any objection to the supervisor's reply, it shall be handled in accordance with Article 20 [Dispute Resolution].
7.8.5 Resuming construction after suspension
After the construction is suspended, the employer and the contractor shall take effective measures to actively eliminate the impact of the 
suspension. Before the project resumes, the supervisor shall determine the losses caused by the suspension of construction together with the 
employer and the contractor, and determine the conditions for resuming the project. When the conditions for resuming the project are met, the 
supervisor shall issue a resumption notice to the contractor after approval by the employer, and the contractor shall resume work in accordance with 
the resumption notice.
If the contractor delays and refuses to resume work without reason, the contractor shall bear the increased costs and/or delayed construction 
period. If the contractor is unable to resume work on time due to the employer's reasons, the provisions of Item 7.5.1 [Delay in Construction Period 
Due to the Employer's Reasons] shall apply.
7.8.6 Construction suspension lasts for more than 56 days
the supervisor fails to issue a Notice to Resume Work to the contractor within 56 days after issuing an instruction to suspend construction, the 
contractor may, except where the suspension falls within the circumstances provided for in Clause 7.8.2 [Suspension of Construction due to the 
Contractor’s Cause] and Clause 17 [Force Majeure], submit a written notice to the employer requesting the employer to allow the resumption of 
construction of part or all of the work that has been suspended within 28 days after receipt of the written notice. If the employer does not approve 
the request within the time limit, the contractor may notify the employer to treat the affected part of the Works as Cancellable Work in accordance 
with Clause 10.1 [Scope of Change] ( 2 ).
If the suspension of construction lasts for more than 84 days without resumption, and does not fall under the circumstances stipulated in Item 
7.8.2 [Suspension of construction due to the contractor’s reasons] and Article 17 [Force majeure], and affects the entire project and the realization of 
the purpose of the contract, the contractor has the right to request a price adjustment or terminate the contract. If the contract is terminated, it shall 
be handled in accordance with Item 16.1.3 [Termination of the contract due to breach of contract by the employer].
 
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7.8.7 Project care during construction suspension
During the suspension of construction, the contractor shall be responsible for properly taking care of the project and providing safety 
guarantees, and the increased costs shall be borne by the responsible party.
7.8.8 Measures for suspending construction
During the suspension of construction, both the employer and the contractor should take necessary measures to ensure the quality and safety 
of the project and prevent further losses due to the suspension of construction.
7.9 Early completion
7.9.1 If the employer requires the contractor to complete the poject ahead of schedule, the employer shall issue an early completion 
instruction to the contractor through the supervisor, and the contractor shall submit an early completion proposal to the employer and the supervisor, 
which shall include the implementation plan, shortened time, increased contract price, etc. If the employer accepts the early completion proposal, 
the supervisor shall consult with the employer and the contractor to take measures to speed up the progress of the project and revise the construction 
schedule, and the increased costs shall be borne by the employer. If the contractor believes that the early completion instruction cannot be 
implemented, it shall submit a written objection to the supervisor and the employer, and the employer and the supervisor shall respond within 7 days 
after receiving the objection. Under no circumstances shall the employer shorten the reasonable construction period.
7.9.2 If the employer requires the contractor to complete the project ahead of schedule, or if the contractor's proposal for early completion 
can bring benefits to the employer, the parties to the contract may agree on an early completion reward in the special contract terms.
8. Materials and Equipment
8.1 The employer shall supply materials and engineering equipment
If the employer supplies materials and engineering equipment by himself, he should specify the type, specification, model, quantity, unit 
price, quality grade and delivery location of the materials and engineering equipment in the "List of Materials and Equipment Supplied by the 
Employer" as an annex to the special contract terms when signing the contract.
The contractor shall notify the employer in writing through the supervisor 30 days in advance of the arrival of supplied materials and 
construction equipment. When the contractor amends the Construction Schedule in accordance with Item 7.2.2 [Amendment of Construction 
Schedule], the contractor shall also submit the amended arrival schedule of the employer's supplied materials and construction equipment.
8.2 Contractor's Procurement of Materials and Engineering Equipment
If the contractor is responsible for purchasing materials and engineering equipment, he shall purchase them in accordance with the design and 
relevant standards, and provide product qualification certificates and factory certificates, and be responsible for the quality of materials and 
engineering equipment. The contract stipulates that the contractor shall purchase materials and engineering equipment, and the employer shall not 
specify the manufacturer or bidding unit. If the employer violates 
 
35

the provisions of this clause and specifies the manufacturer or bidding unit, the contractor has the right to refuse, and the employer shall bear the 
corresponding responsibility.
8.3 Acceptance and Rejection of Materials and Engineering Equipment
8.3.1 The employer shall provide materials and engineering equipment in accordance with the contents of the "Employer's Materials and 
Equipment Supplied List", and provide the contractor with product qualification certificates and factory certificates, and shall be responsible for 
their quality. The employer shall notify the contractor and the supervisor in writing 24 hours in advance of the arrival time of materials and 
engineering equipment, and the employer shall be responsible for the inventory, inspection and acceptance of materials and engineering equipment.
If the specifications, quantity or quality of the materials and engineering equipment provided by the employer do not conform to the 
contractual agreement, or if the delivery date is delayed or the delivery location is changed due to the employer's fault, the provisions of Clause 16.1 
[Breach of Contract by the Employer] shall apply.
8.3.2 The materials and engineering equipment purchased by the contractor shall ensure the quality of the products. The contractor shall 
notify the supervisor 24 hours before the arrival of the materials and engineering equipment for inspection. The permanent equipment and materials 
manufactured and produced by the contractor shall comply with the relevant quality standards, and the contractor shall submit material samples and 
relevant information to the supervisor, and obtain the supervisor's consent before using the materials or engineering equipment.
 When the materials and engineering equipment purchased by the contractor do not meet the design or relevant standards, the contractor shall 
transport the materials and engineering equipment that do not meet the design or relevant standards out of the construction site within a reasonable 
period required by the supervisor, and re-purchase materials and engineering equipment that meet the requirements. The increased costs and (or) 
delayed construction period shall be borne by the contractor.
8.4 Storage and use of materials and engineering equipment
8.4.1 Storage and Use of Materials and Engineering Equipment Supplied by the Employer
The materials and engineering equipment supplied by the employer shall be properly kept by the contractor after the contractor has counted 
them, and the custody expenses shall be borne by the contractor, except where the priced bill of quantities or budget has been included or otherwise 
agreed in the special contract terms. If the loss or damage is caused by the contractor, the contractor shall be responsible for compensation; if the 
supervisor fails to notify the contractor to take the inventory, the contractor shall not be responsible for the custody of the materials and engineering 
equipment, and the contractor shall be responsible for the loss or damage caused thereby.
The contractor shall be responsible for inspecting the materials and engineering equipment supplied by the employer before use. The 
inspection expenses shall be borne by the employer. Those that do not meet the standards shall not be used.
8.4.2 Storage and use of purchased materials and engineering equipment by the contractor
The materials and engineering equipment purchased by the contractor shall be properly kept by the contractor, and the storage costs shall be 
borne by the contractor. If the law stipulates that materials and 
 
36

engineering equipment must be inspected or tested before use, the contractor shall conduct inspections or tests in accordance with the requirements 
of the supervisor, and the inspection or test costs shall be borne by the contractor. Unqualified materials shall not be used.
When the employer or the supervisor discovers that the contractor uses materials and engineering equipment that do not meet the design or 
relevant standards, they have the right to require the contractor to repair, dismantle or re-purchase them. The increased costs and (or) delayed 
construction period shall be borne by the contractor.
8.5 Prohibition of the use of unqualified materials and engineering equipment
8.5.1 The supervisor has the right to reject unqualified materials or engineering equipment provided by the contractor and require the 
contractor to replace them immediately. The supervisor shall conduct another inspection and test after the replacement, and the increased costs and 
(or) delayed construction period shall be borne by the contractor.
8.5.2 If the supervisor finds that the contractor has used unqualified materials and engineering equipment, the contractor shall make 
corrections immediately in accordance with the supervisor’s instructions and shall be prohibited from continuing to use unqualified materials and 
engineering equipment in the project.
8.5.3 If the materials or engineering equipment provided by the employer do not meet the requirements of the contract, the contractor shall 
have the right to reject them and may request the employer to replace them. The increased costs and/or delayed construction period shall be borne 
by the employer, who shall also pay the contractor a reasonable profit.
8.6 Samples
8.6.1 Submission and sealing of samples
For materials or engineering equipment that require the contractor to submit samples, the type, name, specification, quantity and other 
requirements of the samples shall be agreed upon in the special contract terms. The sample submission procedure is as follows:
( 1 ) The contractor shall submit samples to the supervisor 28 days before the planned purchase . The samples submitted by the contractor 
shall come from the actual production site of the supplied materials, and the specifications and quantity of the samples provided shall be sufficient 
to indicate the quality, model, color, surface treatment, texture, tolerance and other required characteristics of the materials or engineering 
equipment.
( 2 ) Each time the contractor submits samples, he/she shall attach a declaration form, which shall state the relevant data and information of 
the submitted samples, indicate the corresponding drawing number of each sample, and reserve a column for the supervisor's comments. The 
supervisor shall reply to the contractor with the sample approval opinion signed by the employer within 7 days after receiving the samples 
submitted by the contractor.
( 3 ) Samples approved by the employer and the supervisor shall be sealed in accordance with the agreed method, and the sealed samples 
shall serve as one of the standards for inspecting the relevant parts of the project. The contractor shall not use materials or engineering equipment 
that do not conform to the samples during the construction process.
 
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( 4 ) The approval and confirmation of samples by the employer and the supervisor is only to confirm the characteristics or uses of the 
relevant materials or engineering equipment, and shall not be understood as a modification or change to the contract, nor shall it reduce or exempt 
the contractor from any responsibility and obligation. If the sealed samples modify or change the contract agreement, the parties to the contract shall 
confirm it in a written agreement.
8.6.2 Storage of samples
The approved samples shall be sealed on site by the supervisor, and the contractor shall provide an appropriate and fixed place for storing the 
samples on site and maintain appropriate and good storage environment conditions.
8.7 Substitution of materials and engineering equipment
8.7.1 If the following circumstances require the use of alternative materials and engineering equipment, the contractor shall follow the 
procedures agreed in Item 8.7.2 :
( 1 ) The use is prohibited by laws and regulations that come into effect after the base date;
( 2 ) The employer requires the use of substitutes;
( 3 ) When substitutes must be used for other reasons.
8.7.2 The contractor shall notify the supervisor in writing 28 days before using alternative materials and engineering equipment , and attach 
the following documents:
( 1 ) The name, quantity, specification, model, brand, performance, price and other relevant information of the replaced materials and 
engineering equipment;
( 2 ) The name, quantity, specification, model, brand, performance, price and other relevant information of the substitute;
( 3 ) The differences between substitute products and the products being replaced and the possible impact of using substitute products on the 
project;
( 4 ) The price difference between substitute products and substituted products;
( 5 ) Explanation of the reasons and rationale for using substitutes;
( 6 ) Other documents required by the supervisor.
The supervisor shall issue written instructions signed by the employer to the contractor within 14 days after receiving the notice ; if the 
supervisor fails to issue written instructions within the prescribed time limit, it shall be deemed that the employer and the supervisor agree to use the 
substitute.
8.7.3 If the employer approves the use of alternative materials and engineering equipment, the price of the alternative materials and 
engineering equipment shall be determined in accordance with the price of the same item in the priced Bill of Quantities or Budget; if there is no 
same item, the price shall be determined with reference to the price of similar items; if there is neither the same item nor similar items, the price 
shall be determined by the Parties to the Contract in accordance with Clause 4.4 (Agreed or Determined) based on the principle of reasonable cost 
and profit composition.
8.8 Construction equipment and temporary facilities
8.8.1 Construction equipment and temporary facilities provided by the contractor
The contractor shall timely deploy construction equipment and build temporary facilities according to the requirements of the contract 
schedule. The contractor's equipment entering the construction site 
 
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must be checked by the supervisor before it can be put into use. If the contractor replaces the contractor's equipment agreed in the contract, it shall 
be reported to the supervisor for approval.
Unless otherwise agreed in the special contract terms, the contractor shall bear the costs of constructing temporary facilities. If temporary 
land occupation is required, the employer shall go through the application procedures and bear the corresponding expenses.
8.8.2 Construction Equipment and Temporary Facilities Provided by the Employer
The construction equipment or temporary facilities provided by the employer shall be agreed upon in the special contract terms.
8.8.3 Request the Contractor to add or replace construction equipment
When the construction equipment used by the contractor cannot meet the contract schedule and/or quality requirements, the supervisor has 
the right to require the contractor to increase or replace the construction equipment. The contractor should increase or replace it in a timely manner. 
The increased costs and/or delayed construction period shall be borne by the contractor.
8.9 Specific requirements for materials and equipment
The materials, engineering equipment, construction equipment and temporary facilities built at the construction site, including spare parts, 
installation tools and materials, brought to the construction site by the contractor must be used exclusively for the project. Without the approval of 
the employer, the contractor shall not bring them out of the construction site or use them for other purposes; with the approval of the employer, the 
contractor may remove idle construction equipment and other items according to the construction schedule.
9. Testing and Inspection
9.1 Test equipment and test personnel
9.1.1 The contractor shall provide the test site, test personnel, test equipment and other necessary test conditions for the on-site material test 
conducted by the contractor in accordance with the contract agreement or the instructions of the Supervisor. The supervisor may, when necessary, 
use the test site, test equipment and other test conditions provided by the contractor to conduct material review tests for the purpose of project 
quality inspection, and the contractor shall provide assistance.
9.1.2 The contractor shall provide the test equipment, sampling devices, test sites and test conditions in accordance with the provisions of the 
special contract and submit the corresponding site schedule to the supervisor.
The test equipment configured by the contractor must comply with the requirements of the corresponding test procedures and be tested by a 
qualified testing unit. Before the test equipment is officially used, it needs to be calibrated jointly by the supervisor and the contractor.
9.1.3 The contractor shall submit to the supervisor the name list of test personnel and their positions, qualifications and other certification 
materials. The test personnel must be able to perform the corresponding inspection tests skillfully. The contractor is responsible for the correctness 
of the test procedures and test results of the test personnel.
 
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9.2 Sampling
If the test is of a self-inspection nature, the contractor may take samples independently. If the test is of a random inspection nature by the 
supervisor, the samples may be taken by the supervisor or by the contractor's test personnel under the supervision of the supervisor.
9.3 Testing and inspection of materials, engineering equipment and engineering
9.3.1 The contractor shall conduct tests and inspections on materials, engineering equipment and engineering works as agreed in the contract, 
and provide the supervisor with necessary test data and original records for quality inspection of the above materials, engineering equipment and 
engineering works. If the supervisor and the contractor shall jointly conduct tests and inspections as agreed in the contract, the contractor shall be 
responsible for providing necessary test data and original records.
9.3.2 If the test is of a self-inspection nature, the contractor may conduct the test alone. If the test is of a random inspection nature by the 
supervisor, the supervisor may conduct the test alone, or the contractor and the supervisor may conduct the test together. If the contractor has 
objections to the test results conducted by the supervisor alone, he may apply for a joint test again. If it is agreed that the test is to be conducted 
jointly, and the supervisor fails to participate in the test as agreed, the contractor may conduct the test on his own and report the test results to the 
supervisor, who shall acknowledge the test results.
9.3.3 If the Supervisor has any objection to the Contractor's test and inspection results, or requires the contractor to re-test and inspect in 
order to ascertain the reliability of the contractor's test and inspection results, the supervisor and the contractor may jointly conduct the re-test and 
inspection. If the re-test and inspection results prove that the quality of the material, engineering equipment or engineering does not meet the 
contract requirements, the increased costs and (or) delayed construction period shall be borne by the contractor; if the re-test and inspection results 
prove that the material, engineering equipment and engineering meet the contract requirements, the increased costs and (or) delayed construction 
period shall be borne by the employer.
9.4 On-site process test
The contractor shall conduct on-site process tests in accordance with the contract agreement or the supervisor's instructions. For large-scale 
on-site process tests, if the supervisor deems it necessary, the contractor shall prepare a process test measures plan based on the process test 
requirements proposed by the supervisor and submit it to the supervisor for review.
10. Changes
10.1 Scope of Changes
Unless otherwise agreed in the special contract terms, if the following circumstances occur during the performance of the contract, the 
changes shall be made in accordance with the provisions of this article:
( 1 ) Increase or decrease any work in the contract, or impose additional work;
( 2 ) Cancel any work under the contract, except work transferred to other persons;
( 3 ) Change the quality standards or other characteristics of any work under the contract;
( 4 ) Change the baseline, elevation, location and dimensions of the project;
 
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( 5 ) Change the time schedule or implementation sequence of the project.
10.2 Right to Change
Both the employer and the supervisor can propose changes. Change instructions are issued by the supervisor, who must obtain the employer's 
consent before issuing a change instruction. The contractor may implement the change only after receiving the change instruction signed by the 
employer. The contractor may not make changes to any part of the project without permission.
If design changes are involved, the designer shall provide the changed drawings and instructions. If the changes exceed the original design 
standards or the approved construction scale, the employer shall promptly handle the approval procedures for planning and design changes.
10.3 Change Procedure
10.3.1 Changes Proposed by the Employer
If the employer proposes a change, he should issue a change instruction to the contractor through the supervisor. The change instruction 
should state the scope of the planned change and the content of the change.
10.3.2 Supervisor proposes changes
If the supervisor proposes a change, he needs to submit a change plan to the employer in written form, stating the planned change scope and 
content of the change, the reasons, and the impact of the implementation of the change on the contract price and construction period. If the 
employer agrees to the change, the supervisor will issue a change instruction to the contractor. If the employer disagrees with the change, the 
supervisor has no right to issue a change instruction without authorization.
10.3.3 Change Execution
After receiving the change instruction issued by the supervisor, the contractor shall immediately state the reasons why it cannot execute the 
change instruction. If the contractor believes that the change can be executed, it shall state in writing the impact of the implementation of the change 
instruction on the Contract Price and Construction Period, and the parties to the contract shall determine the change valuation in accordance with 
the provisions of Section 10.4 [Valuation of Changes].
10.4 Changes in valuation
10.4.1 Change of Valuation Principles
Unless otherwise agreed in the special contract terms, the valuation change shall be handled in accordance with the provisions of this clause:
( 1 ) If there are identical items in the priced bill of quantities or budget, the unit price of the same items shall be used for determination;
( 2 ) If there is no identical item in the priced bill of quantities or budget, but there is a similar item, the unit price of the similar item shall be 
used for determination;
( 3 ) If the variation results in a variation of more than 15% between the actual quantity of work completed and the quantity of work stated in 
the priced bill of quantities or the budget, or if there is no unit price for the same or similar items in the priced bill of quantities or the budget, the 
unit price of the variation work shall be determined by the parties in accordance with the principle of reasonable cost and profit composition in 
accordance with Sub- Clause 4.4 (Agreed or Determined).
 
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10.4.2 Change Valuation Procedure
submit a change estimate application to the supervisor within 14 days after receiving the change instruction . The supervisor shall complete 
the review and submit it to the employer within 7 days after receiving the change estimate application submitted by the contractor. If the supervisor 
has any objection to the change estimate application, he shall notify the contractor to modify and resubmit it. The employer shall complete the 
review and approval within 14 days after the contractor submits the change estimate application. If the employer fails to complete the review and 
approval or does not raise any objection within the time limit, it shall be deemed to have approved the change estimate application submitted by the 
contractor.
Price adjustments caused by changes should be included in the progress payment of the most recent period.
10.5 Contractor’s Rational Proposal
If the contractor makes a rationalization proposal, he shall submit a rationalization proposal explanation to the supervisor, stating the content 
and reasons of the proposal, as well as the impact of implementing the proposal on the contract price and construction period.
Unless otherwise agreed in the special contract terms, the supervisor shall review the rationalization proposal submitted by the contractor 
within 7 days after receiving it and submit it to the employer. If any technical defects are found, the contractor shall be notified to make 
modifications. The employer shall complete the review and approval within 7 days after receiving the rationalization proposal submitted by the 
supervisor. If the rationalization proposal is approved by the employer, the supervisor shall issue a change instruction in a timely manner, and the 
resulting contract price adjustment shall be implemented in accordance with the provisions of Section 10.4 [Change in Valuation]. If the employer 
disagrees with the change, the Supervisor shall notify the contractor in writing.
If the rationalization proposal reduces the contract price or improves the economic benefits of the project, the employer may reward the 
contractor. The method and amount of the reward shall be agreed upon in the special contract terms.
10.6 Adjustment of construction period caused by changes   
If the construction period changes due to a modification, both parties to the contract may request an adjustment to the contract construction 
period, which shall be increased or decreased by the parties to the contract in accordance with Clause 4.4 [agreed or determined] and with reference 
to the standard construction period quota at the location of the project.
10.7 Provisional Price
The details of the provisionally estimated specialized subcontract works, services, materials and engineering equipment shall be agreed upon 
by the parties to the contract in the special contract terms.
10.7.1 Provisional Price Projects that Must Be Tendered According to Law
For provisionally estimated projects that must be tendered according to law, the following method 1 shall be adopted for determination. The 
contracting parties may also choose other tendering methods in the special contract terms.
 
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Method 1 : For provisionally estimated projects that must be tendered according to law, the contractor shall tender, and the confirmation and 
approval of the provisionally estimated projects shall be carried out in accordance with the following agreements:
( 1 ) The contractor shall submit the bidding plan to the employer for review through the supervisor 14 days before the start of the bidding 
work according to the construction schedule . The employer shall approve or make amendments within 7 days after receiving the bidding plan 
submitted by the contractor. The contractor shall carry out the bidding work in accordance with the bidding plan approved by the employer;
( 2 ) The contractor shall submit the bidding documents to the employer for approval through the supervisor 14 days in advance according to 
the construction schedule. The employer shall complete the approval or make amendments within 7 days after receiving the relevant documents 
submitted by the contractor. The employer has the right to determine the bidding control price and participate in the bid evaluation in accordance 
with the law;
    ( 3 ) Before signing a provisional estimate contract, the contractor, the bidding entity and the subcontractor shall submit the information of the 
determined successful bidder or successful subcontractor to the employer 7 days in advance. The employer shall jointly determine the successful 
bidder with the contractor within 3 days after receiving the information. The contractor shall submit a copy of the provisional estimate contract to 
the employer for retention within 7 days after signing the contract .
The second method : For provisional price projects that must be tendered according to law, the employer and the contractor shall jointly 
tender to determine the provisional price bidding unit or subcontractor. The contractor shall notify the employer 14 days before the start of the 
bidding work in accordance with the construction schedule and submit the provisional price bidding plan and work division. The employer shall 
confirm within 7 days after receiving it. After the successful bidder is determined, the employer, the contractor and the successful bidder shall 
jointly sign the provisional price contract.
10.7.2 Provisionally estimated projects that are not subject to bidding according to law
Unless otherwise agreed in the special contract terms, for the provisional price items that are not subject to bidding according to law, the 
following method 1 shall be adopted to determine: 
Method 1 : For provisionally estimated projects that are not subject to bidding according to law, they shall be confirmed and approved in 
accordance with this agreement:
( 1 ) The contractor shall submit a written application to the supervisor 28 days before signing the procurement contract or subcontract for the 
provisionally estimated project according to the construction schedule . The supervisor shall submit the application to the employer within 3 days 
after receiving it, and the employer shall approve or make amendments within 14 days after receiving it. If the employer fails to approve or make 
amendments within the time limit, the written application shall be deemed to have been approved;
 
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( 2 ) If the employer believes that the tenderer or subcontractor determined by the contractor cannot meet the project quality or contract 
requirements, the employer may require the contractor to re-determine the tenderer or subcontractor for the provisionally estimated project ;
( 3 ) The contractor shall, within 7 days after signing the provisional estimate contract , submit a copy of the provisional estimate contract to 
the employer for retention.
The second method: The contractor determines the provisional estimate project in accordance with the first method agreed upon in Item 
10.7.1 [Provisional estimate projects that must be tendered according to law ] .
Method 3 : Provisional price project directly implemented by the contractor
If the contractor has the qualifications and conditions to implement the provisional estimate project, the contractor may implement the 
provisional estimate project on its own after consultation and agreement between the employer and the contractor, and the parties to the contract 
may agree on the specific matters in the special contract terms.
10.7.3 If the conclusion and performance of the provisional estimate contract is delayed due to the employer's fault, the increased costs and 
(or) delayed construction period shall be borne by the employer, and the contractor shall be paid a reasonable profit. If the conclusion and 
performance of the provisional estimate contract is delayed due to the contractor's fault, the increased costs and (or) delayed construction period 
shall be borne by the contractor.
10.8 Provisional Amount
The provisional amount shall be used in accordance with the employer's requirements, which shall be issued through the supervisor. The 
parties to the contract may negotiate and determine relevant matters in the special contract terms.
10.9 Daily Work 
If it is necessary to adopt the daywork method, the supervisor shall, after the consent of the employer, notify the contractor to implement the 
corresponding work on a daywork pricing basis, and the price shall be calculated based on the daywork pricing items and their unit prices included 
in the priced bill of quantities or budget; if there is no corresponding daywork unit price in the priced bill of quantities or budget, the daywork unit 
price shall be determined by the parties to the contract in accordance with Article 4.4 [Agreed or Determined] based on the principle of 
reasonable cost and profit composition .
For any work priced on a daily basis, the contractor shall submit the following reports and relevant vouchers to the supervisor for review 
every day during the implementation of the work:
( 1 ) Name, content and quantity of work;
( 2 ) The names, specialties, types of work, levels and working hours of all personnel involved in the work;
( 3 ) the types and quantities of materials used in the work;
( 4 ) The type, number and hours of construction equipment used in the work;
( 5 ) Other relevant information and certificates.
 
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 The daily wages are summarized by the contractor and included in the latest progress payment application form, which is reviewed by the 
supervisor and included in the progress payment after approval by the employer.
11. Price Adjustment
11.1 Adjustments due to market price fluctuations
Unless otherwise agreed in the special contract terms, if the market price fluctuates beyond the range agreed upon by the parties to the 
contract, the contract price shall be adjusted. The parties to the contract may agree in the special contract terms to adjust the contract price in one of 
the following ways:
The first method: using price index to make price adjustments.
( 1 ) Price adjustment formula
When the contract price is affected by price fluctuations of labor, materials and equipment, the difference shall be calculated and the contract 
price shall be adjusted according to the following formula based on the data agreed in the special contract terms:
 
In the formula: Δ P – the price difference to be adjusted;
——The amount of the completed works that the contractor should receive in the agreed payment certificate. This amount shall not 
include price adjustments, withholding and payment of quality deposits, payment and rebate of advance payments. Agreed changes and other 
amounts that have been priced at current prices shall also not be included;
A—— fixed value weight (i.e. the weight of the non-adjusted part);
——The variable weight of each adjustable factor (i.e. the weight of the adjustable part), which is the proportion of 
each adjustable factor in the signed contract price;
- the current price index of each Adjustable Factor means the price index of each Adjustable Factor for the period 42 
days preceding the last day of the relevant period of the agreed Payment Certificate ;
——The basic price index of each adjustable factor refers to the price index of each adjustable factor on the base 
date.
The adjustable factors, fixed and variable weights in the above price adjustment formula, as well as the basic price index and its source are 
stipulated in the price index and weight table in the appendix of the bid letter. For contracts not concluded through bidding, the parties to the 
contract shall stipulate in the special contract terms. The price index shall firstly adopt the price index published by the engineering cost 
management agency. If there is no such price index, the price published by the engineering cost management agency may be used instead.
( 2 ) Provisional determination of adjustment difference
 
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If there is no current price index when calculating the adjustment difference, the parties to the contract agree to use the previous price index 
for calculation. If the actual price index is adjusted, the parties to the contract shall make corresponding adjustments.
( 3 ) Weight adjustment
If the weight agreed in the contract becomes unreasonable due to changes, it shall be implemented in accordance with Clause 4.4 [Agreed or 
Determined].
( 4 ) Price adjustment after construction delay due to the contractor's reasons
If the project is not completed on time due to the contractor's reasons, for the project that continues to be constructed after the completion 
date agreed in the contract, the lower of the two price indices of the planned completion date and the actual completion date should be used as the 
current price index when using the price adjustment formula.
The second method: using construction cost information to make price adjustments.
During the performance of the contract, if the contract price is affected by fluctuations in the prices of labor, materials, engineering 
equipment and machinery hours, the labor and machinery usage fees shall be adjusted in accordance with the labor and machinery usage fee 
coefficients issued by the national or provincial, autonomous region, or municipal construction administrative departments, industry construction 
management departments or their authorized engineering cost management agencies; the unit price and purchase quantity of materials that need to 
be adjusted shall be approved by the employer, and the employer shall confirm the unit price and quantity of the materials that need to be adjusted 
as the basis for adjusting the contract price.
( 1 ) If the labor unit price changes and complies with the labor cost adjustment regulations issued by the provincial or industry construction 
authorities, the parties to the contract shall adjust the contract price in accordance with the labor cost and other documents issued by the provincial 
or industry construction authorities or their authorized engineering cost management agencies, except where the contractor's quotation for labor 
costs or labor unit price is higher than the published price.
( 2 ) The price adjustment for changes in the prices of materials and engineering equipment shall be based on the benchmark prices provided 
by the employer and shall be implemented in accordance with the following risk range regulations :
① If the contractor states in the priced bill of quantities or budget that the unit price of materials is lower than the benchmark price: unless 
otherwise agreed in the special contract terms, if the increase in the unit price of materials during the contract period exceeds 5% based on the 
benchmark price, or if the decrease in the unit price of materials exceeds 5% based on the unit price of materials stated in the priced bill of 
quantities or budget , the excess amount shall be adjusted accordingly.
② If the contractor states in the priced bill of quantities or budget that the unit price of materials is higher than the benchmark price: unless 
otherwise agreed in the special contract terms, if the decrease in the unit price of materials during the contract performance period exceeds 5% 
based on the benchmark price, or if the increase in the unit price of materials exceeds 5% based on the unit price of materials stated in the priced bill 
of quantities or budget , the excess amount shall be adjusted accordingly.
 
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③ If the contractor states in the priced bill of quantities or budget that the unit price of materials is equal to the benchmark price: unless 
otherwise agreed in the special contract terms, if the increase or decrease in the unit price of materials during the contract performance exceeds ±5% 
based on the benchmark price , the excess amount shall be adjusted accordingly.
④ The contractor shall report the purchase quantity and new unit price of materials to the employer for verification before purchasing 
materials. When the employer confirms the materials to be used for the project, the employer shall confirm the quantity and unit price of the 
purchased materials. If the employer does not respond within 5 days after receiving the confirmation materials submitted by the contractor, it shall 
be deemed as approval and shall serve as the basis for adjusting the contract price. If the contractor purchases materials on its own without prior 
verification by the employer, the employer has the right not to adjust the contract price. The contract price may be adjusted with the employer's 
consent.
The aforementioned benchmark price refers to the price of materials and engineering equipment given by the employer in the bidding 
documents or special contract terms. In principle, this price should be compiled in accordance with the information price published by the 
provincial or industry construction authorities or their authorized engineering cost management agencies.
( 3 ) When the unit price of construction machinery or the usage fee of construction machinery changes beyond the range prescribed by the 
provincial or industry construction authorities or their authorized engineering cost management agencies, the contract price shall be adjusted in 
accordance with the regulations.
The third method : other methods agreed upon in the special contract terms.
11.2 Adjustments due to changes in laws
After the base date, legal changes cause the contractor's expenses incurred in the performance of the contract to increase beyond the 
provisions of Clause 11.1 (Adjustments due to market price fluctuations), the employer shall bear the increased expenses; if they decrease, they 
shall be deducted from the contract price. If, after the base date, the construction period is delayed due to legal changes, the construction period 
shall be extended accordingly.
If the parties to the contract cannot reach an agreement on the adjustment of the contract price and construction period due to changes in the 
law, the general supervisor engineer shall handle it in accordance with the provisions of Clause 4.4 [Agreed or Determined].
If the construction period is delayed due to the contractor's reasons and there is a legal change during the delay, the increased costs and (or) 
delayed construction period shall be borne by the contractor.
12. Contract Price, Measurement and Payment
12.1 Contract Price Form
The employer and the contractor shall select one of the following contract price forms in the contract agreement: 
(1) Unit Price Contract
Unit price contract refers to a construction project contract in which the parties agree to calculate, adjust and confirm the contract price based 
on the bill of quantities and its comprehensive unit price, and 
 
47

the contract price shall not be adjusted within the agreed scope. The parties shall agree on the scope of risks included in the comprehensive unit 
price and the calculation method of risk costs in the special contract terms, and agree on the method of adjusting the contract price outside the risk 
scope. Adjustments due to market price fluctuations shall be implemented in accordance with the provisions of Section 11.1 [Adjustments due to 
market price fluctuations].
(2) Lump Sum Contract
A lump sum contract refers to a construction contract in which the parties agree to calculate, adjust and confirm the contract price based on 
the construction drawings, priced bills of quantities or budgets and related conditions, and the total contract price shall not be adjusted within the 
agreed scope. The parties shall agree on the scope of risks included in the lump sum and the method of calculating risk costs in the special contract 
terms, and agree on the method of adjusting the contract price outside the risk scope, among which adjustments due to market price fluctuations 
shall be implemented in accordance with Section 11.1 [Adjustments due to market price fluctuations], and adjustments due to legal changes shall be 
implemented in accordance with Section 11.2 [Adjustments due to legal changes].
(3) Other price forms
The parties to the contract may agree upon other forms of contract price in the special contract terms.
12.2 Advance Payment
12.2.1 Payment of Advance Payment
The advance payment shall be paid in accordance with the special contract terms, but shall be paid at least 7 days before the commencement 
date specified in the commencement notice. The advance payment shall be used for the purchase of materials, engineering equipment, construction 
equipment, the construction of temporary works, and the organization of construction teams to enter the site.
Unless otherwise agreed in the special contract terms, the advance payment will be deducted from the progress payment in the same 
proportion. If the contract is terminated in advance before the project acceptance certificate is issued, the advance payment that has not been 
deducted should be settled together with the contract price.
If the employer fails to pay the advance payment within 7 days after the due date, the contractor shall have the right to issue a reminder to the 
employer requesting the advance payment. If the employer still fails to pay within 7 days after receiving the reminder, the contractor shall have the 
right to suspend construction and proceed in accordance with Item 16.1.1 [Breach of Contract by the Employer].
12.2.2 Advance Payment Guarantee
If the employer requires the contractor to provide an advance payment guarantee, the contractor shall provide the advance payment guarantee 
7 days before the employer pays the advance payment, unless otherwise agreed in the Special Contract Terms. The advance payment guarantee may 
be in the form of a bank guarantee, a guarantee company guarantee, etc., which shall be agreed upon by the parties to the contract in the Special 
Contract Terms. Before the advance payment is fully deducted, the contractor shall ensure that the advance payment guarantee remains valid.
 
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After the employer deducts the advance payment from the project payment in installments, the advance payment guarantee amount should be 
reduced accordingly, but the remaining advance payment guarantee amount shall not be less than the advance payment amount that has not been 
deducted.
12.3 Measurement
12.3.1 Measurement principles
The quantity of works shall be measured in accordance with the quantity calculation rules, drawings and change instructions agreed in the 
contract. The quantity calculation rules shall be based on relevant national standards, industry standards, etc., and shall be agreed upon by the 
parties to the contract in the special contract terms.
12.3.2 Metering cycle
Unless otherwise agreed in the special contract terms, the measurement of project quantities shall be carried out on a monthly basis.
12.3.3 Measurement of Unit Price Contracts
Unless otherwise agreed in the special contract terms, the measurement of unit price contracts shall be carried out in accordance with this 
agreement:
( 1 ) The contractor shall submit to the supervisor on the 25th of each month a report on the quantity of work completed from the 20th of the 
previous month to the 19th of the current month , together with a progress payment application form, a report on the quantity of work completed 
and relevant information.
( 2 ) The supervisor shall complete the review of the quantity report submitted by the contractor within 7 days after receiving the quantity 
report submitted by the contractor and submit it to the employer to determine the actual quantity of work completed in that month. If the supervisor 
has any objection to the quantity of work, he has the right to require the contractor to conduct a joint review or sampling re-measurement. The 
contractor shall assist the supervisor in the review or sampling re-measurement and provide additional measurement data as required by the 
supervisor. If the contractor fails to participate in the review or sampling re-measurement as required by the supervisor, the quantity of work 
reviewed or revised by the supervisor shall be deemed as the actual quantity of work completed by the contractor.
( 3 ) If the supervisor fails to complete the review within 7 days after receiving the engineering quantity report submitted by the contractor , 
the engineering quantity in the engineering quantity report submitted by the contractor shall be deemed as the engineering quantity actually 
completed by the contractor, and the engineering price shall be calculated based on it.
12.3.4 Measurement of Lump Sum Contracts
Unless otherwise agreed upon in the special contract terms, the lump sum contract with monthly payment shall be executed in accordance 
with this agreement:
( 1 ) The contractor shall submit to the supervisor on the 25th of each month a report on the quantity of work completed from the 20th of the 
previous month to the 19th of the current month , together with a progress payment application form, a report on the quantity of work completed 
and relevant information.
 
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( 2 ) The supervisor shall complete the review of the quantity report submitted by the contractor within 7 days after receiving the quantity 
report submitted by the contractor and submit it to the employer to determine the actual quantity of work completed in that month. If the supervisor 
has any objection to the quantity of work, he has the right to require the contractor to conduct a joint review or sampling re-measurement. The 
contractor shall assist the supervisor in the review or sampling re-measurement and provide additional measurement data as required by the 
supervisor. If the contractor fails to participate in the review or sampling re-measurement as required by the supervisor, the quantity of work 
reviewed or revised by the supervisor shall be deemed as the actual quantity of work completed by the contractor.
( 3 ) If the supervisor fails to complete the review within 7 days after receiving the engineering quantity report submitted by the contractor , 
the engineering quantity in the engineering quantity report submitted by the contractor shall be deemed as the engineering quantity actually 
completed by the contractor.
12.3.5 Where lump sum contracts adopt payment breakdown for measurement, the measurement may be carried out in accordance with the 
provisions of Item 12.3.4 [Measurement of lump sum contracts], but the contract price shall be paid in accordance with the payment breakdown.
12.3.6 Measurement of other price contracts
The parties to a contract may agree upon the measurement methods and procedures for contracts with other price forms in the special contract 
terms.
12.4 Project Progress Payment
12.4.1 Payment Cycle
Unless otherwise agreed in the Special Contract Terms, the payment period shall be consistent with the measurement period as agreed in 
Section 12.3.2 [Measurement Period].
12.4.2 Preparation of Progress Payment Application
Unless otherwise agreed in the special contract terms, the progress payment application form shall include the following:
( 1 ) The amount corresponding to the work completed up to the end of this payment period;
( 2 ) the amount of any change to be added or deducted pursuant to Article 10 [Changes];
( 3 ) the advance payment payable and the deducted refunded advance payment agreed under Sub-Clause 12.2 (Advance Payment);
( 4 ) the quality deposit to be deducted in accordance with Clause 15.3 (Quality Deposit);
( 5 ) any additions and deductions to the amount of the claim pursuant to Article 19 [Claims];
( 6 ) the amount payable or deducted from the progress payment for the correction of errors in the issued progress payment certificates;
( 7 ) Other amounts to be added or deducted as agreed in the contract.
12.4.3 Submission of Progress Payment Application
( 1 ) Submission of progress payment application form for unit price contract
The progress payment application form of the unit price contract shall be submitted to the supervisor on a monthly basis according to the time
agreed in Item 12.3.3 [Measurement of unit price 
 
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contract], and attached with the completed project quantity report and relevant information. The lump sum items in the unit price contract shall be 
paid on a monthly basis and summarized and included in the current progress payment application form.
( 2 ) Submission of Progress Payment Application Form for Lump Sum Contract
If the lump sum contract is paid on a monthly basis, the contractor shall submit progress payment applications to the supervisor on a monthly 
basis in accordance with the time agreed upon in Section 12.3.4 [Measurement of lump sum contract], together with a report on the completed 
project quantities and relevant information.
If the lump sum contract is paid according to the payment breakdown table, the contractor shall submit progress payment application forms to 
the supervisor in accordance with the provisions of Section 12.4.6 [Payment Breakdown Table] and Section 12.4.2 [Preparation of Progress 
Payment Application Forms].
( 3 ) Submission of progress payment application form for contracts with other price forms
The parties to a contract may agree upon the procedures for the preparation and submission of progress payment applications for contracts 
with other price forms in the special contract terms.
12.4.4 Review and Payment of Progress Payments
( 1 ) Unless otherwise agreed in the special contract terms, the Supervisor shall complete the review and submit it to the employer within 7 
days after receiving the contractor's Progress Payment Application Form and related materials. The employer shall complete the approval and issue 
the Progress Payment Certificate within 7 days after receipt. If the employer fails to complete the approval and raise no objection within the time 
limit, the Progress Payment Certificate shall be deemed to have been issued.
If the employer and the supervisor have any objection to the contractor's Progress Payment Application, they have the right to require the 
contractor to make corrections and provide additional information. The contractor shall submit the revised Progress Payment Application. The 
supervisor shall complete the review and submit it to the employer within 7 days after receiving the contractor's revised Progress Payment 
Application and related information. The employer shall issue a temporary progress payment certificate for the undisputed part to the contractor 
within 7 days after receiving the Progress Payment Application and related information submitted by the supervisor. The disputed part shall be 
handled in accordance with the provisions of Article 20 [Dispute Resolution].
( 2 ) Unless otherwise agreed in the Special Contract Terms, the employer shall complete the payment within 14 days after the issuance of the 
Progress Payment Certificate or the Interim Progress Payment Certificate. If the employer fails to pay the progress payment within the prescribed 
time limit, he shall pay liquidated damages in accordance with the benchmark interest rate for the same type of loan issued by the People's Bank of 
China during the same period.
( 3 ) The issuance of a Progress Payment Certificate or Interim Progress Payment Certificate by the employer does not imply that the 
employer has agreed, approved or accepted the corresponding part of the work completed by the contractor.
 
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12.4.5 Amendment of Progress Payments
If errors, omissions or duplications are found during the stage summary and review of the issued progress payment certificates, both the 
employer and the contractor have the right to apply for amendments. Amendments agreed upon by the employer and the contractor shall be paid or 
deducted from the next progress payment.
12.4.6 Payment breakdown table
i. Requirements for the preparation of payment breakdown tables
( 1 ) The amount of each instalment listed in the payment breakdown table shall be the estimated amount in item ( 1 ) of Item 12.4.2 
[Preparation of Progress Payment Requisitions] ;
( 2 ) If the actual progress is inconsistent with the construction progress plan, the parties to the contract may modify the payment breakdown 
in accordance with Sub-Clause 4.4 (Agreed or Determined);
( 3 ) If the payment breakdown table is not used, the contractor shall submit a payment estimate breakdown table compiled on a quarterly 
basis to the employer and the supervisor for payment reference.
ii. Preparation and approval of lump sum contract payment breakdown table
( 1 ) Unless otherwise agreed in the Special Contract Terms, the contractor shall prepare a payment breakdown table for the monthly lump 
sum contract in accordance with the construction progress plan, the contract price and the quantity of work agreed in Clause 7.2 (Construction 
Progress Plan). The contractor shall submit the payment breakdown table and the supporting materials for the preparation of the payment 
breakdown table to the supervisor within 7 days after receiving the construction progress plan approved by the supervisor and the employer.
( 2 ) The supervisor shall complete the review and submit the payment breakdown to the employer within 7 days after receiving it. The 
employer shall complete the approval within 7 days after receiving the payment breakdown reviewed by the supervisor. The payment breakdown 
approved by the employer shall be the binding payment breakdown.
    ( 3 ) If the employer fails to complete the review and approval of the Payment Breakdown Sheet within the prescribed time limit and fails to 
promptly require the contractor to make corrections and provide additional information, the Payment Breakdown Sheet submitted by the contractor 
shall be deemed to have been approved by the employer.
iii. Preparation and approval of the lump sum payment breakdown table for unit price contracts
Unless otherwise agreed upon in the special contract terms, the lump-sum items of the lump-sum contract shall be broken down by the 
contractor on a monthly basis based on the construction schedule and the lump-sum composition of the lump-sum items, the nature of the costs, the 
planned time of occurrence and the corresponding engineering quantities, etc., to form a payment breakdown table, the preparation and approval of 
which shall refer to the preparation and approval of the payment breakdown table for the lump-sum contract.
 
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12.5 Payment Account
The employer shall pay the Contract Price to the contractor's account as agreed upon in the Contract Agreement.
13. Acceptance and engineering commissioning
13.1 Acceptance of Parts and Items of the Project
13.1.1 The quality of the parts and sub-items of the project shall comply with the relevant national engineering construction acceptance 
specifications, standards and contractual agreements. The contractor shall complete the construction of the parts and sub-items in accordance with 
the requirements of the construction organization design.
13.1.2 Unless otherwise agreed in the special contract terms, if the sub-items and parts of the project are qualified after self-inspection by the 
contractor and meet the conditions for acceptance, the contractor shall notify the supervisor 48 hours in advance for acceptance. If the supervisor 
cannot accept on time, he shall submit a written request for extension to the contractor 24 hours before acceptance, but the extension shall not 
exceed 48 hours. If the supervisor fails to accept on time and does not request an extension, the contractor has the right to accept on his own, and 
the supervisor shall recognize the acceptance results. If the sub-items and parts of the project have not been accepted, they shall not enter the next 
process.
The acceptance documents of parts and sections of the project should be an integral part of the completion documents.
13.2 Completion acceptance
13.2.1 Completion acceptance conditions
The contractor may apply for completion acceptance if the project meets the following conditions:
( 1 ) Except for the omitted work and defect repair work agreed by the employer, all works and related work within the scope of the contract, 
including the tests, trial runs and inspections required by the contract, have been completed and comply with the contract requirements;
( 2 ) A list of omitted items and defect repair work and a corresponding construction plan have been prepared in accordance with the contract;
( 3 ) The completion documents have been prepared in accordance with the content and number of copies agreed in the contract.
13.2.2 Completion acceptance procedures
Unless otherwise agreed in the special contract terms, the contractor shall follow the following procedures when applying for completion 
acceptance:
( 1 ) The contractor shall submit a completion acceptance application report to the supervisor, who shall complete the review and submit it to 
the employer within 14 days after receiving the completion acceptance application report. If the supervisor considers that the project does not meet 
the acceptance conditions after review, he shall notify the contractor of the work that the contractor needs to complete before the completion 
acceptance. The contractor shall submit the completion acceptance application report again after completing all the work notified by the supervisor.
( 2 ) If the supervisor considers that the conditions for final acceptance are met after review, he shall submit a final acceptance application 
report to the employer. The employer shall complete the 
 
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review and approval within 28 days after receiving the final acceptance application report reviewed by the Supervisor and organize the supervisor, 
contractor, designer and other relevant units to complete the final acceptance.
( 3 ) If the final acceptance is qualified, the employer shall issue the project acceptance certificate to the contractor within 14 days after the 
acceptance. If the employer fails to issue the project acceptance certificate within the time limit without justifiable reasons, the project acceptance 
certificate shall be deemed to have been issued from the 15th day after the acceptance .
( 4 ) If the final acceptance fails, the supervisor shall issue instructions according to the acceptance opinion, requiring the contractor to 
rework, repair or take other remedial measures for the unqualified works, and the increased costs and (or) delayed construction period shall be borne 
by the contractor. After completing the rework, repair or taking other remedial measures for the unqualified works, the contractor shall resubmit the 
final acceptance application report and re-accept according to the procedures agreed in this item.
( 5 ) If the project has not been accepted or has been accepted but fails to meet the standards, and the employer uses the project without 
authorization, the employer shall issue a project acceptance certificate to the contractor within 7 days after the transfer of possession of the project. 
If the employer fails to issue the project acceptance certificate within the prescribed time limit without justifiable reasons, the project acceptance 
certificate shall be deemed to have been issued from the 15th day after the transfer of possession.
Unless otherwise agreed upon in the special contract terms, if the employer fails to organize the completion acceptance and issue the project 
acceptance certificate in accordance with this agreement, for each day of delay, it shall pay liquidated damages based on the signed contract price 
and the benchmark interest rate for the same type of loan issued by the People's Bank of China during the same period.
13.2.3 Completion Date
If the project passes the final acceptance, the actual completion date shall be the date on which the contractor submits the application report 
for final acceptance, and shall be stated in the project acceptance certificate. If, due to the employer's reasons, the final acceptance is not completed 
within 42 days after the supervisor receives the application report for final acceptance submitted by the contractor, or the project acceptance 
certificate is not issued after the final acceptance, the actual completion date shall be the date on which the application report for final acceptance is 
submitted. If the project is used by the employer without authorization before the final acceptance, the actual completion date shall be the date on 
which the possession of the project is transferred.
13.2.4 Refusal to accept all or part of the project
For projects that fail the final acceptance, the contractor shall conduct a new final acceptance after completing the rectification. If the project 
still fails to pass the re-acceptance and no remedial measures can be taken, the employer may refuse to accept the unqualified project. If other 
projects cannot be used normally due to the unqualified project, the contractor shall take measures to ensure the normal use of the relevant projects, 
and the increased costs and (or) delayed construction period shall be borne by the contractor.
 
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13.2.5 Handover and acceptance of all or part of the project
Unless otherwise agreed in the special contract terms, the parties to the contract shall complete the handover of the project within 7 days after 
the issuance of the project acceptance certificate.
If the employer fails to accept the project without a valid reason, the employer shall bear all expenses related to the project, including project 
care, protection and storage of finished products, from the date on which the employer should have accepted the project. The parties to the contract 
may separately agree in the special contract terms on the employer's liability for breach of contract for late acceptance of the project.
If the contractor fails to hand over the project without a valid reason, the contractor shall bear all expenses related to the project, such as 
project care, protection and storage of finished products. The parties to the contract may separately agree in the special contract terms on the 
contractor's liability for breach of contract for failure to hand over the project without a valid reason.
13.3 Engineering Commissioning
13.3.1 Commissioning Procedure
If the project requires a test run, unless otherwise agreed in the special contract terms, the content of the test run shall be consistent with the 
contractor's contract scope, and the test run costs shall be borne by the contractor. The project test run shall be carried out according to the following 
procedures:
( 1 ) The conditions for a single-machine no-load test run are met. The contractor shall organize the test run and notify the supervisor in 
writing 48 hours before the test run. The notice shall specify the content, time and location of the test run. The contractor shall prepare the test run 
record, and the employer shall provide the necessary conditions for the test run according to the contractor's requirements. If the test run is 
qualified, the supervisor shall sign the test run record. If the supervisor does not sign the test run record after the test run is qualified, it shall be 
deemed that the supervisor has approved the test run record 24 hours after the test run is completed, and the contractor may continue construction or 
go through the completion acceptance procedures.
The supervisor shall submit a written request for extension to the contractor 24 hours before the test run , but the extension shall not exceed 
48 hours. If the construction period is delayed as a result, the construction period shall be extended accordingly. If the supervisor fails to submit a 
request for extension within the aforementioned period and does not attend the test run, he shall be deemed to have approved the test run record.
( 2 ) The conditions for no-load linkage test run are met, and the employer organizes the test run and notifies the contractor in writing 48 
hours before the test run. The notice shall specify the content, time, location and requirements for the contractor, and the contractor shall make 
preparations as required. If the test run is qualified, the parties to the contract shall sign the test run record. If the contractor fails to participate in the 
test run without a legitimate reason, it shall be deemed that the contractor has approved the test run record.
13.3.2 Responsibilities during commissioning
If the test run fails to meet the acceptance requirements due to design reasons, the employer shall require the designer to modify the design, 
and the contractor shall reinstall according to the modified 
 
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design. The employer shall bear all costs of modifying the design, dismantling and reinstalling, and the construction period shall be extended 
accordingly. If the test run fails to meet the acceptance requirements due to the contractor's reasons, the contractor shall reinstall and test the 
equipment as required by the supervisor, and bear the costs of reinstallation and test, and the construction period shall not be extended.
If the trial run fails to meet the acceptance requirements due to manufacturing reasons of the engineering equipment, the party to the contract 
that purchased the engineering equipment shall be responsible for repurchasing or repairing it, and the contractor shall be responsible for 
dismantling and reinstalling it. The increased costs of repair, repurchasing, dismantling and reinstallation and the delayed construction period shall 
be borne by the party to the contract that purchased the engineering equipment.
13.3.3 Material feeding and trial run
If a trial run with material feeding is required, the employer shall organize the trial run with material feeding after the completion and 
acceptance of the project. If the employer requires the trial run to be conducted before the completion and acceptance of the project or requires the 
cooperation of the contractor, the contractor shall be required to agree on the relevant matters in the special contract terms.
If the trial run is qualified, the costs shall be borne by the employer; if the trial run is unqualified due to the contractor's reasons, the 
contractor shall make rectifications as required by the employer, and the rectification costs incurred shall be borne by the contractor; if the trial run 
is unqualified due to reasons not attributable to the contractor, if the contractor is required by the employer to make rectifications, the costs incurred 
shall be borne by the employer.
13.4 Acceptance of Unit Projects Delivered Ahead of Time
13.4.1 If the employer needs to use a unit project before completion of the project, or if the contractor proposes to deliver a completed unit 
project in advance and the employer agrees, acceptance of the unit project may be carried out. The acceptance procedure shall be in accordance with 
the provisions of Clause 13.2 [Completion Acceptance].
After the acceptance is qualified, the supervisor shall issue the unit project acceptance certificate signed by the employer to the contractor. 
The unit project for which the unit project acceptance certificate has been issued shall be taken care of by the employer. The acceptance results and 
conclusions of the unit project shall be attached to the application report for the completion acceptance of the overall project.
13.4.2 If the employer requires the delivery of a unit project before the completion of the project, which results in increased costs and/or 
delayed construction period for the contractor, the employer shall bear the increased costs and/or delayed construction period and pay the contractor 
a reasonable profit.
13.5 Operation During Construction Period
13.5.1 Operation during the construction period means that the contract project has not been completed in its entirety, but one or several unit 
projects or the installation of project equipment have been completed and need to be put into operation during the construction period in accordance 
with the terms of the special contract. Only after the employer has passed the acceptance inspection in 
 
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accordance with the provisions of Clause 13.4 [Acceptance of Unit Projects Delivered in Advance] and proved that they can ensure safety, can they 
be put into operation during the construction period.
13.5.2 If the project or project equipment is found to be damaged or defective during operation during the construction period, the contractor 
shall repair it in accordance with the provisions of Clause 15.2 (Defect Liability Period).
13.6 Completion and Exit
13.6.1 Completion and Exit
After the project acceptance certificate is issued, the contractor shall clean up the construction site in accordance with the following 
requirements:
( 1 ) All the garbage remaining in the construction site has been cleared away;
( 2 ) The temporary works have been dismantled and the site has been cleaned, leveled or restored;
( 3 ) Personnel, the contractor's construction equipment and remaining materials, including abandoned construction equipment and materials, 
that should be evacuated according to the contract have been evacuated from the construction site as planned;
( 4 ) All construction deposits around the construction site and on nearby roads and rivers have been cleared;
( 5 ) All other site cleanup work at the construction site has been completed.
The expenses of completion and exit from the construction site shall be borne by the contractor. The contractor shall complete the completion 
and exit within the period agreed in the special contract terms. If the completion is not completed within the time limit, the employer has the right to 
sell or otherwise deal with the items left by the contractor, and the expenses incurred shall be borne by the contractor. The proceeds from the sale of 
the items left by the contractor shall be returned to the contractor after deducting necessary expenses.
13.6.2 Land surface restoration
The contractor shall restore the temporarily occupied land and clean up the site as required by the employer. If the contractor fails to restore 
the temporarily occupied land as required by the employer, or the site cleaning fails to meet the requirements of the contract, the employer has the 
right to entrust other persons to restore or clean up the site, and the expenses incurred shall be borne by the contractor.
14. Completion Settlement
14.1 Application for Completion Settlement
Unless otherwise agreed in the special contract terms, the contractor shall submit a completion settlement application form to the employer 
and the supervisor within 28 days after the project is completed and accepted, and submit complete settlement information. The requirements for the 
list of materials and number of copies of the completion settlement application form shall be agreed upon by the parties to the contract in the special 
contract terms.
Unless otherwise agreed in the special contract terms, the completion settlement application form shall include the following contents:
( 1 ) Contract price for final settlement;
( 2 ) The employer has paid the contractor;
 
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( 3 ) Quality deposit that should be withheld. 
( 4 ) The employer shall pay the contractor the contract price.
14.2 Completion Settlement Audition
( 1 ) Unless otherwise agreed in the special contract terms, the supervisor shall complete the verification and submit it to the employer within 
14 days after receiving the completion settlement application form. The employer shall complete the review and approval within 14 days after 
receiving the audited completion settlement application form submitted by the supervisor, and the supervisor shall issue the completion payment 
certificate signed by the employer to the contractor. If the supervisor or the employer has any objection to the completion settlement application 
form, they have the right to require the contractor to make corrections and provide additional information, and the contractor shall submit the 
revised completion settlement application form.
If the employer fails to complete the review and approval and does not raise any objection within 28 days after receiving the completion 
settlement application submitted by the contractor, it shall be deemed that the employer has approved the completion settlement application 
submitted by the contractor, and the completion payment certificate shall be deemed to have been issued from the 29th day after the employer 
receives the completion settlement application submitted by the contractor .
( 2 ) Unless otherwise agreed in the special contract terms, the employer shall complete the completion payment to the contractor within 14 
days after issuing the completion payment certificate. If the employer fails to make payment within the prescribed time limit, he shall pay liquidated 
damages in accordance with the benchmark interest rate for similar loans of the same period published by the People's Bank of China; if the 
payment is overdue for more than 56 days, he shall pay liquidated damages in accordance with twice the benchmark interest rate for similar loans of 
the same period published by the People's Bank of China.
( 3 ) If the contractor has any objection to the completion payment certificate signed by the employer, he shall raise the objection within 7 
days after receiving the completion payment certificate signed by the employer, and the parties shall review the objection in accordance with the 
method and procedures agreed upon in the Special Contract Terms, or handle the matter in accordance with the provisions of Article 20 (Dispute 
Resolution). For the undisputed part, the employer shall issue the provisional completion payment certificate and make payment in accordance with 
Item ( 2 ) of this Clause. If the contractor fails to raise any objection within the time limit, it shall be deemed that it has accepted the employer's 
approval result.
14.3 Completion Agreement
If the employer requires the project to be completed without a project item, the parties to the contract shall sign a project completion 
agreement. The project completion agreement shall clearly state that the parties to the contract shall settle the completed qualified project and pay 
the corresponding contract price in accordance with the provisions of Section 14.1 [Application for Completion Settlement] and Section 14.2 
[Completion Settlement Review].
14.4 Final Settlement
14.4.1 Final Settlement Application
 
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( 1 ) Unless otherwise agreed in the Special Contract Terms, the contractor shall, within 7 days after the issuance of the Defect Liability 
Period Termination Certificate, submit to the employer the final settlement application form in the number of copies agreed in the Special Contract 
Terms and provide relevant supporting documents.
Unless otherwise agreed upon in the special contract terms, the final settlement application form shall specify the quality deposit, the quality 
deposit to be deducted, and the increase or decrease in expenses incurred during the defect liability period.
( 2 ) If the employer has any objection to the contents of the final settlement application form, it has the right to require the contractor to 
make corrections and provide additional information. The contractor shall submit the revised final settlement application form to the employer.
14.4.2 Final Settlement Certificate and Payment
( 1 ) Unless otherwise agreed in the special contract terms, the employer shall complete the review and approval and issue the final settlement 
certificate to the contractor within 14 days after receiving the final settlement application form submitted by the contractor. If the employer fails to 
complete the review and approval within the time limit and does not propose any amendments, it shall be deemed that the employer agrees to the 
final settlement application form submitted by the contractor, and the final settlement certificate shall be deemed to have been issued 15 days after 
the employer receives the final settlement application form submitted by the contractor .
( 2 ) Unless otherwise agreed in the Special Contract Terms, the employer shall complete the payment within 7 days after the issuance of the 
final settlement certificate. If the employer fails to make payment within the prescribed time limit, he shall pay a penalty in accordance with the 
benchmark interest rate for the same type of loan issued by the People's Bank of China during the same period; if the payment is overdue for more 
than 56 days, he shall pay a penalty in accordance with twice the benchmark interest rate for the same type of loan issued by the People's Bank of 
China during the same period.
( 3 ) If the contractor has any objection to the final settlement certificate issued by the employer, it shall be handled in accordance with the 
provisions of Article 20 [Dispute Resolution].
15. Liability for Defects and Warranty
15.1 Principles of Project Warranty
After the project is handed over to the employer, the contractor shall bear the quality defect liability and warranty obligations for quality 
defects caused by the contractor. After the defect liability period expires, the contractor shall still bear the warranty obligations according to the 
warranty period of each part of the project agreed in the contract.
15.2 Defect Liability Period
15.2.1 The defect liability period shall be calculated from the actual completion date. The parties to the contract shall agree upon the specific 
duration of the defect liability period in the special contract terms, but the maximum duration shall not exceed 24 months.
If a unit project is accepted before the entire project, and is delivered for use after passing the acceptance, the defect liability period for the 
unit project shall be calculated from the date the unit 
 
59

project is accepted. If the project cannot be completed and accepted as per the agreed period in the contract due to the employer's fault, the defect 
liability period shall be calculated from the date the contractor submits the application report for completion acceptance; if the employer uses the 
project without completion acceptance, the defect liability period shall be calculated from the date the project is transferred to the employer.
15.2.2 After the completion and acceptance of the project, if the project, unit project or a major equipment cannot be used for the original 
purpose due to defects or damage caused by the contractor, the employer has the right to require the contractor to extend the defect liability period 
and shall issue an extension notice before the expiration of the original defect liability period, but the maximum defect liability period shall not 
exceed 24 months.
15.2.3 If any defect or damage is repaired and inspection proves that it has affected the performance of the project or project equipment, the 
contractor shall re-conduct the tests and trial runs agreed in the contract, and all costs of the tests and trial runs shall be borne by the responsible 
party.
15.2.4 Unless otherwise agreed in the special contract terms, the contractor shall issue a notice of expiration of the defect liability period to 
the employer within 7 days after the expiration of the defect liability period. The employer shall verify whether the contractor has fulfilled its 
obligation to repair defects within 14 days after receiving the notice of expiration of the defect liability period. If the contractor fails to fulfill its 
obligation to repair defects, the employer shall have the right to deduct the corresponding amount of repair costs. The employer shall issue a defect 
liability period termination certificate to the contractor within 14 days after receiving the notice of expiration of the defect liability period.
15.3 Quality Deposit
If the parties to the contract agree to withhold the quality deposit, this should be made clear in the special contract terms.
15.3.1 How the Contractor Provides a Quality Guarantee
There are three ways for contractors to provide quality deposits:
( 1 ) Quality guarantee deposit; 
( 2 ) A corresponding proportion of the project payment;
( 3 ) Other methods agreed upon by both parties.
Unless otherwise agreed in the special contract terms, the quality deposit shall in principle be paid in the form of method ( 1 ) above.
15.3.2 Withholding of Quality Deposit
There are three ways to withhold the quality deposit:
( 1 ) Withholding the amount of the project progress payment in installments. In this case, the calculation base of the quality guarantee 
deposit does not include the amount of advance payment, deduction and price adjustment;
(2) Withholding the quality guarantee deposit once and for all at the time of project completion settlement;
( 3 ) Other detention methods agreed upon by both parties.
 
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Unless otherwise agreed in the special contract terms, the quality deposit shall, in principle, be withheld in the manner described in ( 1 ) 
above.
The cumulative quality deposit withheld by the employer shall not exceed 5% of the settled contract price. If the contractor submits a quality 
deposit guarantee within 28 days after the employer issues the completion payment certificate, the employer shall simultaneously return the project 
price withheld as the quality deposit.
15.3.3 Refund of Quality Deposit
The employer shall return the quality deposit in accordance with the provisions of Clause 14.4 [Final Settlement].
15.4 Warranty
15.4.1 Warranty Liability
The project warranty period starts from the date of completion and acceptance of the project. The warranty period for specific sub-projects 
shall be agreed upon by the parties to the contract in the special contract terms, but shall not be less than the statutory minimum warranty period. 
During the project warranty period, the contractor shall bear the warranty responsibility in accordance with relevant laws and contractual 
provisions.
If the employer uses the project without completing the acceptance inspection, the warranty period shall be calculated from the date of 
transfer of possession.
15.4.2 Repair costs
During the warranty period, the cost of repair shall be handled in accordance with the following agreement:
( 1 ) During the warranty period, if the project is defective or damaged due to the fault of the contractor, the contractor shall be responsible 
for repairing it and bear the cost of repairing it as well as the personal injury and property loss caused by the defective or damaged project;
( 2 ) During the warranty period, if the project is defective or damaged due to improper use by the employer, the employer may entrust the 
contractor to repair it, but the employer shall bear the cost of repair and pay the contractor a reasonable profit;
( 3 ) If the defects or damage of the project are caused by other reasons, the contractor may be entrusted to repair them. The employer shall 
bear the cost of repair and pay the contractor a reasonable profit. The personal injury and property loss caused by the defects or damage of the 
project shall be borne by the responsible party.
15.4.3 Repair Notice
During the warranty period, if the employer finds defects or damage in the received project during use, he shall notify the contractor in 
writing to repair it. However, if the situation is urgent and the defects or damage must be repaired immediately, the employer may notify the 
contractor orally and confirm in writing within 48 hours after the oral notification. The contractor shall arrive at the project site and repair the 
defects or damage within a reasonable period agreed upon in the special contract terms.
15.4.4 Failed to fix
 
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If the defects or damages of the project are caused by the contractor, the contractor refuses to repair or fails to repair the defects or damages 
within a reasonable period, and still fails to repair them after the written reminder of the employer, the employer has the right to repair them by 
itself or entrust a third party to repair them, and the necessary expenses shall be borne by the contractor. However, if the scope of repair exceeds the 
scope of the defects or damages, the repair costs of the part exceeding the scope shall be borne by the employer.
15.4.5 Contractor's right of access
During the warranty period, the contractor has the right to enter and exit the construction site in order to repair defects or damage. Except in 
case of emergency, the contractor shall notify the employer 24 hours in advance of the time for entry and repair. The contractor shall obtain the 
employer's consent before entering the construction site, shall not affect the employer's normal production and operation, and shall comply with the 
employer's provisions on security and confidentiality.
16. Breach of Contract
16.1 Employer’s Breach of Contract
16.1.1 Circumstances of breach of contract by the employer
The following circumstances occurring during the performance of the contract shall be deemed as breach of contract by the employer:
( 1 ) The employer fails to issue the commencement notice within 7 days before the scheduled commencement date due to the employer's 
fault ;
( 2 ) The contract price cannot be paid as agreed in the contract due to the fault of the employer;
( 3 ) The employer violates the provisions of Clause 10.1 (Scope of Change) ( 2 ) and carries out the cancelled work on its own or assigns it 
to another person;
( 4 ) The specifications, quantity or quality of the materials and engineering equipment provided by the employer do not conform to the 
contractual agreement, or the delivery date is delayed or the delivery location is changed due to the employer's fault;
( 5 ) The construction is suspended due to the breach of the contract by the employer;
( 6 ) The employer fails to issue a resumption instruction within the agreed period without justifiable reasons, resulting in the contractor being 
unable to resume work;
( 7 ) The employer expressly states or indicates through his/her behavior that he/she will not perform the main obligations of the contract;
( 8 ) The employer fails to perform other obligations as agreed in the contract.
The Employer breaches the contract other than that specified in Item ( 7 ) of this clause, the contractor may notify the employer and request 
the employer to take effective measures to correct the breach. If the employer still fails to correct the breach within 28 days after receiving the 
contractor's notice, the Contractor shall have the right to suspend the construction of the relevant part of the project and notify the supervisor.
16.1.2 Liability of the Employer for Breach of Contract
The employer shall bear the additional costs and/or delayed construction period caused by its breach of contract, and pay the contractor a 
reasonable profit. In addition, the parties to the contract may 
 
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agree on the manner and method of calculation of the employer's liability for breach of contract in the special contract terms.
16.1.3 Termination of the Contract Due to Breach of Contract by the Employer
Unless otherwise agreed in the Special Contract Terms, if the contractor suspends construction for 28 days as agreed in Item 16.1.1 
[Situations where the employer has breached the contract] and the employer still fails to correct its breach and the purpose of the contract cannot be 
achieved, or if the breach of contract stipulated in Item ( 7 ) of Item 16.1.1 [Situations where the employer has breached the Contract] occurs, the 
contractor shall have the right to terminate the contract and the employer shall bear the increased expenses thereby incurred and pay the contractor a 
reasonable profit.
16.1.4 Payment after termination of the contract due to breach of contract by the employer
If the contractor terminates the contract in accordance with this Clause, the employer shall pay the following amounts within 28 days after the 
termination of the contract and cancel the performance guarantee:
( 1 ) the price of work completed before termination of the contract;
( 2 ) the price of materials, engineering equipment and other items ordered and paid for by the contractor for the construction of the Project;
( 3 ) Funds for the contractor to evacuate the construction site and lay off the contractor's personnel;
( 4 ) liquidated damages payable before termination of the contract as agreed in the contract;
( 5 ) Other amounts payable to the contractor in accordance with the contract;
( 6 ) The quality guarantee deposit to be refunded according to the contract;
( 7 ) Losses caused to the contractor due to termination of the contract.
If the parties to the contract fail to reach an agreement on settlement after termination of the contract, the matter shall be handled in 
accordance with the provisions of Article 20 [Dispute Resolution].
The contractor shall properly protect and transfer the completed project and the purchased materials and equipment related to the project, and 
withdraw the construction equipment and personnel from the construction site. The employer shall provide the necessary conditions for the 
contractor to withdraw.
16.2 Contractor’s Breach of Contract
16.2.1 Circumstances in which the contractor breaches the contract
The following circumstances occurring during the performance of the contract shall constitute breach of contract by the contractor:
( 1 ) The contractor violates the contract by subcontracting or illegally sub-contracting;
( 2 ) The contractor violates the contract by purchasing and using substandard materials and engineering equipment;
( 3 ) The quality of the project does not meet the contract requirements due to the contractor's fault; 
 
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( 4 ) The Contractor violates the provisions of Clause 8.9 [Special Requirements for Materials and Equipment] and, without approval, 
privately removes materials or equipment that have been brought into the construction site in accordance with the contract from the construction 
site;
( 5 ) The contractor fails to complete the work agreed in the contract in a timely manner according to the construction schedule, resulting in 
delay in the construction period;
( 6 ) The contractor fails to repair the defects in the roject within a reasonable period of time during the defect liability period and the 
warranty period, or refuses to repair the defects as required by the employer;
( 7 ) The contractor expressly states or demonstrates through his actions that he will not perform the main obligations of the contract;
( 8 ) The contractor fails to perform other obligations as agreed in the contract.
the contractor commits any other breach of contract other than that stipulated in Item ( 7 ) of this clause, the supervisor may issue a 
rectification notice to the contractor requiring it to make corrections within a specified period of time.
16.2.2 Contractor's liability for breach of contract
The contractor shall bear the increased costs and/or delayed construction period caused by its breach of contract. In addition, the parties to the 
contract may agree on the manner and method of calculation of the contractor's liability for breach of contract in the special contract terms.
16.2.3 Termination of the Contract due to Contractor’s Breach of Contract
Unless otherwise agreed in the special contract terms, if the breach of contract stipulated in Item ( 7 ) of Section 16.2.1 [Contractor’s breach 
of contract] occurs, or if the contractor still fails to rectify the breach of contract within the specified reasonable period after the supervisor issues a 
rectification notice and the purpose of the contract cannot be achieved, the employer shall have the right to terminate the contract. After the 
termination of the contract, the employer shall have the right to use the contractor’s materials, equipment, temporary works, contractor’s documents 
and other documents prepared by or on behalf of the contractor at the construction site for the purpose of completing the project. The parties to the 
contract shall agree on the method of bearing the corresponding expenses in the Special Contract Terms. The employer’s continued use shall not 
exempt or reduce the contractor’s liability for breach of contract.
16.2.4 Treatment after termination of contract due to breach of contract by the contractor
If the contract is terminated due to the contractor's reasons, the parties to the contract shall complete the valuation, payment and liquidation 
within 28 days after the termination of the contract and shall be implemented in accordance with the following agreements:
( 1 ) Upon termination of the contract, the contract price corresponding to the work actually completed by the contractor and the value of the 
materials, engineering equipment, construction equipment and temporary works provided by the contractor shall be agreed or determined in 
accordance with Sub - Clause 4.4 (Agreement or Determination);
( 2 ) liquidated damages payable by the contractor upon termination of the contract;
 
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( 3 ) After the contract is terminated, the losses caused to the contractor due to the termination of the contract;
( 4 ) After the contract is terminated, the contractor shall complete the cleaning and evacuation of the site in accordance with the 
requirements of the employer and the instructions of the supervisor;
( 5 ) The Employer and the Subcontractor shall conduct liquidation after the termination of the contract, issue a final settlement payment 
certificate and settle all payments.
If the contract is terminated due to the contractor's breach of contract, the employer has the right to suspend payment to the contractor and to 
clarify all payments and deductions. If the employer and the contractor fail to reach an agreement on liquidation and payment after the contract is 
terminated, the matter shall be handled in accordance with the provisions of Article 20 (Dispute Resolution).
16.2.5 Transfer of Procurement Contract Rights
If the contract is terminated due to the contractor's breach of contract, the employer has the right to require the contractor to transfer the rights 
and interests of the procurement contract for materials and equipment signed to implement the contract to the employer. The contractor shall assist 
the employer in reaching a relevant transfer agreement with the bidder of the procurement contract within 14 days after receiving the notice of 
termination of the contract.
16.3 Breach of Contract Caused by a Third Party
In the process of performing a contract, if one party breaches the contract due to the fault of a third party, it shall bear the liability for breach 
of contract to the other party. Disputes between one party and a third party shall be resolved in accordance with the law or in accordance with the 
agreement.
17. Force Majeure 
17.1 Confirmation of Force Majeure
Force majeure refers to natural disasters and social emergencies that are unforeseeable by the parties to the contract when signing the contract 
and are unavoidable and insurmountable during the performance of the contract, such as earthquakes, tsunamis, plagues, riots, martial law, 
insurrections, wars and other circumstances stipulated in the special contract terms.
After force majeure occurs, the employer and the contractor shall collect evidence proving the occurrence of force majeure and the losses 
caused by force majeure, and shall promptly and carefully calculate the losses caused. If the parties to the contract disagree on whether it is force 
majeure or the losses, the Supervisor shall handle it in accordance with the provisions of Article 4.4 [Agreed or Determined]. In the event of a 
dispute, it shall be handled in accordance with the provisions of Article 20 [Dispute Resolution].
17.2 Notice of Force Majeure
When one party to a contract encounters a force majeure event that hinders the performance of its contractual obligations, it shall 
immediately notify the other party to the contract and the supervisor, provide a written statement of the details of the force majeure and the 
hindrance, and provide necessary proof.
If force majeure continues to occur, one party to the contract shall promptly submit an interim report to the other party to the contract and the 
supervisor, stating the force majeure and the obstruction 
 
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to the performance of the contract, and shall submit a final report and relevant information within 28 days after the end of the force majeure event.
17.3 Bearing the consequences of force majeure
17.3.1 The consequences and losses caused by force majeure shall be borne by the parties to the contract in accordance with the law and the 
contract. The works completed before the occurrence of force majeure shall be measured and paid in accordance with the contract.
17.3.2 The consequences of casualties, property losses, increased costs and/or delays in construction caused by force majeure shall be borne 
by the parties to the contract in accordance with the following principles:
( 1 ) The damage to the permanent works, materials and engineering equipment that have been transported to the construction site, as well as 
personal injury, death or property loss to third parties caused by the damage to the works shall be borne by the employer;
( 2 ) The contractor shall be responsible for any damage to the contractor's construction equipment;
( 3 ) The employer and the contractor shall bear their respective personal injury, death and property losses;
( 4 ) If force majeure affects the contractor's performance of the obligations agreed in the contract and has caused or will cause a delay in the 
construction period, the construction period shall be postponed. The costs and losses caused by the contractor's suspension of work shall be 
reasonably shared by the employer and the contractor, and the wages of workers that must be paid during the suspension period shall be borne by 
the employer;
( 5 ) If the construction period is delayed or will be delayed due to force majeure and the employer requires the work to be accelerated, the 
increased costs of the accelerated work shall be borne by the employer;
( 6 ) The costs of the contractor's care, cleaning and repair of the works during the suspension period as required by the employer shall be 
borne by the employer.
After the occurrence of force majeure, the parties to the contract should take measures to avoid and reduce the expansion of losses as much as 
possible. If any party fails to take effective measures and causes the losses to expand, it shall be liable for the expanded losses.
If one party to a contract delays in performing its contractual obligations and encounters force majeure during the period of delay, it shall not 
be exempted from its liability for breach of contract.
17.4 Termination of the Contract Due to Force Majeure
If the contract cannot be performed for more than 84 consecutive days or more than 140 days in total due to force majeure, both the employer 
and the contractor shall have the right to terminate the contract. After the contract is terminated, the two parties shall agree or determine the amount 
payable by the employer in accordance with Article 4.4 (Agreed or Determined), which shall include:
( 1 ) the price of the work completed by the contractor before the termination of the contract;
( 2 ) the price of materials, engineering equipment and other items ordered by the contractor for the works and delivered to the contractor or 
for which the contractor is obliged to accept delivery;
 
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( 3 ) Expenses incurred by the employer requiring the contractor to return the goods or terminate the order contract, or losses incurred due to 
failure to return the goods or terminate the contract;
( 4 ) Expenses incurred by the contractor in evacuating the construction site and dismissing the contractor's personnel;
( 5 ) Other amounts payable to the contractor before termination of the contract as agreed in the contract;
( 6 ) deducting the amount payable by the contractor to the employer in accordance with the contract;
( 7 ) Other amounts agreed or confirmed by both parties.
Unless otherwise agreed in the special contract terms, after the termination of the contract, the employer shall complete the payment of the 
above-mentioned amount within 28 days after the above-mentioned amount is agreed or determined.
18. Insurance
18.1 Engineering Insurance
Unless otherwise agreed in the special contract terms, the employer shall purchase all-risk insurance for the construction project or all-risk 
insurance for the installation project; if the employer entrusts the contractor to purchase the insurance, the insurance premium and other related 
expenses incurred by the insurance shall be borne by the employer.
18.2 Work Injury Insurance
18.2.1 The employer shall participate in work-related injury insurance in accordance with the law, and arrange for work-related injury 
insurance for all employees at the construction site, pay the work-related injury insurance premium, and require the supervisor and the third party 
hired by the employer to perform the contract to participate in work-related injury insurance in accordance with the law.
18.2.2 The contractor shall participate in work-related injury insurance in accordance with the law, and shall arrange work-related injury 
insurance for all its employees performing the contract, pay work-related injury insurance premiums, and require subcontractors and third parties 
hired by the contractor to perform the contract to participate in work-related injury insurance in accordance with the law.
18.3 Other Insurance
The employer and the contractor may arrange for accident insurance and pay the insurance premiums for all personnel at their construction 
sites, including their employees and third-party personnel hired to perform the contract. The specific matters shall be agreed upon by the parties to 
the contract in the special contract terms.
Unless otherwise agreed in the special contract terms, the contractor shall purchase property insurance for its construction equipment, etc.
18.4 Continuing Insurance
The parties to the contract should maintain contact with the insurer so that the insurer can be kept informed of changes in the implementation 
of the project and ensure that insurance is continued as required by the terms of the insurance contract.
 
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18.5 Insurance Certificate
A party to the contract shall promptly submit to the other party the certificates of various insurances it has taken out and copies of the 
insurance policies.
18.6 Remedies for failure to take out insurance as agreed
18.6.1 If the employer fails to arrange insurance as agreed in the contract, or fails to keep the insurance valid, the contractor may arrange it on 
its behalf, and the necessary expenses shall be borne by the employer. If the employer fails to arrange insurance as agreed in the contract, resulting 
in failure to obtain full compensation, the employer shall be responsible for making up the difference.
18.6.2 If the contractor fails to arrange insurance as agreed in the contract, or fails to keep the insurance valid, the employer may arrange it on 
its behalf, and the necessary expenses shall be borne by the contractor. If the contractor fails to arrange insurance as agreed in the contract, resulting 
in failure to obtain full compensation, the contractor shall be responsible for making up the difference.
18.7 Obligation to notify
Unless otherwise agreed in the special contract terms, when the employer changes the insurance contract other than work-related injury 
insurance, the employer shall obtain the contractor's consent in advance and notify the supervisor; when the contractor changes the insurance 
contract other than work-related injury insurance, the contractor shall obtain the employer's consent in advance and notify the supervisor.
When an insurance accident occurs, the policyholder shall promptly report it to the insurer in accordance with the conditions and time limit 
stipulated in the insurance contract. The employer and the contractor shall promptly notify each other after knowing that an insurance accident has 
occurred.
19. Claims
19.1 Contractor’s Claims
If the contractor believes that he is entitled to additional payment and/or extension of construction period according to the contract, he shall 
file a claim with the employer in accordance with the following procedures:
( 1 ) The contractor shall, within 28 days after knowing or should have known that a claim event has occurred , submit a notice of intention to 
claim to the Supervisor and state the cause of the claim event. If the contractor fails to submit a notice of intention to claim within the 
aforementioned 28 days, it shall lose the right to request additional payment and/or extension of the construction period.
( 2 ) The contractor shall, within 28 days after issuing the Notice of Intent to Claim , formally submit a claim report to the supervisor; the 
claim report shall specify in detail the grounds for the claim and the amount of additional payment and/or extension of the construction period 
requested, and shall be accompanied by necessary records and supporting materials;
( 3 ) If the claim event has a continuing impact, the contractor shall continue to submit notices of continued claims at reasonable intervals, 
stating the actual situation and records of the continuing impact and listing the accumulated additional payment amount and (or) extension of the 
construction period;
 
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( 4 ) Within 28 days after the end of the impact of the claim event , the contractor shall submit a final claim report to the supervisor, stating 
the final amount of additional payment and/or extension of the construction period claimed, and attaching necessary records and supporting 
materials.
19.2 Handling of Contractor’s Claims
The handling of the contractor's claims is as follows:
( 1 ) The supervisor shall complete the review and submit the claim report to the employer within 14 days after receiving it. If the supervisor 
has any objection to the claim report, he has the right to require the contractor to submit copies of all original records;
( 2 ) The employer shall issue the claim handling result signed by the employer to the contractor within 28 days after the supervisor receives 
the claim report or further supporting materials of the claim. If the employer fails to respond within the time limit, it shall be deemed that the 
employer has approved the contractor's claim.
( 3 ) If the contractor accepts the claim settlement result, the claim amount shall be paid from the current progress payment; if the contractor 
does not accept the claim settlement result, it shall be handled in accordance with the provisions of Article 20 [Dispute Resolution].
19.3 Claims by the employer
If the employer considers that he is entitled to compensation and/or extension of the defect liability period according to the contract, the 
supervisor shall issue a notice to the contractor together with detailed proof.
The employer shall submit a claim intention notice to the contractor through the supervisor within 28 days after knowing or should have 
known that the claim event has occurred. If the employer fails to issue a claim intention notice within the aforementioned 28 days, it shall lose the 
right to claim compensation and (or) extend the defect liability period. The employer shall formally submit a claim report to the contractor through 
the supervisor within 28 days after issuing the claim intention notice.
19.4 Handling of Claims from the Employer
The handling of the contractor's claims is as follows:
( 1 ) After receiving the claim report submitted by the employer, the contractor shall promptly review the contents of the claim report and 
check the employer's supporting documents;
( 2 ) The contractor shall reply to the employer on the result of the claim handling within 28 days after receiving the claim report or further 
supporting materials related to the claim . If the contractor fails to reply within the above period, it shall be deemed as the contractor's approval of 
the employer's claim;
( 3 ) If the contractor accepts the result of the claim settlement, the employer may deduct the amount of compensation from the contract price 
payable to the contractor or extend the defect liability period; if the employer does not accept the result of the claim settlement, the claim shall be 
settled in accordance with the provisions of Article 20 [Dispute Resolution].
19.5 Deadline for filing a claim
( 1 ) Upon receipt of the Completion Payment Certificate in accordance with Sub- Clause 14.2 (Approval of Completion Settlement), the 
contractor shall be deemed to have waived any claim arising before the issue of the Works Taking-Over Certificate.
 
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( 2 ) The Final Settlement Application submitted by the contractor under Sub- Clause 14.4 (Final Settlement) shall only include claims 
arising after the issue of the Taking-Over Certificate for the Works. The period for making claims shall terminate upon acceptance of the Final 
Settlement Certificate.
20. Dispute Resolution
20.1 Settlement
The parties to the contract may settle disputes by themselves. The agreement reached through self-settlement shall be signed and sealed by 
both parties and shall serve as a supplementary document to the contract, and both parties shall comply with it.
20.2 Mediation
The parties to the contract may request the construction administrative department, industry association or other third party to mediate the 
dispute. If an agreement is reached through mediation, it shall be signed and sealed by both parties and shall be used as a supplementary document 
to the contract, and both parties shall comply with it.
20.3 Dispute Review
The parties to the contract agree in the special contract terms to adopt dispute review to resolve disputes and review rules, and implement 
them in accordance with the following agreements: 
20.3.1 Determination of the Dispute Review Panel
The parties to the contract may jointly select one or three dispute reviewers to form a dispute review panel. Unless otherwise agreed in the 
special contract terms, the parties to the contract shall select the dispute reviewers within 28 days after the contract is signed or within 14 days after 
the dispute occurs.
If one dispute reviewer is selected, the parties shall jointly determine it. If three dispute reviewers are selected, each party shall select one, 
and the third member shall be the chief dispute reviewer, who shall be jointly determined by the parties to the contract or jointly determined by the 
dispute reviewers selected by the parties to the contract, or the third chief dispute reviewer shall be designated by the review organization agreed 
upon in the special contract terms. 
Unless otherwise agreed in the special contract terms, the assessor's remuneration shall be borne half by the employer and half by the 
contractor respectively.
20.3.2 Decision of the Dispute Review Panel
The parties to the contract may jointly submit any disputes related to the contract to the dispute review panel for review at any time. The 
dispute review panel shall adhere to the principles of objectivity and fairness, fully listen to the opinions of the parties to the contract, and make a 
written decision and explain the reasons within 14 days after receiving the dispute review application report based on relevant laws, regulations, 
standards, case experience and business practices. The parties to the contract may make separate agreements on this matter in the special contract 
terms.
20.3.3 Validity of the Dispute Review Panel’s Decision
The written decision made by the dispute review panel shall be binding on both parties after being signed and confirmed by the parties to the 
contract, and both parties shall comply with it.
 
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If any party does not accept the decision of the dispute review panel or fails to implement the decision of the dispute review panel, the parties 
may choose to adopt other dispute resolution methods.
20.4 Arbitration or Litigation
For disputes arising from the contract and matters related to the contract, the parties to the contract may agree in the special contract terms to 
resolve the disputes in one of the following ways:
( 1 ) Apply for arbitration to the agreed arbitration committee;
( 2 ) File a lawsuit with the People’s Court that has jurisdiction over the case.
20.5 Effect of Dispute Resolution Clause
The dispute resolution clauses in the contract exist independently, and their validity shall not be affected by the modification, cancellation, 
termination, invalidity or revocation of the contract. 
 
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Section 3 Special Contract Terms
1. General Agreement
1.1 Definition of terms
1.1.1 Contract
1.1.1.10 Other contract documents include: 1. Relevant documents signed by both parties during the construction period; 2. Bidding 
documents and annexes (Q&A minutes, supplementary documents to bidding documents, bill of quantities); 3. Notice of winning the bid; 4. 
Agreement of this contract; 5. Special terms of this contract; 6. Bid and its annexes; 7. General terms of this contract; 8. Quality warranty; 9. 
Construction drawings and design changes; 10. Supplementary contract; 11. Other written documents agreed upon by both parties; 12. Standards, 
specifications and relevant technical documents.
1.1.2 Contracting Parties and Other Relevant Parties
1.1.2.4 Supervisor:
name:                                            ;
Qualification category and level:                                      ;
contact number:                                            ;
email:                                            ;
contact address:                                            .
1.1.2.5 Designer:
name:                                            ;
Qualification category and level:                                      ;
contact number:                                            ;
email:                                            ;
contact address:                                            .
1.1.2.6 Project Management:
name:                                            ;
Qualification category and level:    /  ;
contact number:                                            ;
email:                                            ;
contact address:                                            .
1.1.3 Engineering and Equipment
1.1.3.7 Other places that are part of the construction site include: At the contractor's discretion .
1.1.3.9 Permanent land occupation includes: Land within the site red line .
1.1.3.10 Temporary land occupation includes:  The land within the red line of the site. The temporary land outside the red line is used for 
temporary facilities, and the contractor shall bear the relevant expenses .
1.3 Legal
Other normative documents applicable to the contract: " Civil Code of the People's Republic of China ", "Construction Law of the People's 
Republic of China", "Construction Project Quality Management Regulations", "Several Opinions on Further Standardizing the City's Construction 
Market and Strengthening the Quality and Safety Management of Construction Projects" and other current laws, administrative regulations, 
departmental regulations and local regulations related to the construction of this project .
1.4 Standards and specifications
 
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1.4.1 Standards and specifications applicable to the project include: construction drawings and current relevant standards and specifications  .
1.4.2 The names of foreign standards and specifications provided by the employer: / ;
Number of copies of foreign standards and specifications provided by the contractor: / ;
The names of foreign standards and specifications provided by the contractor: / .
1.4.3 The contractor’s special requirements for the project’s technical standards and functional requirements: / .
1.5 Priority of Contract Documents
The composition and priority of the contract documents are as follows : 1. Construction contract agreement; 2. Notice of winning the bid; 3. 
Tender letter and its appendix; 4. Special contract terms and their annexes; 5. General contract terms; 6. Technical standards and requirements; 7. 
Drawings; 8. Priced bill of quantities or budget; 9. Other contract documents. All documents related to the contract formed during the contract 
conclusion and performance process constitute part of the contract documents. The above-mentioned contract documents include the supplements 
and modifications made by the parties to the contract to the contract documents. For documents of the same type, the latest signed one shall prevail.
1.6 Drawings and Contractor's Documents	
1.6.1 Provision of drawings
The deadline for the employer to provide drawings to the contractor: / ;
The number of drawings provided by the employer to the contractor: 1 set of electronic version of the construction drawings and 4 sets of 
paper version of the construction drawings ;
Contents of the drawings provided by the employer to the contractor: a complete set of construction drawings that have passed the review; 
the drawings provided by the employer are only used for the construction of this project, and the contractor shall not use the drawings for other 
purposes .
1.6.4 Contractor's Documents
Documents that need to be provided by the contractor include: construction drawing budget, on-site construction organization design, 
construction plans for each sub-project, project warranty documents, etc. ;
The deadline for the contractor to provide the documents is as follows: the construction drawing budget shall be provided within 30 days 
after the contractor provides the construction drawings ; the on-site construction organization design shall be provided within 14 days before the 
start of the project; and the construction plan for each sub-project shall be provided within 7 days before the start of each sub-project ;
The number of documents provided by the contractor is: construction drawing budget (including one electronic document), on-site 
construction organization design and construction plan for each sub-project in quadruplicate ;
The documents provided by the contractor shall be in the form of: signed and sealed written documents bound into a book ;
The deadline for the contractor to review and approve the contractor’s documents: 10 days .
    The construction drawing budget is reviewed by the appraisal unit commissioned by the contractor and, after confirmation by both parties, serves 
as one of the bases for the project completion settlement.
1.6.5 Preparation of on-site drawings
Agreement on preparation of on-site drawings: The conditions for construction are ready on site .
 
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1.7 Contact
1.7.1 The employer and the contractor shall deliver to the other party any written correspondence, including notices, approvals, certifications, 
certificates, instructions, orders, demands, requests, consents, opinions, determinations and decisions, related to the contract within 3 days .
1.7.2 The place where the employer receives the documents: the Employer’s representative office at the construction site ;
The recipient designated by the Employer is: Employer's On-site Project Manager .
The place where the contractor receives the documents: On-site project department ;
The recipient designated by the contractor is: Project Manager (Registered Construction Engineer) .
The place where the supervisor receives the documents: Supervisor's on-site office ;
The recipient designated by the supervisor is: Director       .
1.10 Transportation
1.10.1 Rights of access to the site
Agreement on the right to enter and exit the site: The contractor shall inspect the construction site before signing the contract (including the 
site inspection stage when bidding), and reasonably foresee the ways, means, and paths required for entering and exiting the construction site for the 
construction of the project based on the scale and technical parameters of the project. The contractor shall bear the increased costs and (or) delayed 
construction period due to the contractor's failure to reasonably foresee .
1.10.3 On-site traffic
Agreement on the boundary between off-site traffic and on-site traffic: The contractor shall inspect the off-site traffic conditions on his own. 
If the off-site traffic facilities cannot meet the needs of the project construction, the contractor shall be responsible for improving them, and the 
relevant costs shall be considered in the bid quotation .
Regarding the agreement that the contractor shall provide the contractor with on-site roads and transportation facilities free of charge to meet 
the needs of the project construction: the contractor shall consider it on his own .  
1.10.4 Transportation of oversized and overweight items
The temporary reinforcement and reconstruction costs of roads and bridges required for transporting oversized or overweight items and other 
related costs shall be borne by contractor bear.
1.11 Intellectual Property
1.11.1 Ownership of the copyright of the drawings provided by the employer to the contractor, the technical specifications prepared by the 
employer or commissioned by the employer for the implementation of the project, and the documents reflecting the contractor's contract 
requirements or other documents of similar nature: the Employer   .
Requirements on the use restrictions of the above documents provided by the contractor: Construction Period   .
1.11.2 Ownership of the copyright of the documents prepared by the contractor for the implementation of the project: the Employer .
Requirements for restrictions on the use of the above documents provided by the contractor: None   .
 
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1.11.4 The Contractor shall bear the royalties for the use of patents, proprietary technologies and technical secrets used in the construction 
process: .
1.13 Correction of errors in the bill of quantities
Should the contract price be adjusted when there are errors in the bill of quantities or the description of the bill is unclear: During settlement, 
the total contract price will be adjusted based on the actual workload of the confirmed completion drawings.   .
The scope of deviation of the engineering quantity within which the contract price is allowed to be adjusted: Adjusted according to the actual 
workload of the confirmed completion drawings  .
2. Employer
2.1 The parties agree that the employer shall do other work:
① The employer shall notify the contractor in writing to rectify any violation of the terms and conditions of this contract or relevant national 
regulations during the performance of the contract. If the contractor still fails to comply with the written notice within 5 days after the issuance of 
the written notice, the employer shall have the right to directly invite others to perform any work required by the written notice. The employer may 
claim all expenses incurred by such invitation and related losses of the employer from the contractor or deduct them from the amount payable or
due to the contractor under this contract .
② When the employer notifies the contractor in writing of matters related to the project, if the contractor requires the employer to indicate in 
writing the clause basis of the relevant matters in the notice, the employer shall immediately comply with such request (unless both parties have 
previously requested the other party in writing to appoint an arbitrator to conduct arbitration to determine whether the contractor’s behavior referred 
to by the employer violates the contract documents or relevant national regulations). If the clause basis is true, the contractor shall immediately 
confirm and comply in writing .
③ The notice of the contractor must be issued in written form, and the notice shall be stamped with the official seal of the contractor's 
infrastructure department or the official seal of the contractor whose effectiveness is not less than that of the infrastructure department. The 
contractor shall make a written request for confirmation from the contractor (stamped with the contractor's official seal) within 3 days after 
receiving the notice. If the contractor does not raise any written objection within 3 days after receiving the contractor's request for confirmation, the 
notice shall take effect at the end of the 3-day period.
A. If the employer first issues an oral notice due to time urgency and then confirms it in writing (not exceeding 3 days), the contractor is not 
required to make a request for confirmation based on the oral notice, and the effective date of the employer's notice shall be calculated from the date 
of receipt by the contractor .
B. The employer has only given oral notice, and the contractor has complied with the oral notice before receiving any written notice. The 
employer must confirm it in writing within 3 days, and the written notice shall take effect from the date of issuance.
2.2 Employer’s Representative
Employer's Representative:
surname    name: Tian Peihua     ;
ID Number :         ;
Occupation    Duties: Project leader ;
Contact number: [***] ;
 
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email: / ;
contact address:                         .
The scope of authorization of the employer to the employer's representative is as follows: Responsible for the overall organization and 
coordination of on-site construction, as well as engineering changes, confirmation of on-site visas and other construction-related work .
2.4 Provision of construction site, construction conditions and basic information
2.4.1 Provide construction site
Regarding the deadline for the employer to hand over the construction site: Negotiate separately according to the construction site conditions  
.
2.4.2 Provide construction conditions
The employer shall be responsible for providing the conditions required for construction, including: Negotiate separately      .
2.5 Proof of source of funds and payment guarantee
The deadline for the employer to provide proof of source of funds:    None     .
Does the employer provide payment guarantee:    No      .
The form of payment guarantee provided by the employer:  None     .
3. Contractor
3.1 General Obligations of the Contractor
( 9 ) Contents of the completion documents submitted by the contractor: completion documents and completion drawings that comply with 
the binding standards specified by the Shangrao City Urban Construction Archives of Jiangxi Province .
Number of sets of completion documents that the contractor needs to submit: 4 sets of completion data (including various test reports, etc.) 
and completion drawings (one set must be original) and one set of electronic documents .
Costs of completion documents submitted by the contractor: Contractor ( the relevant testing fees required to be paid by the documents of 
Shangrao City, Jiangxi Province shall be borne by each party in accordance with national regulations )  .
Handover time of completion documents submitted by the contractor: After the project is completed and the self-inspection is passed, the 
contractor is ready to submit the acceptance report. 7 handover within days .
Requirements for the completion documents submitted by the contractor:  4 sets of written materials and 1 set of electronic documents  .
Requirements for office and living houses and facilities provided to the contractor: One on-site office room shall be provided free of charge 
to the contractor, supervision unit, investment supervision unit ( if any ) and project management unit ( if any ), and each room shall be equipped 
with office furniture, air conditioners and other necessary office equipment.
( 10 ) Other obligations that the contractor shall perform:
a) After signing this contract, the contractor shall cooperate with the employer to promptly complete all necessary construction procedures 
(including safety supervision, city appearance, fire protection, sanitation, etc.) with the relevant local government departments, carry out the work 
continuously and unremittingly, and 
 
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accept supervision and inspection by the employer, the Project Management Unit ( if any ) and the Supervision Unit;
b) Provide and maintain lighting and fencing facilities for night and non-night construction according to the needs of the project. Responsible 
for the safety of all personnel on the construction site during the entire process of project construction, completion and warranty. Except for injuries 
and deaths caused by intentional or gross negligence of the employer, engineers or employees, the employer shall not be liable for compensation or 
compensation for injuries and deaths of workers or other personnel employed by the contractor and its subcontractors;
c) Comply with the management regulations of the relevant competent departments of the local government on construction site traffic, 
construction noise, protection and safety production, etc., go through the relevant procedures as required, bear the corresponding expenses and bear 
the fines caused by the contractor's responsibility;
d) Before the completed project is delivered to the employer, the contractor shall be responsible for the protection of the completed project 
(including all completed projects or finished objects or equipment and facilities of the subcontractor). If any damage occurs during the protection 
period, the contractor shall repair it at its own expense;
e) Ensure that the construction site is clean and in compliance with the relevant regulations on environmental sanitation management, and be 
responsible for cleaning up the construction waste or domestic garbage placed at the designated location by the subcontractor. Clean up the site 
before handing over the work until the employer is satisfied. Construction wastewater must be treated on site before being discharged into the city 
sewer, and all wastewater discharge must comply with the local construction site or Jiangxi Province 's relevant wastewater discharge standards;
f) Responsible for providing care and coordination for professional subcontractors and independent subcontractors; handling the relationship 
with units and residents around the construction site, taking all means and measures to eliminate interference or impact on surrounding residents, 
environment, traffic or adjacent facilities, and ensuring completion on schedule;
g) Provide construction management and cooperation to professional subcontractors and independent subcontractors. The contractor's 
construction management and cooperation include (but not limited to): quality, progress, information, acceptance, coordination, site safety, civilized 
public security, etc. The contractor shall provide the following (but not limited to) water, electricity, temporary facilities, finished and semi-finished 
product protection, etc. for all subcontractors. In addition, the facilities and transportation tools provided must be safe and operate efficiently. The 
employer shall not pay any additional expenses incurred thereby. If the contractor does not have the facilities required by the subcontractor, the 
subcontractor shall solve the problem on its own;
h) If the project requires, the contractor shall provide the existing facilities on site to the subcontractor for use, and the employer shall not 
bear any expenses incurred thereby. If the contractor does not have the facilities required by the subcontractor, the subcontractor shall solve the 
problem on his own;
i) If the signing of the subcontract is delayed due to the contractor's fault, the contractor shall bear the responsibility;
 
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j) The contractor is responsible for coordinating and resolving conflicts in pipeline construction before the construction of the integrated 
pipelines of each system within the scope of the contract. If the integrated pipelines of each system are intertwined or collided with each other due 
to the contractor's failure to coordinate and resolve such conflicts in a timely manner, all costs and construction period losses caused shall be borne 
by the contractor;
k) The contractor is responsible for the management of vertical transportation and hoisting machinery within the scope of the contract, and 
shall propose vertical transportation and hoisting plans and construction measures for cross-construction of various projects in the construction 
organization design. If the contractor's vertical transportation and hoisting plan and construction measures are unreasonable, or the contractor fails 
to manage the vertical transportation and hoisting machinery, all expenses and construction period losses caused shall be borne by the contractor;
l) The contractor's construction reaches the conditions for dismantling the external wall scaffolding, and the scaffolding is dismantled with 
the consent of the employer and in accordance with the plan confirmed by the employer. If the employer needs to continue to use the external wall 
scaffolding erected by the contractor, the rental fees incurred during the period shall be borne by the employer.
m) Participate in the review of construction drawings and design disclosure; prepare and implement the "Construction Management 
Guidelines for General Contractors"; manage, coordinate, supervise and review subcontractor construction reports; organize on-site construction; 
prepare construction progress; handle construction technical issues; quality management, safety management and public security management 
during the construction process; standardized and civilized management of the construction site and product protection; construction site 
management; construction material management; liaise with government departments related to construction and implement the laws and 
regulations of government departments; meet the reasonable requirements of the employer within the scope of the contract; collect and compile 
construction technology, quality and other information and documents; collect and compile construction image data; prepare and review completion 
drawings; coordinate and cooperate with construction quality acceptance and evaluation work; prepare construction summaries and engineering 
instructions; return visits and warranty maintenance of the project after delivery; submit the construction management outline of the project to the 
employer within 7 days before the construction of each sub-project; regularly organize and arrange engineering coordination meetings, etc.;
n) The contractor shall bear the legal liability for expenses, liabilities, losses, claims or lawsuits for personal injury or property loss directly or
indirectly caused by the construction within the scope of the contractor during the construction of this project (except for those responsible and 
under circumstances other than the contractor);
o) The contractor shall be fully responsible for the accidents or casualties of its employees. The employer shall not be legally liable for any 
accident or casualty of any person, whether or not such person is employed by the contractor, and the contractor shall indemnify the employer from 
any related claims, demands, litigation, costs, expenses and expenditures. The contractor shall purchase the appropriate insurance and pay the 
relevant fees.
p) The contractor must fully consider the normalized impact of the COVID-19 epidemic on project construction. When bidding, the 
contractor should fully consider the materials and related epidemic prevention measures required for epidemic prevention and control, as well as the 
related costs of machinery downtime 
 
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losses, personnel stagnation, and material price increases caused by the epidemic on project construction. It is assumed that the above-mentioned 
related costs have been fully considered in the bid quotation, and no claims may be made due to increased costs caused by the COVID-19 epidemic.
3.2 Project Manager
3.2.1 Project Manager:
surname    name:         Hu Jibiao         ;
ID number:   [***]  ;
Construction engineer qualification level:     1                   ;
Constructor registration certificate number:      [***]                    ;
Construction engineer professional seal number:                          ;
Safety production assessment certificate number:                    ;
contact number:                                  ;
email / ;
contact address:                                  ;
The scope of authorization granted by the contractor to the project manager is as follows: fully responsible for the organization and 
construction arrangement of on-site construction personnel, materials, and equipment, on-site construction coordination, and handling of all other 
matters related to the project undertaken by the contractor .
Regarding the time requirements for the project manager to be on the construction site each month:     At least 5 days a week  .
Liability for breach of contract by the contractor for not submitting a labor contract and not paying social insurance certificates for the project 
manager: The employer has the right to request the replacement of the project manager, and the increased costs and/or delayed construction period 
shall be borne by the contractor. At the same time, since the contractor failed to ensure that the project manager is permanently stationed at the 
construction site, he shall bear the liability for breach of contract for leaving without authorization in accordance with the following paragraph .
Liability for breach of contract if the project manager leaves the construction site without approval:   The project manager must ensure that he 
is always present at the construction site. If he needs to ask for leave for something, he can leave the construction site only with the permission of 
the contractor. If he leaves without permission, he will be fined RMB 5,000 per time .
3.2.3 Liability for breach of contract by the contractor for changing the project manager without authorization: To ensure the quality of this 
project, the project manager must be in place after winning the bid. The project manager cannot be replaced without the approval of the contractor. 
If the contractor really needs to replace the project manager, it must notify the contractor in writing 14 days in advance and the replacement can 
only be made after the contractor agrees. If the project manager is replaced without the contractor's consent, in addition to In addition to the 
liquidated damages of RMB 100,000 , the contractor reserves the right to terminate the construction contract. .
3.2.4 The contractor’s liability for breach of contract if it refuses to replace the project manager without justifiable reasons: liquidated 
damages of 1% of the total contract amount shall be imposed .
 
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3.3 Contractor Personnel
3.3.1 Deadline for the contractor to submit the report on the arrangement of the project management organization and construction site 
management personnel: within 14 days .
3.3.3 Liability for breach of contract if the contractor refuses to replace the main construction management personnel without justifiable 
reasons:  A penalty of 0.1% of the total contract amount will be imposed and the contractor will no longer be required to approve progress payments 
until the contractor is replaced. .
3.3.4 Approval requirements for the contractor's main construction management personnel to leave the construction site: must be approved by 
the project manager  .
3.3.5 Liability for breach of contract if the contractor replaces the main construction management personnel without authorization:  The 
contractor has the right to impose RMB50,000 liquidated damages Reserve the right to terminate the construction contract   .
The contractor’s main construction management personnel’s liability for breach of contract if they leave the construction site without 
authorization: a penalty of RMB 2,000 per day .
3.5 Subcontracting
3.5.1 General provisions on subcontracting
from subcontracting include:   .
Scope of main structure and key work: / .
3.5.2 Determination of Subcontracting
Specialized projects that are allowed to be subcontracted include: Same as the general terms, all subcontracts must be approved in writing by 
the contractor.
Other agreements on subcontracting: The contractor is not allowed to subcontract or illegally subcontract under any name for this project. If 
the contractor subcontracts the project or subcontracts it without the consent of the contractor or illegally subcontracts it, the contractor has the right 
to order it to leave the project and the contractor shall pay the contractor a liquidated damages of RMB 200,000 per time. The contractor has the 
right to unilaterally cancel the contractor's qualification to win the bid and terminate the relevant contract. The contractor shall bear the resulting 
responsibilities and losses caused to the contractor. At the same time, the contractor agrees to unconditionally compensate the contractor for the 
losses caused by this.
3.5.4 Subcontract Price
Agreement on the payment of the subcontract price: The contractor shall pay the subcontractor according to the payment method of the 
subcontract.   .
3.6 Project supervision and protection of finished and semi-finished products
The start time when the contractor is responsible for taking care of the project and the materials and equipment related to the project is:   
After the relevant materials and equipment are brought in, the property is handed over and taken over.   .
3.7 Performance Guarantee
Whether the contractor provides performance guarantee:    yes    .
The form, amount and term of the performance guarantee provided by the contractor: Within 15 days after the contract is signed , the original 
copy of the insurance bond and performance bond issued by the contractor shall be provided , with the amount being 10% of the total contract price 
. If the successful bidder fails to provide a valid performance bond in accordance with the above provisions, the tendering unit has the 
 
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right to determine other successful bidders as the successful bidders, or to re-tender. The performance bond is valid until 28 days after the project is 
completed and accepted and meets the project quality standards specified in the agreement.
4. Supervisor
4.1 General provisions for supervisors
About the supervision content of the supervisor:  Complete all work contents within the scope of the construction drawings of this project, 
including the work contents implemented by the contractor (including the contractor's subcontracts) and the engineering contents implemented by 
the professional contractor  .
Regarding the supervisor’s supervisory authority:   Perform on-site supervision obligations in accordance with the provisions of the 
supervision contract  . 
Agreement on the provision of office space and living quarters for the supervisor at the construction site and the payment of expenses: The 
supervisor's office and living quarters at the construction site shall be provided and paid for by the contractor, and the supervisor shall be 
responsible for the management expenses of the relevant personnel.  .
4.2 Supervisors
Chief Supervisor Engineer:
surname    name:          ;
Occupation    Service:            ;
Supervision Engineer Qualification Certificate Number:             ;
contact number:                ;
email:                ;
contact address:                         ;
Other agreements regarding the supervisor: see the supervision contract for this project.
4.4 Agreed or determined
When the Employer and the Contractor cannot reach an agreement through negotiation, the Employer authorizes the Supervisor to determine 
the following matters :
5. Project quality
5.1 Quality requirements
5.1.1 Special quality standards and requirements:  The project quality reaches the one-time acceptance (including the supervision, the 
contractor's random inspection and the quality supervision department's acceptance) . If the construction quality does not meet the above 
commitment, the liquidated damages will be calculated based on the total settlement price (including the contractor's self-construction part and the 
professional subcontracted construction part) according to the percentage of the bid commitment, and the liquidated damages ratio is 2% .
5.3 Hidden Project Inspection
5.3.2 Agreement on the deadline for the contractor to notify the supervisor in advance of the hidden works inspection : twenty four Hour  .
If the supervisor cannot conduct the inspection on time, 12 Hours to submit a written request for extension.
The maximum extension period is: 48 hours.
 
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6. Safe and civilized construction and environmental protection
6.1 Safe and civilized construction
6.1.1 Agreement on project safety production targets and related matters: In addition to the general terms, the safety construction of this 
project shall also be carried out in accordance with the Jiangxi Shangrao City Construction Project Contracting Safety Management Agreement or 
requirements in the contract annex . Among them, safety protection shall also be implemented in accordance with the Jiangxi Shangrao City 
Construction Project Safety Protection and Civilized Construction Measures Cost Management Interim Regulations, and the safety protection 
measures fee shall be used by the contractor. .
6.1.4 Special Agreement on Public Security Protection: Same as general terms  .
Agreement on the preparation of a construction site security management plan: Same as general terms .
6.1.5 Civilized construction
Requirements of the contracting parties for civilized construction:   The general contractor shall ensure that the construction site is fully 
enclosed, and construction safety shall be the responsibility of a full-time certified safety officer.  .
6.1.6 Agreement on the payment ratio and payment period of safe and civilized construction fees: Same as general terms     .
6.1.7 Agreement on the payment ratio and payment period of safety and civilized construction fees: Prepay the total amount of safety and 
civilized construction fees to the contractor (this fee is already included in the advance payment).
7. Construction period and progress
7.1 Construction organization design
7.1.1 Other contents of the construction organization design agreed upon by the parties to the contract should include: Construction general 
contracting management and service plan, project risk analysis and response plan    .
7.1.2 Submission and modification of construction organization design
Agreement on the deadline for the contractor to submit detailed construction organization design:   No later than 14 days before the official 
start of construction  .
The deadline for the employer and the supervisor to confirm or put forward modification opinions after receiving the detailed construction 
organization design:  Within 10 days after receiving the written text of the construction organization design  .
7.2 Construction schedule
7.2.2 Revision of construction schedule
The deadline for the Employer and the Supervisor to confirm or put forward modification opinions after receiving the revised construction 
schedule:   Executed under general terms  .
7.3 Start of construction
7.3.1 Preparation for construction
Regarding the deadline for contractors to submit project commencement report forms: Executed under general terms  .
Other preparatory work to be completed by the Client and the deadlines: Executed under general terms  .
 
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Other preparatory work to be completed by the contractor and the deadlines: Executed under general terms .
7.3.2 Notice of commencement of work
If the supervisor fails to issue the commencement notice within 90 days from the planned commencement date due to the employer's reasons, 
the contractor has the right to request a price adjustment or terminate the contract.
7.4 Measurement and layout
7.4.1 The deadline for the Client to provide the Contractor with the measurement benchmark points, baselines and leveling points and their 
written materials through the Supervisor is: To be determined by the contractor  .
7.5 Construction Delay
7.5.1 Delay in construction period due to the contractor's fault
( 7 ) Other circumstances where the construction period is delayed due to the contractor's fault: / .
7.5.2 Delay in construction period due to the contractor's fault
If the construction period is delayed due to the contractor's reasons, the calculation method of liquidated damages for overdue completion is 
as follows: For each day of delay in the construction period, a penalty of 0.01 % of the contract price will be imposed .  .
The upper limit of liquidated damages for delayed completion due to the contractor’s reasons is: The upper limit of liquidated damages for 
delay in construction period shall not exceed the total contract price. 3 % . .
Other circumstances where both parties agree that the construction period will be extended:
In the following circumstances, the contractor shall submit a report on the delay to the employer within 7 days. The employer shall reply in writing 
within 7 days after receiving the report submitted by the contractor to confirm or not confirm, or require the contractor to provide further 
information. If the employer fails to reply in writing after the deadline, the contractor may regard the submitted report as confirmed by the 
employer, but the contractor shall still take positive measures to protect the finished products of the completed project .
(1) Fire, flooding, explosion, etc. caused by reasons other than the contractor;
(2) 12 hours due to reasons not attributable to the contractor ;
(3) Factors that are unforeseeable by both parties and do have a serious impact on the construction period, such as underground obstacles, 
greening transplantation and cultural relics treatment, but the removal of general obstacles should not affect the construction period;
(4) The project is suspended or delayed in accordance with national policies and government regulations;
(5) Force majeure;
(6) Other circumstances stipulated in the contract where the employer agrees to extend the construction period.
If the construction period is delayed due to major design changes and is actually proved to be necessary, the Employer and the Contractor 
shall negotiate on a fair basis. After both parties reach an agreement, the Employer shall give the Contractor a written notice of the additional 
construction period (calendar days).
7.6 Unfavorable Material Conditions
Other circumstances and related agreements of adverse material conditions:   Same as general terms     .
 
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7.7 Abnormally severe weather conditions
The Employer and the Contractor agree that the following situations shall be regarded as abnormally severe weather conditions :
7.9 Early Completion Bonus
7.9.1 Rewards for Early Completion: Same as general terms .
7.9.2 The contractor's proposal for early completion approved by the employer shall ensure the quality of the project and construction safety, 
and shall go through the formalities for filing the contract change for shortening the construction period. If the shortened construction period 
exceeds 15% (including 15% ) of the original construction period standard, the contractor shall organize experts to evaluate the construction period 
and issue a construction period evaluation report approved by the experts.
8. Materials and Equipment
8.4 Storage and use of materials and engineering equipment
8.4.1 Costs of storage of materials and equipment supplied by the Employer: The Employer does not provide any materials or equipment for 
this project. The Contractor is responsible for the purchase, transportation and storage of all items. The relevant costs have been included in the 
quotation when bidding.
All professional subcontracting projects and equipment outside the scope of this contract shall be tendered by the employer in accordance 
with the law, determine the bidder, and sign a supply contract with the bidder. It shall be installed by a professional contractor, and the contractor 
shall not charge any fees to the employer and the bidders for materials and equipment.
8.6 Samples
8.6.1 Submission and sealing of samples
The contractor is required to submit samples of materials or engineering equipment, and the type, name, specification and quantity of the 
samples are as follows: To meet the project requirements , equipment and materials shall be sealed according to the client's requirements and kept 
by the supervision unit.  .
8.8 Construction equipment and temporary facilities
8.8.1 Construction equipment and temporary facilities provided by the contractor
Agreement on the cost of building temporary facilities: This construction site provides temporary land for food and accommodation, and the 
area outside the red line shall not be occupied. The contractor should fully consider the conditions for building temporary facilities when bidding, 
surveying and preparing the construction organization design, and consider the relevant costs in the bid quotation.
9. Testing and Inspection
9.1 Test equipment and test personnel
9.1.2 Test equipment
Test sites that need to be configured at the construction site:       none      . 
Test equipment required at the construction site:         none          .
Other test conditions required at the construction site:  none        .
9.4 On-site process test
Agreements on on-site process tests:    Same as general terms       .
 
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10. Changes
10.1 Scope of Changes
Agreement on the scope of change:
⑴ Changes in project quantities;
⑵ Design changes;
⑶ Technical verification;
⑷ On-site visa;
⑸ As-built drawings and materials.     .
10.4 Changes in valuation
10.4.1 Change of Valuation Principles
Agreement on changes to valuation : Settlement based on actual price* (1-total price reduction rate), the principle of settlement based on 
actual price is the same as the principle agreed in the contract agreement. Complete change procedures must be completed to be included in the 
settlement scope, that is, the project change contact form and project certification form signed and sealed by the construction unit, design unit, 
supervision unit, cost consulting unit, and construction unit must be completed before it can be included in the settlement scope. Only the project 
change contact form will not be used as the basis for settlement. The project contact form and project certification form must be completed at the 
same time to be included in the settlement scope as complete settlement basis materials, otherwise it will not be calculated.
10.5 Contractor’s Rational Proposal
The deadline for the supervisor to review the contractor's rationalization proposal:     none    .
The deadline for the employer to review and approve the contractor's rationalization proposal:     none    .
The method and amount of reward for the contractor's rationalization proposal that reduces the contract price or improves the economic benefits of 
the project are: none .
10.7 Provisional Estimates
none .
10.7.1 Provisional Price Projects that Must Be Tendered According to Law
The confirmation and approval of provisionally estimated projects that must be tendered according to law shall be subject to the The 
provisional price estimate contract shall be signed by the contractor and the successful bidder and shall be submitted to the contractor for record .
10.7.2 Provisionally estimated projects that are not subject to bidding according to law
The confirmation and approval of provisional price projects that are not subject to bidding according to law shall be subject to the / 
Determined in this way.
Method 3 : Provisional price project directly implemented by the contractor
Agreement on provisionally estimated price projects directly implemented by the contractor:   none     .
10.8 Provisional Amount
Agreement between the parties to the contract on the use of the provisional amount:   Used by the contractor    .
 
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11. Price Adjustment
11.1 Adjustments due to market price fluctuations
Whether the contract price should be adjusted due to market price fluctuations:  According to the principles of the contract agreement, no 
adjustment  .
12. Contract Price, Measurement and Payment
12.1 Contract Price Form
(1) Final settlement price = actual settlement total price * (1- 6.8% ) . The above actual settlement total price is the total cost (including tax) 
entrusted by the contractor to the contractor to implement the project.
The calculation basis of the total price is as follows: The calculation of the settlement project quantity is based on the "Construction Project 
Quantity List Pricing Specification" GB50500-2013. The quota is based on the "Jiangxi Province Housing Construction and Decoration 
Engineering Consumption Quota and Unified Base Price Table (2017)", "Jiangxi Province General Installation Engineering Consumption Quota and 
Unified Base Price Table (2017)" and other current budget quotas in Shangrao City, Jiangxi Province. The rate uses the current budget quota 
supporting rate of Jiangxi Province. The period involved The inter-rate rates are all implemented according to the lower limit. The unit price of 
materials shall be calculated according to the material information price or market price of Wuyuan County, Shangrao City, Jiangxi Province in 
April 2023. If there is no material information price in Wuyuan County , it shall be calculated according to the material information price of 
Shangrao City in April 2023. There is no quota reference sub-item, no document-specified rate, and no information price. The price shall be 
implemented according to the price approved by the tenderer and the full-process cost consulting unit. The unit price of labor shall be calculated 
according to Document No. 5 of Ganjian Price (2020), and the dust fee shall be calculated according to Document No. 7 of Ganjian Price (2019). If 
there are professional subcontracts outside the scope of this contract that require the cooperation of the general contractor, the professional 
subcontract engineering content involving the cooperation of the general contractor shall be calculated at 1.5% of the settlement price of the 
professional subcontract engineering. Whether it needs to be included in the scope of the general contractor's cooperation fee shall be proposed by 
the general contractor, and the general contractor service fee can only be calculated after confirmation by the construction unit.
 
Adjustment method for contract price outside the risk range:  No adjustment  .
12.2 Advance Payment
12.2.1 Payment of Advance Payment
Advance payment ratio or amount: There is no advance payment for this project . Advance payment period : / .
Method of deducting advance payment: / .
Amount of capital):                                (RMB);
              ￥：                            (RMB).
 
12.2.2 Advance Payment Guarantee
Deadline for contractor to submit advance payment security: / .
The advance payment guarantee is in the form of: / .
12.3 Measurement
12.3.1 Measurement principles
 
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Calculation rules for engineering quantities: Specification for Pricing of Construction Project Bill of Quantities ( GB-50500-2013 ) .
12.3.2 Metering cycle
Agreement on measurement cycle:  Within 7 days after the completion of each construction node , the contractor shall submit to the employer 
“ Project payment application ” and" Image Progress Description File" wait .
12.3.3 Measurement of Unit Price Contracts
Agreement on measurement of unit price contracts:   Same as general terms    .
12.3.4 Measurement of Lump Sum Contracts
Agreement on measurement of lump sum contract: / .
12.3.5 Where lump sum contracts adopt payment breakdown table for measurement, whether the measurement is carried out in accordance 
with the provisions of Item 12.3.4 [Measurement of lump sum contracts]: / .
12.3.6 Measurement of other price contracts
Measurement methods and procedures for other price forms: / .
12.4 Progress Payment
12.4.1 Payment Cycle
Agreement on payment cycle:
( 1 ) 1) First phase progress payment node: 30% of the contract amount will be paid when the project construction reaches the 4th floor 
structure capping; 2) Second phase progress payment node: 50% of the contract amount will be paid after the main structure is accepted; 3) Third 
phase progress payment node: 65% of the contract amount will be paid after the project within the scope of the contract is completed and accepted; 
4) Fourth phase progress payment node: 97% of the settlement amount will be paid after the project settlement and price review is completed ; 5 ) 3 
% of the remaining settlement amount will be paid as a quality deposit for one year. After the expiration of the period and if there is no quality 
problem, Party A will pay it without interest. Among them, a special account must be opened for the wages of migrant workers, and the funds must 
be used for specific purposes and cannot be used for other purposes.
(2) Before payment of the project fee at each node, the general contractor shall submit a complete and accurate "Project Payment Application" 
and other valid documents in accordance with the contract, which shall be confirmed in writing by the chief supervisor engineer and submitted to 
the employer for review. The employer shall complete the review within 7 working days from the date of receipt of the above information, confirm 
the completed work volume (if the completed work volume report submitted by the general contractor is untrue or does not meet the quality 
standards agreed in the contract, the employer shall stop paying the project fee and all consequences shall be borne by the general contractor), and 
issue a payment notice to the general contractor. The general contractor shall issue a special value-added tax invoice to the employer in accordance 
with the employer's payment notice, and the employer shall pay the progress payment to the general contractor within 7 working days from the date 
of receipt of the special value-added tax invoice.
(3) If there are any fees paid by the employer on behalf of the contractor during the performance of the contract, equipment and materials 
supplied by Party A, or specialized subcontracted projects, they will be deducted from the general contractor's engineering payment after 
confirmation by both parties. Cost changes 
 
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caused by design changes, on-site visas, etc. during the period will not be taken into account in the payment of progress payments for the time 
being, but will be taken into account uniformly during the final settlement.
(4) For specialized subcontract projects, the contract, pricing method and settlement principles shall be separately confirmed by the client and 
the contractor based on the content and method of the specialized project.
12.4.2 Special Account System for Migrant Workers’ Wages
In the field of engineering construction, a separate account management system is implemented for labor costs and other project funds.
The contractor and the subcontractor shall pay the labor costs in full on a monthly basis. The contractor shall, in accordance with the contract 
agreement, promptly transfer the labor costs to the special account for migrant workers' wages opened by the contractor.
For specific operating methods, please refer to Shanghai Salary Joint Office ( 2018 ) No. 6 .
12.4.3 Preparation of Progress Payment Application
Agreement on the preparation of progress payment application form:   Same as general terms     .
12.4.4 Submission of Progress Payment Application
( 1 ) Agreement on the submission of progress payment application form for unit price contract:  Report by completion node  .
( 2 ) Agreement on submission of progress payment application form for lump sum contract: / .
( 3 ) Agreement on submission of progress payment application form for contracts with other price forms: / .
12.4.5 Review and Payment of Progress Payments
( 1 ) Time limit for the supervisor to review and submit the report to the contractor:   Same as general terms   .
The deadline for the Employer to complete the approval and issue the Progress Payment Certificate:   Same as general terms   .
( 2 ) Time limit for the Contractor to pay progress payments: Same as Special Terms 12.2.1 and 12.4.1 .
The calculation method of liquidated damages for late payment of progress payment by the contractor is as follows: Same as Special 
Provisions 16.1.2 ( 2 )    .
13. Acceptance and engineering commissioning
13.1 Acceptance of Parts and Items of the Project
13.1.2 If the supervisor is unable to conduct acceptance on time, he shall submit a written request for extension 24 hours in advance.
The maximum extension period is: 48 hours.
13.2 Completion Acceptance
13.2.2 Completion acceptance procedures
Agreement on completion acceptance procedures: The contractor shall organize the initial inspection after completion, and organize the final 
inspection after all problems are rectified within one week (including holidays) after the initial inspection. If the rectification is not carried out as 
required after the deadline, the construction period will be delayed by 0.02% of the contract price per day .
 
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    If the project cannot be completed and accepted in time due to reasons other than the contractor, the employer shall first perform subsequent work 
obligations such as payment of the project funds and final settlement.
The calculation method of liquidated damages for the Contractor's failure to organize the completion acceptance and issue the project 
acceptance certificate in accordance with this agreement is the same as the general terms  .
13.2.5 Handover and acceptance of all or part of the project
The deadline for the contractor to hand over the project to the employer:  Same as general terms   .
If the Client fails to accept all or part of the Project as agreed in this Contract, the calculation method of liquidated damages shall be as 
follows: Same as general terms   .
If the contractor fails to hand over the project on time, the penalty for breach of contract shall be calculated as follows: 0.02% of the contract 
price per day  .
13.3 Engineering test run
13.3.1 Commissioning Procedure
Engineering test run content: Same as general terms     .
13.6 Completion and Exit
13.6.1 Completion and exit
The deadline for the contractor to complete the project and leave the site: within 7 days after issuance of the project acceptance certificate .
14. Final settlement
14.1 Application for Completion Settlement
the contractor to submit the application form for completion settlement : Within 28 days after the completion acceptance report of the 
project is approved by the employer , the contractor shall submit complete completion drawings, completion materials and completion settlement 
report to the employer for the employer to conduct completion settlement audit (if the contractor fails to submit the above settlement documents to 
the employer within the prescribed time limit or the submitted settlement documents are incomplete, all consequences shall be borne by the 
contractor). The settlement audit work shall be completed within 60 days from the date when the employer's audit department receives the complete 
settlement documents submitted by the contractor. The contractor shall actively cooperate with the employer in the completion settlement audit 
work. If the settlement audit work of this project is delayed due to the contractor's reasons, all consequences shall be borne by the contractor. If the 
contractor does not confirm or raise any objection within 14 days from the date of receiving the final review result proposed by the employer , it 
shall be deemed that the contractor has recognized the final review result proposed by the employer. .
The final settlement of the project shall be assessed by an appraisal unit commissioned by the employer, and the appraisal fee shall be 
calculated in accordance with the current engineering cost review fee standards in Shanghai: if the review and reduction rate of the final settlement 
of the project is below 5% (including 5% ), the appraisal fee shall be borne by the employer ( already included in the scope of the cost consulting 
contract ); if the review and reduction rate of the final settlement of the project is above 5% , the appraisal fee within 5% shall be borne by the 
employer ( already included in the scope of the cost consulting contract ), and the excess shall be borne by the contractor; if the final settlement of 
the project is increased due to review, the appraisal fee shall be borne by the contractor.
 
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application form for final settlement should include:  Payment according to the contract      .
14.2 Final Settlement Review
the contractor to review and approve the application for final settlement payment:    30 days    .
the Client to complete the final settlement payment:    Same as general terms    .
Regarding the method and procedure for reviewing the objection part of the completion payment certificate:  Government-invested 
construction projects or projects with government investment as the main source shall be implemented in accordance with the national and 
municipal regulations on completion settlement.   .
14.4 Final Settlement
14.4.1 Final Settlement Application
Number of final settlement application forms submitted by the contractor: 3    .
Deadline for the contractor to submit the final settlement application form:    Same as general terms      . 
14.4.2 Final Settlement Certificate and Payment
( 1 ) The deadline for the Employer to complete the review and approval of the Final Settlement Application Form and issue the Final 
Settlement Certificate: Carry out in accordance with the national and municipal regulations on completion settlement .
( 2 ) The deadline for the Contractor to complete payment:    Same as general terms    .
15. Defect liability period and warranty
15.2 Defect Liability Period
Specific duration of the defect liability period: 2 years       .
15.3 Quality Deposit
Agreement on whether to withhold the quality deposit: detain   .
15.3.1 How the Contractor Provides a Quality Guarantee
The quality guarantee deposit is as follows: (2) Ways:
( 1 ) Quality guarantee letter, the guarantee amount is:  /  ; 
( 2 ) 3 % of the project payment ;
( 3 ) Other methods : / .
15.3.2 Withholding of Quality Deposit 
The withholding of the quality deposit shall be carried out in the following manner: (2)  Ways:
( 1 ) Withholding the amount of the project progress payment in installments. In this case, the calculation base of the quality guarantee 
deposit does not include the amount of advance payment, deduction and price adjustment;
( 2 ) Withholding the quality guarantee deposit once and for all at the time of project completion settlement;
( 3 ) Other detention methods :  / .
Supplementary agreement on quality deposit: / .
15.4 Warranty
15.4.1 Warranty Liability
The engineering warranty period is:  Same project quality warranty        .
15.4.3 Repair Notice
 
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Reasonable time for the Contractor to receive the warranty notice and arrive at the project site: If the contractor fails to respond in time 
during the engineering warranty period (the agreed period: 24 hours for major emergency repairs, 72 hours for general repairs, or subject to written 
notice from Party A), the employer has the right to organize emergency repairs and urgent repairs, and the relevant material and labor costs will be 
deducted from the contractor's warranty deposit. At the same time, the contractor shall also bear the corresponding proportion of liquidated 
damages. At the same time, the general contractor must attach this content when signing contracts with all subcontractors.   .
16. Breach of Contract
16.1 Breach of Contract by the Client
16.1.1 Circumstances of breach of contract by the employer
Other circumstances where the contractor breaches the contract: If the Employer fails to pay the engineering fee beyond the payment time 
agreed in the contract and for reasons not attributable to the General Contractor, the General Contractor shall issue a written notice to the Employer 
requesting payment within 10 working days after the Employer exceeds the payment time (if the General Contractor fails to issue a written notice to 
the Employer requesting payment within the time limit, it shall be deemed that the General Contractor recognizes the Employer's delayed payment 
behavior). If the Employer still cannot pay after receiving the written notice from the General Contractor, it may negotiate with the General 
Contractor to resolve the issue. If the two parties fail to reach an agreement through negotiation, they may file a lawsuit with the People's Court of 
the location of the project .
16.1.2 Liability of the Contractor for Breach of Contract
The way and method of calculation of the contractor's liability for breach of contract:
( 1 ) Liability for breach of contract due to failure of the Employer to issue a commencement notice within 7 days before the scheduled 
commencement date:  No liability for breach of contract .
( 2 ) Liability for breach of contract due to failure to pay the contract price as agreed in the contract due to the contractor’s fault: Same as the 
general terms
( 3 ) Liability for breach of contract if the Employer violates the provisions of Clause 10.1 (Scope of Change) ( 2 ) and performs the cancelled 
work on its own or assigns it to others: Same as the General Terms and Conditions .
( 4 ) Liability for breach of contract when the specifications, quantity or quality of materials and engineering equipment provided by the 
Employer do not conform to the contractual agreement, or when the delivery date is delayed or the delivery location is changed due to the 
Employer's fault: Same as general terms .
( 5 ) Liability for breach of contract resulting from suspension of construction due to the contractor’s breach of the contract: Same as the 
general terms and conditions .
( 6 ) Liability for breach of contract where the employer fails to issue a resumption instruction within the agreed period without justifiable 
reasons, thus causing the contractor to be unable to resume work: Same as general terms  .
( 7 ) Others: / .
16.1.3 Termination of the Contract Due to Breach of Contract by the Client
 
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If the Contractor suspends construction for 10 days as agreed in Section 16.1.1 [Breach of Contract by the Employer] and the Employer still 
fails to correct its breach of contract and the purpose of the contract cannot be achieved, the Contractor has the right to terminate the contract.
If the contractor terminates the contract in accordance with the above circumstances, the respective rights and obligations of the contractor and the 
employer shall be as follows:
① The Contractor shall reasonably and appropriately remove or dismantle all temporary facilities, construction machinery, construction tools, 
equipment, materials and goods from the construction site, and require its subcontractors to provide assistance for this purpose. However, the 
Contractor must be careful to prevent any casualties or property losses during the removal or dismantling process, and the Employer shall not bear 
any financial responsibility for this.
② In addition to the engineering payment paid under this Contract before the termination of the Contract, the Client shall pay to the 
Contractor:
A. The total value of the work done up to the release date;
B. The amount of materials or goods ordered and paid by the Contractor specifically for the Project, or the amount of the order that must be 
paid according to the law. When the Employer pays the amount, the materials or goods ordered by the Contractor shall become the property of the 
Employer.
C. When the contract is terminated, the Contractor may also accept and retain all materials or goods that belong to the Employer but have not 
been used for the Project in accordance with this Contract Document until all amounts due to it are paid by the Employer.
16.2 Contractor’s Breach of Contract
16.2.1 Circumstances in which the Contractor breaches the Contract
Other circumstances in which the contractor breaches the contract:
a) If the Contractor replaces the Project Manager or the main technical, safety and quality persons in charge without the permission of the 
Employer, the Employer has the right to require them to revoke the decision; if the Contractor's Project Manager or technical person in charge is not 
competent for the Project, the Employer has the right to require them to be replaced and approved by the Employer. If the Contractor refuses to 
comply with the above requirements of the Employer, the Employer has the right to terminate this Contract.
b) If the contractor fails to keep the construction site clean and tidy due to the contractor's fault, which causes adverse effects to the employer, 
the contractor shall bear all the expenses and losses caused thereby, and pay the employer a liquidated damages of 0.5% of the total contract price; if 
the contractor violates the relevant regulations of Shangrao City, Jiangxi Province or the employer on dust emission, noise control or waste disposal, 
the contractor shall bear all the expenses and losses caused thereby, and pay the employer a liquidated damages of 1/1000 of the total contract price. 
The contractor shall manage the construction site in accordance with the requirements of the city's civilized construction site and strive to create a 
civilized construction site in the city.
c) If the Contractor fails to complete the project control time nodes and final completion time with quality and quantity as stipulated in this 
Contract, or if certain facts cause the Employer to believe that the Contractor is not competent for the Project, the Employer has the right to 
terminate this Contract.
 
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d) If the contractor fails to execute or fails to execute the instructions of the supervisor or the contractor's representative in a timely manner, 
the losses caused to the contractor shall be borne by the contractor. If the above behavior occurs three times repeatedly, the contractor has the right 
to terminate this contract.
e) Ensure that the quality of the project meets the one-time acceptance standard. If the project fails to meet this standard, the contractor shall 
be responsible for rectification until the project passes the acceptance standard, and the resulting costs and fines shall be borne by the contractor.
f) Delays in construction period due to rectification or rework will still be subject to a penalty of 0.1 ‰ of the contract amount for each 
calendar day of delay .
16.2.2 Contractor's liability for breach of contract
The contractor's liability for breach of contract shall be borne and calculated as follows: The contractor shall bear the increased costs and/or 
delayed construction period caused by its breach of contract. The specific execution order is as follows: 1 ) If there is an agreement in the contract, 
supplementary agreement, or on-site management system of the employer, the agreement shall prevail; 2 ) If the contractor has made a promise 
(including a promise in the bidding documents, other written promises, oral promises, etc.), and the employer accepts it, the promise shall prevail; 3 
) If there is no agreement or promise in the above two items, the two parties shall negotiate together.   
16.2.3 Termination of the Contract due to Contractor’s Breach of Contract
Special agreement on termination of contract due to breach of contract by the contractor:   If the Contractor violates any one or more of the 
following, namely:
① Completely interrupting construction work before completion without reasonable cause;
② Failure to properly and diligently manage the construction resulted in serious delays in the construction period;
③ Refuse or neglect to comply with the written notice issued by the Employer requiring the Contractor to dismantle the defective Works or 
remove the non-conforming materials or goods, and such refusal or neglect has a material impact on the Project;    .
The Employer shall bear the cost of the Contractor's continued use of the Contractor's materials, equipment, temporary works, Contractor's 
documents and other documents prepared by or on behalf of the Contractor at the Construction Site in the following manner:  contractor  .
16.2.4 If the Contractor is terminated by the Employer in accordance with the above terms, during the period when the Contract is not 
restored or continued, the rights and obligations of the Employer and the Contractor shall be supplemented by the following in addition to the 
General Terms:
① The Employer may invite other units to continue to complete the Project. The invited units may enter the construction site and use all 
temporary facilities, construction machinery, construction tools, equipment and all materials and goods used for the Project that have been delivered 
and placed at the construction site or turnover site, and may purchase all materials and goods required to continue to complete the Project .
② If requested by the Employer, the Contractor shall transfer to the Employer free of charge any formal order contracts for materials or 
goods signed for the Project and their benefits within 14 days after the termination date, but the Employer shall not make any further transfers. In 
addition, the Employer shall pay the Contractor any outstanding amounts under the above contracts .
 
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③ The Contractor shall remove or dismantle any temporary facilities, construction machinery, construction tools, equipment, materials or 
goods belonging to or rented by it from the Construction Site when the Employer requests termination in writing (but not before). If the Contractor 
fails to comply with the written request within a reasonable period after the Employer issues such written termination request, the Employer may 
remove (but shall not be responsible for any loss or damage) any of the above-mentioned Contractor's property, and the expenses incurred shall be 
charged to the Contractor by the Employer as a debt or deducted by the Employer from the amount payable to the Contractor .
④ After the Employer terminates the Contract, he shall not be bound by any provisions of this Contract and shall not be required to pay any 
sum to the Contractor. The Contractor shall pay the Employer any direct loss caused by the termination of the Contract .
⑶ The contractor must promptly return all documents and materials included in this contract document to the employer .
Special agreement on termination of contract due to breach of contract by the contractor: Before the contract is terminated, the contractor 
shall be responsible for the maintenance of the construction site, and shall be borne by the contractor for any losses caused by poor maintenance .
The cost of the Employer's continued use of the Contractor's materials, equipment, temporary works, Contractor's documents and other 
documents prepared by the Contractor or on its behalf at the Construction Site shall be borne by: the Contractor .
17. Force Majeure 
17.1 Confirmation of Force Majeure
In addition to the force majeure events stipulated in the general contract terms, other circumstances deemed as force majeure are:  Natural 
disasters: including typhoons of level 12 or above in the urban area of the project location for more than 8 hours per week; high temperatures of 
more than 40 °C for 10 consecutive days in the urban area ; low temperatures of less than -8 °C for more than 5 consecutive days in the urban area ; 
rainstorms, hail, and snowstorms that occur once in 50 years (subject to the approval of the meteorological department); tsunamis; rainstorms, hail, 
and snowstorms that occur once in 20 years (subject to the approval of the meteorological department), the fall of UFOs in the sky (affecting 
construction within the construction scope), and other natural disasters that seriously affect construction (the contractor shall submit supporting 
materials to the employer for approval);
(1) Government actions: including government bans or new laws or regulations that have a significant impact on the performance of the contract; 
war, etc.;
(2) Abnormal social events: including coups, rebellions, riots; demonstrations or strikes that seriously affect construction; major infectious epidemic 
disease prevention and control measures (such as SARS); major fires and explosions caused by reasons other than the contractor.
17.4 Termination of the Contract Due to Force Majeure
After the contract is terminated, the contractor shall complete the payment within 14 days after the payment is agreed or determined.
18. Insurance
18.1 Engineering Insurance
Special Agreement on Engineering Insurance:
 
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a) The contractor must purchase accident insurance for its employees, and purchase insurance for all staff and construction machinery and 
equipment on the construction site, and pay the insurance premium. If necessary, the supervisor may require the contractor to provide relevant 
insurance certificates to confirm that the contractor has handled the matter and paid the relevant fees as required. If the contractor does not purchase 
the required insurance, the employer may purchase it on its behalf and deduct all expenses from the payable project payment.
b ) The Contractor must immediately notify the Employer of any claims and provide detailed information in writing .
18.3 Other Insurance
Regarding other insurance agreements:  The quality warranty period shall be calculated from the date of completion and acceptance of the 
project.  .
Should the contractor purchase property insurance for its construction equipment, etc.:   yes  .
18.7 Obligation to notify
Agreement on the obligation to notify when changing the insurance contract:    Same as general terms    .
20. Dispute Resolution
20.3 Dispute Review
Whether the parties to the contract agree to submit the engineering dispute to the dispute review panel for decision: / .  
20.3.1 Determination of the Dispute Review Panel
Determination of members of the dispute review panel: / .
Deadline for selection of dispute reviewer: / .
Dispute Review Panel members' remuneration will be borne by: / .
Agreements on other matters: / .
20.3.2 Decision of the Dispute Review Panel
Agreement between the parties to the contract regarding this item: / .
20.4 Arbitration or Litigation
Any dispute arising from the contract and matters related to the contract shall be resolved in accordance with the following method 2 :
( 1 ) Apply for arbitration to the arbitration commission at the location of the project;
( 2 ) Bring a lawsuit to the people's court in the location of the project.
 
 
 
 
 
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Section 4 Contract Annexes
Appendix 1: Project Quality Warranty
Engineering Quality Warranty
Employer (full name): Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. 
Contractor (full name):                            
The Employer and the Contractor shall, in accordance with the Civil Code of the People's Republic of China , the Construction Law of the 
People's Republic of China and the Regulations on Construction Project Quality Management, agree upon the following through consultation: The 
Wuyuan County Four Seasons Tsinghua Gongda Comprehensive Practice Education Camp Study Dormitory Building Project (full name of the 
project) signed a project quality warranty.
I. Scope and content of project quality warranty
During the quality warranty period, the contractor shall bear the responsibility for project quality warranty in accordance with relevant legal 
provisions and contractual agreements.
The scope of quality warranty includes foundation engineering, main structure engineering, roof waterproofing engineering, waterproofing of
bathrooms, rooms and exterior walls, heating and cooling systems, electrical pipelines, water supply and drainage pipelines, equipment installation 
and decoration engineering, and other items agreed by both parties. The specific warranty content is agreed by both parties as follows: All 
engineering contents within the scope of the contract .
II. Warranty period
According to the "Construction Project Quality Management Regulations" and relevant regulations, the quality warranty period of the project 
is as follows:
1. The foundation engineering and main structure engineering shall meet the reasonable service life stipulated in the design documents;
2. The waterproofing period for roofing projects, bathrooms, rooms and exterior walls with waterproofing requirements is 5 years;
3. The renovation project is 2 years;
4. Electrical pipelines, water supply and drainage pipelines, and equipment installation projects are 2  years;
5. The heating and cooling system has two heating periods and one cooling period;
6. The warranty period for other items is as follows: None .
The quality warranty period shall be calculated from the date of completion and acceptance of the project.
III. Defect Liability Period
The defect liability period for a project is 24 months, and is calculated from the date the project is completed and accepted . Unit projects 
are accepted before the entire project, and the defect liability period for unit projects is calculated from the date the unit projects are accepted and 
accepted.
After the expiration of the defect liability period, the contractor shall return the remaining quality deposit.
IV. Quality warranty responsibility
1. For items that fall within the scope and content of warranty, the contractor shall respond promptly after receiving the warranty notice 
(during the agreed period: 24 hours for major emergency repairs, 72 hours for general repairs, or subject to Party A’s written notice). If the 
contractor fails to send someone to provide warranty service within the agreed period, the employer may entrust others to repair the items.
 
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2. If an emergency accident occurs and emergency repairs are required, the contractor shall arrive at the accident site immediately to carry out 
emergency repairs after receiving the accident notification.
3. For quality problems involving structural safety, they shall be reported immediately to the local construction administrative department and 
relevant departments in accordance with the provisions of the "Construction Project Quality Management Regulations", and safety precautions shall 
be taken. The original designer or a designer with corresponding qualification level shall propose a warranty plan, and the contractor shall 
implement the warranty.
4. After the quality warranty is completed, the contractor shall organize the acceptance.
V. Warranty Cost
The warranty costs shall be borne by the party responsible for the quality defects.
VI. Other project quality warranty matters agreed upon by both parties: / .
The project quality warranty is jointly signed by the employer and the contractor before the project completion acceptance as an annex to the 
construction contract and is valid until the expiration of the warranty period.
 
Contractor: Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. Contractor: 
(Official Seal) (Official Seal)
Legal representative: Legal representative:
Agent : Agent :
Person in charge: Person in charge:
 
Signing date : 2023  Month Day
 
 
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Appendix 2: Integrity Responsibility Letter
Construction Project Integrity Responsibility Letter
Employer (full name): Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. 
Contractor (full name):                            
In order to strengthen the construction of clean government, standardize the behaviors of both the contractor and the contractor in various 
activities of construction projects, prevent the occurrence of illegal and disciplinary violations for the pursuit of improper benefits, and protect the 
legitimate rights and interests of the state, the collective and the parties concerned, this clean government responsibility letter is formulated in 
accordance with the relevant national laws and regulations on engineering construction and relevant provisions on clean government construction.
I. Responsibilities of both parties
1.1 The relevant laws, regulations, policies and regulations of the state on construction projects and the various provisions on clean 
government construction should be strictly observed.
1.2 Strictly implement the construction project contract documents and consciously act in accordance with the contract.
1.3 All activities must adhere to the principles of openness, fairness, justice, integrity and transparency (unless otherwise provided by laws 
and regulations), and must not be carried out to obtain improper benefits, damage the interests of the state, the collective and the other party, or 
violate the rules and regulations of construction project management.
1.4 If it is found that the other party has violated regulations, disciplines or laws in its business activities, it should promptly remind the other 
party. If the circumstances are serious, it should be reported to its superior department or relevant departments such as discipline inspection and 
supervision, and justice.
II. Contractor's Responsibilities
The leaders of the contractor and the staff engaged in the construction project shall abide by the following provisions before, during and after 
the construction of the project:
2.1 You may not ask for or accept kickbacks, gifts, securities, valuables, benefits, thank-you fees, etc. from contractors and related units.
2.2 The contractor and related entities shall not be reimbursed for any expenses that should be paid by the employer or individuals.
2.3 You shall not request, imply or accept the contractor and related units to provide convenience for personal housing decoration, weddings 
and funerals, work arrangements for spouses and children, and overseas travel and tourism.
2.4 You are not allowed to participate in banquets, fitness, entertainment and other activities organized by contractors and related units that 
may affect the impartial performance of official duties.
2.5 The employer shall not introduce the spouse, children or relatives to the contractor and related units or allow them to participate in 
business activities related to the project construction management contract with the employer; the employer shall not require the contractor and
related units to use certain products, materials or equipment for any reason.
III. Contractor's Responsibilities
 
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The contractor shall maintain normal business relations with the contractor, carry out business work in accordance with relevant laws, 
regulations and procedures, strictly implement relevant principles and policies of engineering construction, implement mandatory standards for 
engineering construction, and abide by the following provisions:
3.1 The Contractor shall not ask for, accept or give any gifts, securities, valuables, kickbacks, benefits, thank-you fees, etc. to the Contractor 
and its staff for any reason.
3.2 The contractor and related units shall not be reimbursed for any expenses that should be paid by the other party or individual for any 
reason.
3.3 You shall not accept or imply any convenience for the contractor, related units or individuals in decorating houses, arranging weddings 
and funerals, arranging work for spouse and children, or going abroad or traveling, etc.
3.4 Banquets, fitness, entertainment and other activities that may affect the impartial performance of official duties shall not be organized for 
the contractor, related units or individuals for any reason.
IV. Liability for Breach of Contract
4.1 If the staff of the Contractor violates the first and second articles of this Responsibility Letter, they shall be dealt with in accordance with 
relevant laws and regulations; if they are suspected of committing a crime, they shall be transferred to the judicial authorities for criminal 
prosecution; if they cause economic losses to the Contractor, they shall be compensated.
4.2 If the staff of the contractor violates the first and third articles of this Responsibility Letter, they shall be dealt with in accordance with 
relevant laws and regulations; if they are suspected of committing a crime, they shall be transferred to the judicial authorities for criminal 
prosecution; if they cause economic losses to the contractor, they shall be compensated.
4.3 This Responsibility Letter, as an integral part of the Construction Project Contract, has the same legal effect as the Construction Project 
Contract and shall take effect immediately after being signed by both parties.
V. Validity period of the letter of responsibility
This responsibility letter is valid from the date of signing by both parties until the project is completed and accepted.
VI. Number of copies of the letter of responsibility
This responsibility letter is an annex to the contract, with the same number of copies as the contract and having the same validity.
Employer: Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. Contractor:
(Official Seal)  (Official Seal)
Legal representative: Legal representative:
Authorized agent: Authorized agent:
Person in charge: Person in charge:
Signing date : 2023  Month Day
 
 
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Appendix 3: Production Safety Responsibility Agreement
Production Safety Responsibility Agreement
In order to implement the management requirements of safe production and ensure the smooth progress of the project construction, Party A 
and Party B have agreed to the following agreement after consultation:
1. Before the construction begins, the employer shall submit the necessary construction sites to the contractor and clarify the contractor's 
responsibility area and requirements for safety management. The contractor is responsible for the safety management of the construction site and is 
the responsible unit for safety management of the construction site. The contractor must establish a safety guarantee system and submit relevant 
documents to the employer for record.
2. The Employer should actively organize and urge the contractor to carry out safety compliance activities, promptly convey and deploy the 
relevant safety production spirit and requirements of the superior, regularly listen to the contractor's opinions and requirements, and strengthen the 
guidance and coordination of safety production.
3. The employer is responsible for organizing inspections of the contractor's safe and standardized operations and civilized construction 
conditions, and organizing regular assessments; contractors and relevant personnel who have made outstanding contributions or outstanding 
achievements in production safety should be given commendations and materials. award. If the contractor and relevant personnel violate 
regulations, illegal behaviors and existing problems, and do not actively cooperate in safety production, civilized and other excellence-enhancing 
standard activities, the contractor has the right to stop education, order them to make rectifications within a time limit, and punish the responsible 
unit every time Penalties range from RMB500 to RMB5,000. For those who fail to make rectifications within the required time limit or fail to make 
rectifications and the circumstances are serious, the responsible unit will be fined RMB10,000 to RMB50,000 each time.
4. If a production accident or major casualties occur on the construction site, the contractor shall send personnel to participate in the 
investigation and handling by the labor administrative department and the judicial organ. The contractor may, according to the consequences and 
impact caused, impose a one-time economic penalty on the responsible unit for breach of contract. The economic penalty for breach of contract 
shall be deducted in accordance with the "Implementation Rules for Safety Deposit of Contracted Projects" (see attachment). The economic losses 
caused by the accident and the joint economic losses caused to the contractor by the contractor's responsibility shall be borne by the contractor.
5. The contractor must strictly implement the laws and regulations on production safety issued by the state and the city, and strictly follow the 
requirements of the Ministry of Construction of the People's Republic of China (Jianbiao (99) No. 79 "Notice on the Issuance of the Industry 
Standard "Construction Safety Inspection Standard"" (No. JGJ59-99) to strengthen internal safety management, implement various safety protection 
measures, and ensure that no major casualties occur during project construction.
6. The contractor shall prepare a construction organization design and construction plan in accordance with the safety operation specifications 
based on the characteristics, nature, scale and construction site conditions of the project, formulate and organize the implementation of various 
construction safety technical measures, and conduct safety and technical briefings to all construction personnel, and strictly carry out construction in 
accordance with the construction organization design and relevant safety requirements.
 
100

 
7. After entering the construction site, the contractor shall clearly identify the first person responsible for safety production at the construction 
site, and assign full-time safety management personnel according to the requirements of Document No. 10 of the General Office of the Ministry of 
Construction in 2000. That is, construction sites with more than 50 construction workers must be assigned full-time safety management personnel; 
construction sites with a construction cost of more than RBM10 million must be assigned 2 to 3 safety production management staff; construction 
sites with a construction cost of more than RMB50 million must set up full-time safety officers according to their professions, and form a safety 
management group to be responsible for the safety production management of the construction site. The list shall be submitted to the contractor for 
filing. The contractor shall establish and improve the safety production guarantee system, implement the safety responsibility system at all levels, 
improve various safety production systems (including reward and punishment systems), and be responsible for the safety production management of 
the unit and the construction responsibility area in accordance with the principle of "whoever constructs is responsible".
8. The contractor shall include the safety production work of each subcontractor and external personnel in the scope of unified management 
of the unit, make clear requirements, and sign a management agreement; strengthen the publicity and education of safe operation, civilized 
construction and self-protection for all construction personnel; do a good job in pre-job safety training, and special workers must be certified before 
taking up their posts; special workers from other provinces and cities who enter the city for construction must also undergo certification education at 
the relevant special operation assessment station in the city, and internship and training personnel are prohibited from working on site. Strictly 
implement various safety operating procedures to ensure construction safety.
9. The contractor must strengthen daily safety inspections in the construction responsibility area in accordance with the principle of "self-
inspection of safety, self-correction of hidden dangers, and self-responsibility", promptly stop and deal with all kinds of illegal acts, and promptly 
implement rectification measures for hidden dangers found to eliminate them.
10. The contractor shall proactively accept the contractor's professional guidance, inspection and supervision on work safety, obey 
management, actively implement and participate in the contractor's work arrangements and organized activities, and request a review if he has any 
objection to the economic treatment given by the contractor for breach of contract. He has the right to report and request handling for the 
contractor's staff's illegal acts of abusing their power for personal gain, fraud, and intentional obstruction.
11. If a safety accident or casualties occur due to the contractor's negligence in management and illegal operations, the contractor should 
actively rescue the injured and protect the scene, and at the same time, report the safety accident to the employer and the local labor administrative
department in strict accordance with the prescribed time limit, and shall not delay or conceal the report.
12. For the relevant clauses not mentioned in this agreement, Party A and Party B may negotiate and supplement and modify them as needed. 
If there are any inconsistencies with the relevant laws and regulations of the country and the city, they shall be implemented in accordance with the 
relevant laws and regulations of the country and the city.
13. The contractor should accept the supervision, inspection and guidance of the security department of the contracting party and actively 
implement the rectification instructions issued by the security department of the contracting party.
 
101

 
14. This Agreement, as an annex to the engineering contract between Party A and Party B, shall come into effect after the signing of the 
engineering contract and shall have the same legal effect as the engineering contract. This Agreement shall terminate upon the expiration of the 
engineering contract.
Employer: Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. Contractor:
(Official Seal) (Official Seal)
Legal representative: Legal representative:
Authorized agent: Authorized agent:
Person in charge: Person in charge:
Signing date : 2023  Month Day
 
 
102

 
Appendix 4: Civilized Construction Responsibility Agreement
Civilized Construction Responsibility Agreement
In order to implement the "Construction Site Management Regulations for Construction Projects" and the " Interim Regulations on Civilized 
Construction Management for Construction Projects in Jiangxi Province " of the Ministry of Construction, and earnestly carry out civilized 
construction within the construction area of the project, Party A and Party B have agreed through consultation to clarify their respective 
responsibilities in civilized construction and civilized construction management, and have signed the following agreement.
1. Both parties agree that in project management and construction, we must adhere to the principle of social benefits first, economic benefits 
and social benefits being consistent, "convenient for people's lives, conducive to the development of production, and protection of the ecological 
environment", and adhere to the purpose of convenience, benefit and service for the people. Carry out civilized construction in project construction.
2. Both parties shall conscientiously implement the principle of civilized construction of "the contractor is responsible, the construction unit 
implements, and the local government supervises". The contractor's project management team will take the lead on site to establish a civilized 
construction management team with the participation of the three parties, responsible for daily management and coordination, and strive to create a 
civilized construction site. The contractor shall organize, guide, inspect, assess, and carry out selection and evaluation work in accordance with the 
city's regulations on creating civilized construction sites, and the implementation of the creation activities shall be the responsibility of the 
contractor.
3. The contractor shall formulate various civilized construction measures in its construction outline in light of the actual conditions of the 
project and implement the following relevant requirements:
(1) Construction nameplates must be set up at the construction site in accordance with regulations, and all construction management and 
operating personnel must wear badges when on duty.
(2) Separation facilities must be set up between the construction area and the non-construction area in accordance with regulations, and they 
must be continuous, stable, clean, beautiful and have smooth lines. If the enclosure facilities in the construction area are damaged, they must be 
repaired in time.
(3) The road sections under construction should have lanes and sidewalks wide enough for vehicles to pass through, as well as safe paths for 
residents along the street. Traffic signs (plates) should be set up at all intersections of the construction roads in accordance with regulations, and 
warning lights and lighting should be set up at night to facilitate the passage of vehicles and pedestrians. In case of typhoons or rainstorms, people 
should be assigned to be on duty to ensure safety.
(4) Practical temporary drainage and flood prevention measures must be implemented during construction. Discharge into the passageway is 
prohibited, and muddy water and cement slurry water are prohibited from being discharged directly into the sewer without sedimentation.
(5) The layout of the construction site should be reasonable, and all kinds of materials, equipment, prefabricated components (including 
earthwork) should be stacked in an orderly manner without encroaching on the roadway or sidewalk. During construction, the protection of various 
pipelines should be strengthened.
(6) Effective measures must be taken during construction to prevent debris from spilling, mud and wastewater from overflowing, control dust 
flying, reduce pollution to the city's environment caused by construction, and strictly control noise.
 
103

 
(7) In order to cooperate with the implementation of the national and Jiangxi provincial requirements for environmental protection and 
pollution reduction, the contractor must entrust the government environmental protection supervision department to conduct a test on noise, dust 
and wastewater during the construction process from May to August each year, issue a corresponding test report, and submit it to the contractor for 
filing.
(8) If it is found that the contractor has not carried out the above-mentioned environmental protection test work, such test work shall be 
handled by the contractor and the cost shall be borne by the contractor at double the cost.
4. The contractor shall be responsible for the environmental sanitation of the construction area and living area, establish and improve relevant
rules and regulations, and implement the responsibility system. Ensure that the "five small" living facilities are complete and meet the requirements 
of the regulations.
5. The Employer shall provide regular guidance to the contractor in carrying out the work of creating a civilized construction site, organize 
regular inspections, and promptly notify the contractor to make corrections to any problems it has. The employer shall also have the right to impose 
a fine of RMB 500 to RMB 5,000 on the responsible unit each time for breach of contract and take enhanced rectification measures. For those who 
fail to make corrections within the required time limit or make ineffective corrections, and where the circumstances are serious, the responsible unit 
shall be fined RMB 10,000 to RMB 50,000 each time. The costs incurred for rectification shall be deducted from the security deposit, with a 
maximum limit of RMB 100,000.
6. The contractor shall be borne by any economic penalties imposed on him due to his violation of civilized construction management 
requirements and his being discovered by relevant departments of the local government, as well as any economic losses suffered by the employer as 
a result.
7. This Agreement, as an annex to the engineering contract between Party A and Party B, shall come into effect after the engineering contract 
is formally signed and shall have the same legal effect as the engineering contract. This Agreement shall terminate upon the expiration of the 
engineering contract.
 
Employer: Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. Contractor: 
(Official Seal)                           (Official Seal)
Legal representative:     Legal representative:
Agent:     Agent:
Person in charge:     Person in charge:
 
Signing date : 2023  Month Day
 
 
 
 
 
Appendix 5: Public Security and Fire Prevention Responsibility Agreement
Public security and fire prevention responsibility agreement
 
104

 
In order to effectively improve the public security and fire prevention work during the construction project and ensure the public security 
stability and fire safety of the construction site, according to the provisions of the " Regulations on Social Security Prevention Responsibilities of 
Jiangxi Province ", after consultation between Party A and Party B, the rights and obligations of both parties in public security prevention and fire 
safety are clarified:
I. Rights and obligations of the employer
1. When signing a construction contract with a contractor, the employer shall hand over the contractor's written version of the "Construction 
Site Security and Fire Prevention Management Specifications" (attached below) to clarify requirements, implement responsibilities, and strengthen 
guidance.
2. The Employer shall promptly communicate to the Contractor the relevant requirements and information of the superior public security 
departments and superior units on the public security and fire prevention work at the construction site, regularly listen to the Contractor's situation 
and opinions on the public security and fire prevention work, and provide guidance and coordination..
3. The Employer has the right to inspect the implementation of public security and fire prevention work by the Contractor, and has the right 
to educate, stop and order the Contractor's personnel to rectify any violations of regulations and laws and related issues within a time limit, and if 
necessary, give them corresponding economic treatment (RMB500 to RMB1,000 each time) according to the breach of contract.
4. The contractor's illegal acts that the employer has the right to take economic action against include:
(1) Using liquefied gas cylinders or illegally storing flammable and explosive dangerous goods without the approval of the public security 
fire department, but without causing any consequences.
(2) Failure to strictly follow the Company's "Regulations on the Management of Open Flames at Construction Sites" (attached below) in 
conducting open flame operations and no consequences have been caused.
(3) Illegal acts that affect the public security and order of the construction site, such as gang fights, gambling, watching pornographic videos, 
etc., and illegal mixing of men and women in dormitories.
(4) Violation of the “Safety Management Regulations for Electricity Use at Construction Sites” (attached below) in the use of electricity, such
as the use of electric stoves, kerosene stoves, electric blankets, electric irons, and other types of electric heaters with open flames without 
authorization, or the use of high-energy-consuming lamps for heating or baking, or illegal smoking in fire-prohibited areas.
5. If the contractor commits a serious crime or a serious fire accident in its area of responsibility, the public security and judicial departments 
shall investigate and deal with it. However, the contractor may exercise the right to veto the selection of advanced collectives and individuals 
against the contractor or the first responsible person for public security and fire prevention according to the consequences and impact caused. At the 
same time, the contractor may also be subject to a one-time liability breach of contract economic punishment of RMB 2,000 to 50,000.
6. The economic settlement of the contractor's liability breach shall be made by the employer in a written notice to the contractor for 
approval. The settlement fee shall be directly deducted from the contractor's engineering payment.
7. According to the needs of the entire construction site security, if it is necessary to add or hire security guards, the contractor may decide on 
the implementation plan based on the principle of "consultation and 
 
105

 
centralization". The cost shall be shared by the construction units involved according to actual needs, and the contractor shall not shirk the 
responsibility.
II. Rights and Obligations of the Contractor
1. After entering the construction site, the contractor shall promptly and clearly identify the first responsible persons for site security and fire 
prevention, including full-time (part-time) security and fire fighting cadres and the security and protection organization network, and report them in 
writing to the contractor for record.
2. During the construction period, the contractor must abide by and implement the laws and regulations on public security and fire protection 
promulgated by the state and the city, conscientiously implement the "Construction Site Public Security and Fire Protection Management 
Standards" formulated by the contractor, obey management, and be fully responsible for the public security stability and fire safety in the 
responsible area to ensure that no major public security, criminal cases or fire accidents occur.
3. In addition to accepting the leadership of its superior unit, the contractor's public security and fire prevention work should also actively 
accept the business guidance, supervision and inspection of the Jiangxi Urban Rail Transit Public Security Bureau and the contractor. The contractor 
should actively implement the "creation of a public security qualified construction site" and other tasks assigned by the public security organs and 
the contractor. For various hidden dangers found by the public security departments and the contractor during the inspection, rectification should be 
organized or corresponding preventive measures should be taken within the prescribed period to ensure safety.
4. Once a public security, criminal case or fire accident occurs on the construction site, the contractor shall, while actively handling and 
protecting the site, immediately report to the public security department and the contractor and accept investigation and handling. The losses caused 
(including to the contractor) shall be borne by the contractor.
5. If the contractor has any objection to the economic treatment of liability for breach of contract due to illegal behavior, he may file an 
appeal and request a review. If he finds that the contractor's staff has abused their power, engaged in malpractice for personal gain, deliberately 
made things difficult, etc., he has the right to report it to the contractor's leaders or relevant authorities and request a handling.
6. The contractor should accept the supervision, inspection and guidance of the contractor’s security department and actively implement the 
rectification instructions issued by the contractor’s security department.
III. Others
1. For the relevant clauses not mentioned in this agreement, Party A and Party B may negotiate and supplement and modify them as needed. 
If there are any inconsistencies with the relevant laws and regulations of the state and the city, they shall be implemented in accordance with the 
relevant regulations of the state and the city.
2. This Agreement, as an annex to the Project Contract, shall come into effect after the Project Contract is formally signed and shall have the 
same legal effect as the Project Contract. This Agreement shall terminate upon the expiration of the Project Contract.
 
 
employer: Wuyuan County Four Seasons Gongda Study Tour Development Co., Ltd. Contractor: 
(Official Seal)     (Official Seal)
 
106

 
Legal representative: Legal representative:
Authorized agent: Authorized agent:
Person in charge: Person in charge:
 
Signing date : 2023  Month Day
 
 
107

 
Appendix 6: List of main construction management personnel of the contractor
List of main construction management personnel of the contractor
name
Name
Position
job title
Main qualifications, experience and projects 
undertaken
1. Headquarters Staff
Project Director
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
2. On-site personnel
project manager
 
 
 
 
Deputy Project Manager
 
 
 
 
Technical director
 
 
 
 
Cost Management
 
 
 
 
Quality Control
 
 
 
 
Materials Management
 
 
 
 
Program Management
 
 
 
 
Security Management
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: The staffing standards for the project site management organization are not lower than the standard requirements specified in the "Guidelines 
for Staffing Key Positions in Construction Site Project Management Organizations of Construction Enterprises in Jiangxi Province ".
 
 
108

 
Appendix 7: List of main construction management personnel of subcontractors
Table of main construction management personnel of subcontractors
name
Name
Position
job title
Main qualifications, experience and projects 
undertaken
1. Headquarters Staff
Project Director
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
2. On-site personnel
project manager
 
 
 
 
Deputy Project Manager
 
 
 
 
Technical director
 
 
 
 
Cost Management
 
 
 
 
Quality Control
 
 
 
 
Materials Management
 
 
 
 
Program Management
 
 
 
 
Security Management
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Appendix 8: Performance Guarantee
Performance Guarantee
 Wuyuan County Four Seasons Gongda Research and Travel Development Co., Ltd. (Name of employer):
 
Given that             (Name of the employer, hereinafter referred to as the “employer”) and              (Name of Contractor) (hereinafter referred to 
as "Contractor")  YY/MM/DD   (Project Name) Construction and related matters have been agreed upon and jointly signed the "Construction 
Project Construction Contract". We are willing to unconditionally and irrevocably provide you with a joint and several liability guarantee for the 
contractor's performance of the contract signed with you.
1. Guarantee amount in RMB (in capital letters)                  (¥             ).
2. The guarantee is valid from the date when the contract between you and the contractor takes effect (   YY/MM  from the date on which you 
issue or should issue the project acceptance certificate ( YY/MM/DD) until.
3. During the validity period of this guarantee, if the contractor causes economic losses to you due to breach of the obligations stipulated in 
the contract, we will unconditionally pay the compensation within 7 days after receiving your written request for compensation within the guarantee 
amount.
4. When you and the contractor modify the contract as agreed upon in the contract, our obligations under this guarantee will remain 
unchanged.
5. Any dispute arising from this letter of guarantee may be settled through negotiation between the two parties. If the negotiation fails, either 
party may file a claim for        Arbitration by the Arbitration Committee.
6. This letter of guarantee shall take effect on the date when it is signed by the legal representative of our company (or its authorized agent) 
and affixed with the official seal.
 
 
Guarantor:                           (Stamp of the unit)
Legal representative or his authorized agent:               (signature)
Aaddress:                                      
Postal code:                                      
Telephone:                                      
Fax:                                      
 
              YY/MM/DD
 
 
110

 
Appendix 9: Advance Payment Guarantee ( No advance payment for this project )
Advance payment guarantee
 Wuyuan County Four Seasons Gongda Research and Travel Development Co., Ltd. (Name of employer):
 
according to                 (Name of Contractor) (hereinafter referred to as “Contractor”) and             (Name of employer) (hereinafter referred to 
as “employer”)     YY/MM   Signed on                   (Project Name) Construction Project Construction Contract, the contractor submits an advance 
payment guarantee to you in the agreed amount, which means that you are entitled to receive an advance payment of the same amount. We are 
willing to provide a joint and several liability guarantee for the contractor for the advance payment you provide to the contractor.
1. Guarantee amount in RMB (in capital letters)                 (¥             ).
2. The guarantee is valid from the time the advance payment is paid to the contractor until the progress payment certificate issued by you 
indicates that the progress payment has been fully deducted.
3. During the validity period of this letter of guarantee, if the contractor violates the obligations stipulated in the contract and demands to 
recover the advance payment, we will unconditionally pay it within 7 days after receiving your written notice. However, the guaranteed amount of 
this letter of guarantee shall not exceed the amount of the advance payment at any time minus the amount deducted by you in the progress payment 
certificate issued to the contractor in accordance with the contract.
4. When you and the contractor modify the contract as agreed upon in the contract, our obligations under this letter of guarantee remain 
unchanged.
5. Any dispute arising from this letter of guarantee may be settled through negotiation between the two parties. If the negotiation fails, either 
party may file a claim for        Arbitration by the Arbitration Committee.
6. This letter of guarantee shall take effect on the date when it is signed by the legal representative of our company (or its authorized agent) 
and affixed with the official seal.
 
Guarantor:                          (Stamp of the unit)
Legal representative or his authorized agent:            (signature)
Address:                   
Postal code:                   
Telephone:                   
Fax:                   
             YY/MM/DD
 
 
111

 
 
Appendix 10: Payment Guarantee 
Payment Guarantee
             (contractor):
 
Since you, as the contractor, have             (Name of Contractor) (hereinafter referred to as “Contractor”)   YY/MM    Signed on   
(Project Name) Construction Project Construction Contract (hereinafter referred to as the "Main Contract"), upon the request of the Employer, we 
are willing to provide you with the following guarantees in the form of a guarantee for the Employer to fulfill its obligation to pay the construction 
fee as agreed in the Main Contract:
I. Scope and amount of guarantee
1. The scope of our guarantee is the project payment agreed in the main contract.
2. The project payment agreed in the main contract as mentioned in this letter of guarantee refers to the contract price agreed in the main
contract excluding the project quality guarantee deposit.
3. The amount we guarantee is the engineering payment agreed in the main contract.      %, the maximum amount shall not exceed RMB (in 
capital letters:        ).
II. Guarantee Method and Guarantee Period
1. Our guarantee method is: joint and several liability guarantee.
2. The period of our guarantee is: from the date of entry into force of this contract to the date after the payment of the engineering fee agreed 
in the main contract is completed.    Intraday.
3. If you and the contractor agree to change the payment date of the project funds, the guarantee period will be adjusted accordingly based on 
the changed payment date with our written consent.
III. Forms of Assuming Guarantee Liability
The form of our guarantee liability is payment on your behalf. If the contractor fails to pay the project fee to you as agreed in the main 
contract, we will pay on your behalf within the guarantee amount.
IV. Compensation Arrangements
1. If you require us to assume the guarantee liability, you should send us a written claim notice and the evidence that the contractor has not 
paid the engineering fee agreed in the main contract. The claim notice should state the amount of the claim and the account to which the payment 
should be made.
2. If a dispute arises between you and the contractor over the quality of the project and the contractor refuses to pay you for the project, if you 
require us to fulfill our guarantee responsibility and make payment on your behalf, you must provide quality description materials issued by a 
project quality inspection agency that meets the corresponding requirements.
3. We will make unconditional payment within 7 days after receiving your written notice of claim and relevant supporting documents.
V. Release of Guarantee Liability
1. If you do not assert the guarantee liability to us in writing within the guarantee period promised in this letter of guarantee, our guarantee 
liability will be terminated from the day after the expiration of the guarantee period.
 
112

 
2. If the contractor has fulfilled all payment obligations for the project as agreed in the main contract, our guarantee liability will be 
terminated from the day after the expiration of the guarantee period promised in this letter of guarantee.
3. When the amount we pay to you for fulfilling our guarantee obligation in accordance with this letter of guarantee reaches the guaranteed 
amount of this letter of guarantee, our guarantee obligation will be released from the date we pay you (the payment is debited from our account).
4. In accordance with the provisions of laws and regulations or other circumstances that should relieve our guarantee liability, our guarantee 
liability under this letter of guarantee shall also be relieved.
5. After we release our guarantee responsibility, you should  Please return the original copy of this letter of guarantee to us within one working 
day.
VI. Disclaimer
1. If the contractor is unable to perform its obligations due to your breach of contract, we will not bear any guarantee liability.
2. If the contractor is exempted from part or all of its obligations in accordance with the provisions of laws and regulations or other 
agreements between you and the contractor, we will also be exempted from its corresponding guarantee liability.
3. If you and the contractor agree to change the main contract, and if the contractor's responsibilities are increased, which results in an increase 
in our guarantee liability, you must obtain our written consent. Otherwise, we will no longer bear the increased guarantee liability. However, the 
changes agreed upon in Article 10 [Changes] of the main contract are not subject to this clause.
4. If the contractor is unable to perform its obligations due to force majeure, we will not bear any guarantee liability.
VII. Dispute Resolution
Any disputes arising from this letter of guarantee or matters related to this letter of guarantee may be settled through negotiation between the 
two parties. If the negotiation fails, the following provisions shall apply:     Ways to solve:
(1) To  Shanghai   The Arbitration Commission applies for arbitration;
(2) To  Jing'an District, Shanghai  The People's Court filed a lawsuit.
8. Effectiveness of Letter of Guarantee
This letter of guarantee shall come into effect on the date when it is signed by the legal representative of our company (or its authorized agent) 
and stamped with the official seal.
 
 
Guarantor:                                   (stamp)
Legal representative or authorized agent:                   (signature)
address:                                        
Postal code:                                        
Fax:                                      
YY/MM/DD
 
113

Exhibit 4.33
English Translation
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Contract No:　　　　　　　
 
 
 
Wuyuan County Siji Qinghua Gongda Comprehensive Practice Education Camp Research Building and Siji Gongda Reception Center 
Project
 
 
Construction Project Contract
 
 
Section 1 Contract Agreement
 
Employer(full name): Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
Contractor (full name): China Jingye Engineering Technology Co., Ltd.
In accordance with the Civil Code of the People's Republic of China , the Construction Law of the People's Republic of China and relevant 
laws and regulations, and in compliance with the principles of equality, voluntariness, fairness and good faith, the two parties have reached a 
consensus on the construction of the research and study complex building of the Four Seasons Qinghua Gongda Comprehensive Practice Education 
Camp in Wuyuan County and the Four Seasons Gongda Reception Center project and related matters, and have reached the following agreement:
I. Project Overview
1. Project name: Wuyuan County Siji Qinghua Gongda Comprehensive Practice Education Camp Research Building and Siji Gongda 
Reception Center Project .
2. Project location: Qinghua Town, Wuyuan County, Shangrao City, Jiangxi Province
3. Project approval number:2108-361130-04-01-174743 
4. Source of funds: self-raised funds of the enterprise .
5. Project content: Wuyuan County Siji Qinghua Gongda Comprehensive Practice Education Camp Research Building and Siji Gongda 
Reception Center Project. Project Overview: The bidding content of this section is the construction of a new research and study complex building 
and Siji Gongda reception center. The research and study complex building is a new 4-story building with a total construction area of approximately 
6703.41 square meters. Siji Gongda reception center is a new building with 5 floors above ground and 1 floor underground, with a total construction
area of approximately 17939.22 square meters, an above-ground construction area of approximately 14696.64 square meters, and an underground 
 
1

construction area of approximately 3242.58 square meters. The scope of the bidding includes new construction projects such as each single 
structure, building (including facade decoration), water and electricity installation (pre-buried main and branch lines of water supply engineering, 
drainage engineering, and electrical engineering, meeting the rough acceptance standards), fire protection engineering, etc., among which HVAC 
engineering, intelligent engineering, interior fine decoration engineering, and landscaping engineering are not within the scope of this bidding. The 
detailed work content shall refer to the requirements of the client and the construction drawings.
6. Scope of project contracting:
Please refer to the construction drawings for detailed work content .
II. Contract duration
The research and study complex is 150 calendar days. 
Completion Date: December 13, 2023.
Planned duration of Siji Gongda reception center: 180 calendar days. Completion Date: January 12, 2024.
If the total calendar days of the construction period are inconsistent with the construction period days calculated based on the aforementioned 
planned start and completion dates, the completion date shall prevail.
III. Quality Standards
The project quality meets the 100% acceptance rate standard for one-time acceptance (including supervision, random inspection by the 
contractor and acceptance by the quality supervision department). If the project fails to reach 100% acceptance rate for one-time acceptance due to 
the contractor's reasons, the contractor shall pay the contractor a penalty of 2% of the total settlement price (including the contractor's own 
construction part and the professional subcontracted construction part) , and shall also bear the responsibility for rectification of the project quality 
defects.
IV. Contract Price and Contract Price Form	
1. The contract price is:
RMB (in capital letters) 49,178,400 (¥ 49,178,400  ). The above contract price is a provisional contract price. The settlement contract price 
format for this project is: Final settlement price = actual settlement total price * (1- 7% ). The above actual settlement total price is the total cost 
(including tax) entrusted by the contractor to the contractor to implement the project.
The calculation basis of the total price is as follows: The calculation of the settlement project quantity is based on the "Construction Project 
Quantity List Pricing Specification" GB50500-2013. The quota is based on the "Jiangxi Province Housing Construction and Decoration 
Engineering Consumption Quota and Unified Base Price Table (2017)", "Jiangxi Province General Installation Engineering Consumption Quota and 
Unified Base Price Table (2017)" and other current budget quotas in Shangrao City, Jiangxi Province. The rate uses the current budget quota 
supporting rate of Jiangxi Province. The period involved The inter-rate rates are all implemented according to the lower limit. The unit price of 
materials shall be calculated according to the material information price or market price in Wuyuan County, Shangrao City, Jiangxi Province in July 
2023. Materials without material information price in Wuyuan County shall be 
 
2

calculated according to the material information price in Shangrao City in July 2023. Materials without quota reference sub-items, no document-
specified rates, and Materials with no information value.The contractor shall submit a list and quotation of work items to be approved, and the 
approved price shall include the contractor's reasonable management fees and profits.Shall be implemented according to the prices approved by the 
tenderer and the full-process cost consulting unit. The unit price of labor shall be calculated in accordance with Document No. 5 of Gan Jianjia 
(2020), and the dust fee shall be calculated in accordance with Document No. 7 of Gan Jianjia (2019).
 
V. Project Manager
Contractor’s project manager: Tian Liyang , contact information: [***] , email: [***] .
VI. Contract Documents
This agreement together with the following documents constitute the contract documents:
( 1 ) Notice of winning the bid;
( 2 ) The bid letter and its appendices; 
( 3 ) Special contract terms and their annexes;
( 4 ) General contract terms;
( 5 ) Technical standards and requirements;
( 6 ) Drawings;
( 7 ) Priced bill of quantities or budget;
( 8 ) Other contract documents.
All contract-related documents generated during the process of contract conclusion and performance constitute part of the contract 
documents.
The above-mentioned contract documents include the supplements and amendments made by the parties to the contract to the contract 
documents. For documents of the same category, the most recent signed one shall prevail.
VII. Commitment
1. The contractor promises to perform project approval procedures in accordance with legal provisions, raise funds for project construction, 
and pay the contract price in accordance with the time limit and method agreed in the contract.
2. The contractor promises to organize and complete the project construction in accordance with the legal provisions and contractual 
agreements, ensure the quality and safety of the project, not subcontract or illegally subcontract, and bear the corresponding project maintenance 
responsibilities during the defect liability period and warranty period.
3. If the employer and the contractor sign a contract through bidding, both parties understand and promise not to sign any other agreement 
that deviates from the substantive content of the contract for the same project.
VIII. Meaning of terms
The meanings of terms in this Agreement shall be the same as those given in Part 2 General Contract Terms.
 
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IX. Signing Time
This contract sign in July 2023  .
X. Place of signing
This contract    Qinghua Town, Wuyuan County, Shangrao City, Jiangxi Province     Signed.
XI. Supplementary Agreement
For matters not covered in the contract, the parties to the contract shall sign a supplementary agreement separately, which shall be an integral 
part of the contract.
XII. Effectiveness of the Contract
This contract takes effect from  After both parties sign and seal the agreement  .
XIII. Number of Contracts
This contract is in one form ten All of them have the same legal effect. The employer shall hold six shares, and the contractor shall hold four 
shares.
 
 
 
The following is the signature and seal page
    
 
 
 
 
4

Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd.(Official Seal)        
Legal representative:      
Agent:       
Person in charge:       
Telephone:       
Organization Code:      
Address:      
Bank Name:       
Account Number:      
 
 
 
Contractor: China Jingye Engineering Technology Co., Ltd.(Official Seal)
Legal representative:
Agent:
Person in charge:
Tel: [***]
Organization code: 91110108102055141N
Address: No. 33 Xitucheng Road, Haidian District, Beijing
Bank Name: [***]
Account Number: ***
 
 
 
 
5

Section 2 General Contract Terms
 
The "Construction Project Construction Contract (Model Text)" ( GF-2017-0201 ) jointly issued by the Ministry of Housing and Urban-
Rural Development and the State Administration for Industry and Commerce.
 
Section 3 Special Contract Terms
1. General Agreement
1.1 Definition of terms
1.1.1 Contract
1.1.1.10 Other contract documents include: 1. Relevant documents signed by both parties during the construction period; 2. Tender 
documents and annexes (Q&A minutes, supplementary documents to tender documents, bill of quantities); 3. Notice of winning the bid; 4. 
Agreement of this contract; 5. Special terms of this contract; 6. Bid and its annexes; 7. General terms of this contract; 8. Quality warranty; 9. 
Construction drawings and design changes; 10. Supplementary contract; 11. Other written documents agreed upon by both parties; 12. Standards, 
specifications and relevant technical documents.
1.1.2 Contracting Parties and Other Relevant Parties
1.1.2.4 Supervisor:
Name:                                            ;
Qualification category and level:                                      ;
Contact number:                                            ;
Email:                                            ;
Contact address:                                            .
1.1.2.5 Designer:
Name:                                            ;
Qualification category and level:                                      ;
Contact number:                                            ;
Email:                                            ;
Contact address:                                            .
1.1.2.6 Project Management:
Came:                                            ;
Qualification category and level:    / ;
Contact number:                                            ;
Email:                                            ;
Contact address:                                            .
1.1.3 Engineering and Equipment
1.1.3.7 Other places that are part of the construction site include: At the contractor's discretion .
1.1.3.9 Permanent land occupation includes: Land within the site red line .
 
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1.1.3.10 Temporary land occupation includes:  The land within the red line of the site. The temporary land outside the red line is used for 
temporary facilities, and the contractor shall bear the relevant expenses .
1.3 Legal
Other regulatory documents applicable to the contract: Civil Code of the People's Republic of China , Construction Law of the People's 
Republic of China, Regulations on Construction Project Quality Management of the State Council of the People's Republic of China , "Several 
Opinions on Further Standardizing the City's Construction Market and Strengthening the Quality and Safety Management of Construction Projects", 
and other current laws, administrative regulations, departmental regulations, local regulations, and local rules related to the construction of this 
project .
1.4 Standards and specifications
1.4.1 Standards and specifications applicable to the project include: construction drawings and current relevant standards and specifications  .
1.4.2 The names of foreign standards and specifications provided by the Employer: / ;
Number of copies of foreign standards and specifications provided by the Employer: / ;
The names of foreign standards and specifications provided by the Employer: / .
1.4.3 The Employer’s special requirements for the project’s technical standards and functional requirements: / .
1.5 Priority of Contract Documents
The composition and priority of the contract documents are as follows : 1. Construction contract agreement; 2. Notice of winning the bid; 3. 
Tender letter and its appendix; 4. Special contract terms and their annexes; 5. General contract terms; 6. Technical standards and requirements; 7. 
Drawings; 8. Priced bill of quantities or budget; 9. Other contract documents. All documents related to the contract formed during the contract 
conclusion and performance process constitute part of the contract documents. The above-mentioned contract documents include the supplements 
and modifications made by the parties to the contract to the contract documents. For documents of the same type, the latest signed one shall prevail.
1.6 Drawings and Contractor's Documents	
1.6.1 Provision of drawings
The deadline for the Client to provide drawings to the Employer: 14 days before commencement of work;
The number of drawings provided by the Client to the Employer: 1 set of electronic version of the construction drawings and 4 sets of paper 
version of the construction drawings ;
Contents of the drawings provided by the employer to the Employer: a complete set of construction drawings that have passed the review; the 
drawings provided by the employer are only used for the construction of this project, and the contractor shall not use the drawings for other 
purposes .
1.6.4 Contractor's Documents
Documents that need to be provided by the contractor include: construction drawing budget, on-site construction organization design, 
construction plans for each sub-project, project warranty documents, etc. ;
 
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The deadline for the contractor to provide the documents is as follows: the construction drawing budget shall be provided within 30 days 
after the Employer provides the construction drawings ; the on-site construction organization design shall be provided within 14 days before the 
start of the project; and the construction plan for each sub-project shall be provided within 7 days before the start of each sub-project ;
The number of documents provided by the contractor is: construction drawing budget (including one electronic document), on-site 
construction organization design and construction plan for each sub-project in quadruplicate ;
The documents provided by the contractor shall be in the form of: signed and sealed written documents bound into a book ;
The deadline for the contractor to review and approve the Employer’s documents: 10 days .
1.6.5 Preparation of on-site drawings
Agreement on preparation of on-site drawings: The conditions for construction are ready on site .
1.7 Contact
1.7.1 The Employer and the Contractor shall deliver to the other party any written correspondence, including notices, approvals, 
certifications, certificates, instructions, orders, demands, requests, consents, opinions, determinations and decisions related to the Contract within 3 
days.
1.7.2 The place where the employer receives the documents: the employer’s representative office at the construction site ;
The recipient designated by the Employer is: Employer's On-site Project Manager .
The place where the contractor receives the documents: On-site project department ;
The recipient designated by the contractor is: Project Manager (Registered Construction Engineer) .
The place where the supervisor receives the documents: Supervisor's on-site office ;
The recipient designated by the supervisor is: Director       .
1.10 Transportation
1.10.1 Rights of access to the site
Agreement on the right to enter and exit the site: The contractor shall inspect the construction site before signing the contract (including the site 
inspection stage when bidding), and reasonably foresee the ways, means, and paths required for entering and exiting the construction site for the 
construction of the project based on the scale and technical parameters of the project. The contractor shall bear the increased costs and (or) delayed 
construction period due to the contractor's failure to reasonably foresee .
1.10.3 On-site traffic
Agreement on the boundary between off-site traffic and on-site traffic: The contractor shall inspect the off-site traffic conditions on his own. 
If the off-site transportation facilities cannot meet the needs of the project construction, the contractor shall be responsible for improving them and 
the relevant costs shall be considered in the bid quotation .
Regarding the agreement that the Employer shall provide the contractor with on-site roads and transportation facilities free of charge to meet 
the needs of the project construction: the contractor shall consider it on his own .  
 
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1.10.4 Transportation of oversized and overweight items
The temporary reinforcement and reconstruction costs of roads and bridges required for transporting oversized or overweight items and other 
related costs shall be borne by contractor bear.
1.11 Intellectual Property
1.11.1 Ownership of the copyright of the drawings provided by the Employer to the Contractor, the technical specifications prepared by the 
Employer or commissioned by the Employer for the implementation of the Project, and the documents reflecting the Contractor's contract 
requirements or other documents of similar nature: the Employer   .
Requirements on the use restrictions of the above documents provided by the Employer: Construction period   .
1.11.2 Ownership of the copyright of the documents prepared by the contractor for the implementation of the project : the Employer .
Requirements for restrictions on the use of the above documents provided by the contractor: None   .
1.11.4 The Contractor shall bear the royalties for the use of patents, proprietary technologies and technical secrets used in the construction 
process: Contractor undertakes.
1.13 Correction of errors in the bill of quantities
Should the contract price be adjusted when there are errors in the bill of quantities or the description of the bill is unclear? During settlement, 
the total contract price will be adjusted based on the actual workload of the confirmed completion drawings.   .
The scope of deviation of the engineering quantity within which the contract price is allowed to be adjusted: Adjusted according to the actual 
workload of the confirmed completion drawings  .
2. Employer
2.1 The parties agree that the Employer shall do other work:
① The Employer shall notify the Contractor in writing to rectify any violation of the terms and conditions of this Contract or relevant 
national regulations during the performance of the Contract. If the Contractor still fails to comply with the written notice within 5 days after the 
issuance of the written notice, the Employer shall have the right to directly invite others to perform any work required by the written notice. The 
Employer may claim all expenses incurred by such invitation and related losses of the Employer from the Contractor or deduct them from the 
amount payable or due to the Contractor under this Contract .
② When the Employer notifies the Contractor in writing regarding matters related to the Project, if the Contractor requires the Employer to 
indicate in writing the clause basis for the relevant matters in the notice, the Employer shall immediately handle it according to this requirement. If 
the clause basis is true, the Contractor shall immediately confirm and comply with it in writing .
③ The notice of the Employer must be issued in written form, and the notice shall be stamped with the official seal of the Employer's 
infrastructure department or the official seal of the contractor whose effectiveness is not less than that of the infrastructure department. The 
contractor shall make a written 
 
9

request for confirmation from the Employer (stamped with the contractor's official seal) within 3 days after receiving the notice. If the Employer 
does not raise any written objection within 3 days after receiving the contractor's request for confirmation, the notice shall take effect at the end of 
the 3-day period.
If the employer urgently issues a verbal notice to the employer due to time constraints, the contractor shall request confirmation by 
email within 24 hours of receiving the notice. If the employer does not raise any written objection within 48 hours of receiving the 
contractor's request for confirmation, the notice shall take effect upon the expiration of the 48 hour period.
2.2 Employer’s Representative
Employer's Representative:
Name: Mi Guoqiang     ;
ID number: [***];
Occupation    Duties: Project leader ;
contact number: [***] ;
email: [***]  ;
contact address: No.1 Huangcun, Qinghua Town, Wuyuan County, Shangrao City.
The scope of authorization of the Employer to the Employer's Representative is as follows: Responsible for the overall organization and 
coordination of on-site construction, as well as engineering changes, confirmation of on-site visas and other construction-related work .
2.4 Provision of construction site, construction conditions and basic information
2.4.1 Provide construction site
Regarding the deadline for the Employer to hand over the construction site: Negotiate separately according to the construction site conditions  
.
2.4.2 Provide construction conditions
The Employer shall be responsible for providing the conditions required for construction, including: Negotiate separately      .
2.5 Proof of source of funds and payment guarantee
The deadline for the Employer to provide proof of source of funds:    None    .
Does the Employer provide payment guarantee?    No      .
The form of payment guarantee provided by the Employer:  None    .
3. Contractor
3.1 General Obligations of the Contractor
( 9 ) Contents of the completion documents submitted by the contractor: Completion documents and completion drawings that comply with 
the binding standards specified by the Shangrao City Urban Construction Archives of Jiangxi Province .
Number of sets of completion documents that the contractor needs to submit: 4 sets of completion data (including various test reports, etc.) 
and completion drawings (one set must be original) and one set of electronic documents .
 
10

Costs of completion documents submitted by the contractor: Contractor (including relevant testing fees required for documents in Shangrao 
City, Jiangxi Province , etc., which shall be borne by the contractor)  .
Handover time of completion documents submitted by the contractor: The contractor shall hand over the project within 15 days before 
submitting the acceptance report after the project is completed and self-inspection is passed. .
Requirements for the completion documents submitted by the contractor:  4 sets of written materials and 1 set of electronic documents  .
Requirements for office and living houses and facilities provided to the Employer: One on-site office room shall be provided free of charge to 
the Employer, supervision unit, investment supervision unit ( if any ) and project management unit ( if any ), and each room shall be equipped with 
office furniture, air conditioners and other necessary office equipment.
( 10 ) Other obligations that the contractor shall perform:
a) After signing this Contract, the Contractor shall cooperate with the Employer to promptly complete all necessary construction procedures 
(including safety supervision, city appearance, fire protection, sanitation, etc.) with the relevant local government departments, carry out the work 
continuously and unremittingly, and accept supervision and inspection by the Employer, the Project Management Unit ( if any ) and the Supervision 
Unit;
b) Provide and maintain lighting and fencing facilities for night and non-night construction according to the needs of the project. Responsible 
for the safety of all personnel on the construction site during the entire process of project construction, completion and warranty. Except for injuries 
and deaths caused by intentional or gross negligence of the Employer, engineers or employees, the Employer shall not be liable for compensation or 
compensation for injuries and deaths of workers or other personnel employed by the contractor and its subcontractors;
c) Comply with the management regulations of the relevant competent departments of the local government on construction site traffic, 
construction noise, protection and safety production, etc., go through the relevant procedures as required, bear the corresponding expenses and bear 
the fines caused by the contractor's responsibility;
d) Before the completed project is delivered to the Employer, the Contractor shall be responsible for the protection of the completed project 
(including all completed projects or finished objects or equipment and facilities of the Subcontractor). If any damage occurs during the protection 
period, the Contractor shall repair it at its own expense;
e) Ensure that the construction site is clean and in compliance with the relevant regulations on environmental sanitation management, and be 
responsible for cleaning up the construction waste or domestic garbage placed at the designated location by the subcontractor. Clean up the site 
before handing over the work until the Employer is satisfied. Construction wastewater must be treated on site before being discharged into the city 
sewer, and all wastewater discharge must comply with the local construction site or Jiangxi Province 's relevant wastewater discharge standards;
 
11

f) Responsible for providing care and coordination for professional subcontractors and independent subcontractors; handling the relationship 
with units and residents around the construction site, taking all means and measures to eliminate interference or impact on surrounding residents, 
environment, traffic or adjacent facilities, and ensuring completion on schedule;
g) Provide construction management and cooperation to professional subcontractors and independent subcontractors. The contractor's 
construction management and cooperation include (but not limited to): quality, progress, information, acceptance, coordination, site safety, civilized 
public security, etc. The contractor shall provide the following (but not limited to) water, electricity, temporary facilities, finished and semi-finished 
product protection, etc. for all subcontractors. In addition, the facilities and transportation tools provided must be safe and operate efficiently. If the 
contractor does not have the facilities required by the subcontractor, the subcontractor shall solve the problem on his own;
h) If the project requires, the contractor shall provide the existing on-site facilities for use by the subcontractor. The Employer shall not bear 
any expenses arising from this. If the Contractor does not possess the necessary facilities required by the subcontractor, the subcontractor shall 
resolve this matter independently;
i) If the subcontract agreement is delayed due to the Contractor's reasons, the Contractor shall bear the responsibility;
j) The Contractor is responsible for coordinating and resolving conflicts in comprehensive pipeline construction among various systems 
within the contracting scope. If the Contractor fails to timely coordinate and resolve such conflicts, resulting in mutual interference or collisions of 
comprehensive pipelines among various systems, all costs and delays shall be borne by the Contractor;
k) The Contractor is responsible for managing vertical transportation lifting machinery within the contracting scope, and proposing vertical 
transportation lifting plans and construction measures for cross-construction in the construction organization design. If the Contractor's vertical 
transportation lifting plans and construction measures are unreasonable, or if the contractor manages the vertical transportation lifting machinery 
poorly, all costs and delays resulting therefrom shall be borne by the Contractor;
l) The Contractor must obtain the Employer's consent for the dismantling time of exterior wall scaffolding, and dismantle it according to the 
plan confirmed by the Employer. If the Contractor dismantles the scaffolding without authorization according to the plan, all costs and delays 
incurred shall be borne by the Contractor;
m) Participation in construction drawing review and design disclosure; preparation and implement the "Construction Management Guidelines 
for General Contractors"; manage, coordinate, supervise and review subcontractor construction reports; organize on-site construction; prepare 
construction schedules; handle construction technical issues; quality management, safety management and public security management during the 
construction process; standardized and civilized management of construction sites and product protection; construction site management; 
construction material management; liaise with government departments related to construction and implement government department laws and 
regulations; meet the reasonable requirements of the Employer within the scope of the contract; collect and compile construction technology, quality 
and other information and documents; collect and compile 
 
12

construction video materials; prepare and review completion drawings; coordinate and cooperate with construction quality acceptance and 
assessment work; prepare construction summaries and project instructions; return visits and warranty maintenance for project quality after delivery 
and use; submit the project construction management outline to the Employer within 7 days before the construction of each sub-project; regularly 
organize and arrange project coordination meetings, etc.;
n) The Contractor shall bear the legal liability for expenses, liabilities, losses, claims or lawsuits for personal injury or property loss directly 
or indirectly caused by the construction within the scope of the Contractor during the construction of this Project (except for those responsible and 
under circumstances other than the Contractor);
o) The Contractor shall be fully responsible for the accidents or casualties of its employees. The Employer shall not be legally liable for any 
accident or casualty of any person, whether or not such person is employed by the Contractor, and the Contractor shall indemnify the Employer 
from any related claims, demands, litigation, costs, expenses and expenditures. The Contractor shall purchase the appropriate insurance and pay the 
relevant fees.
P) The contractor must fully consider the normalized impact of the COVID-19 epidemic on project construction. When bidding, the 
contractor should fully consider the materials and related epidemic prevention measures required for epidemic prevention and control, as well as the 
related costs of machinery downtime losses, personnel stagnation, and material price increases caused by the epidemic on project construction. It is 
assumed that the above-mentioned related costs have been fully considered in the bid quotation, and no claims may be made due to increased costs 
caused by the COVID-19 epidemic.
3.2 Project Manager
3.2.1 Project Manager:
Name: Tian Liyang ;
ID number: *** ;
Construction engineer professional qualification level: Level 1 ;
Constructor registration certificate number: Beijing 1112019202007104 ;
Construction engineer professional seal number: Beijing 1112019202007104 (00) ;
Safety production assessment certificate number: Jingjianan B (2020) 0184558 ;
Contact number: ***  ;
Email;   ***   
Mailing address: *** ;
The scope of authorization granted by the contractor to the project manager is as follows: fully responsible for the organization and 
construction arrangement of on-site construction personnel, materials, and equipment, on-site construction coordination, and handling of all other 
matters related to the project undertaken by the contractor .
Regarding the time requirements for the project manager to be on the construction site each month:  At least 5 days a week  .
Liability for breach of contract by the contractor for not submitting a labor contract and not paying social insurance certificates for the project 
manager: The employer has the right to request the replacement 
 
13

of the project manager, and the increased costs and/or delayed construction period shall be borne by the contractor. At the same time, since the 
contractor failed to ensure that the project manager is permanently stationed at the construction site, he shall bear the liability for breach of contract 
for leaving without authorization in accordance with the following paragraph .
Liability for breach of contract if the project manager leaves the construction site without approval:   The project manager must ensure that he 
is always present at the construction site. If he needs to ask for leave for something, he can leave the construction site only with the permission of 
the Employer. If he leaves without permission, he will be fined RMB 5,000 per time .
3.2.3 Liability for breach of contract by the contractor for changing the project manager without authorization: To ensure the quality of the 
project, the project manager must be in place after winning the bid. The project manager cannot be replaced without the approval of the Employer. 
If the contractor really needs to replace the project manager, it must notify the Employer in writing 14 days in advance. If the project manager is 
replaced without the consent of the Employer, in addition to the liquidated damages of RMB 100,000 , the Employer reserves the right to terminate 
the construction contract. .
3.2.4 The contractor’s liability for breach of contract if it refuses to replace the project manager without justifiable reasons: liquidated 
damages of 1% of the total contract amount shall be imposed .
3.3 Contractor Personnel
3.3.1 Deadline for the contractor to submit the report on the arrangement of the project management organization and construction site 
management personnel: within 14 days .
3.3.3 Liability for breach of contract if the contractor refuses to replace the main construction management personnel without justifiable 
reasons:  A penalty of 0.1% of the total contract amount will be imposed and the contractor will no longer be required to approve progress payments 
until the contractor is replaced. .
3.3.4 Approval requirements for the contractor's main construction management personnel to leave the construction site: must be approved by 
the project manager  .
3.3.5 Liability for breach of contract if the contractor replaces the main construction management personnel without authorization:  The 
Employer has the right to impose a penalty of RMB 50,000 or even terminate the construction contract.   .
The contractor’s main construction management personnel’s liability for breach of contract if they leave the construction site without 
authorization: a penalty of RMB 2,000 per day .
3.5 Subcontracting
3.5.1 General provisions on subcontracting
Projects that are prohibited from subcontracting include: subcontracting is prohibited without the consent of the Employer
Scope of main structure and key work: / .
3.5.2 Determination of Subcontracting
Specialized projects that are allowed to be subcontracted include: Same as general terms, all subcontracts must be approved in writing by the 
Employer .
 
14

Other agreements on subcontracting: The contractor is not allowed to subcontract or illegally subcontract under any name in this project. If 
the contractor subcontracts the project or subcontracts it without the consent of the Employer or illegally subcontracts it, the Employer has the right 
to order it to leave the project and the contractor shall pay the Employer a liquidated damages of RMB 200,000 per time. The Employer has the 
right to unilaterally cancel the contractor's qualification to win the bid and terminate the relevant contract. The contractor shall bear the resulting 
responsibilities and losses caused to the contractor. At the same time, the contractor agrees to unconditionally compensate the losses caused to the 
Employer in full.
3.5.4 Subcontract Price
Agreement on the payment of the subcontract price: The contractor shall pay the subcontractor according to the payment method of the 
subcontract.    .
3.6 Project supervision and protection of finished and semi-finished products
The start time when the contractor is responsible for taking care of the project and the materials and equipment related to the project is:   
After the relevant materials and equipment are brought in, the property is handed over and taken over.   .
3.7 Performance Guarantee
Whether the contractor provides performance guarantee:    yes    .
The form, amount and term of the performance guarantee provided by the contractor: After the notice of winning the bid is issued and before 
the contract is signed, the original copy of the insurance bond and performance bond issued by the contractor shall be provided, with the amount 
being 10% of the total contract price . If the winning bidder fails to provide a valid performance bond in accordance with the above provisions, the 
tendering unit has the right to determine other winning bidders as the winning bidders, or to re-tender. The performance bond is valid until 28 days 
after the project is completed and accepted and meets the project quality standards specified in the agreement.
4. Supervisor
4.1 General provisions for supervisors
About the supervision content of the supervisor:  Complete all work contents within the scope of the construction drawings of this project, 
including the work contents implemented by the contractor (including the contractor's subcontracts) and the engineering contents implemented by 
the professional contractor  .
Regarding the supervisor’s supervisory authority:   Perform on-site supervision obligations in accordance with the provisions of the 
supervision contract  . 
Agreement on the provision of office space and living quarters for the supervisor at the construction site and the payment of expenses: The 
supervisor's office and living quarters at the construction site shall be provided and paid for by the contractor, and the supervisor shall be 
responsible for the management expenses of the relevant personnel.  .
4.2 Supervisors
Chief Supervisor Engineer:
Name:          ;
 
15

Title:            ;
Supervision Engineer Qualification Certificate Number:             ;
Contact number:                ;
Email:                ;
Contact address:                         ;
Other agreements regarding the supervisor: see the supervision contract for this project.
4.4 Agreed or determined
When the Employer and the Contractor cannot reach an agreement through negotiation, the Employer authorizes the Supervisor to determine 
the following matters :
5. Project quality
5.1 Quality requirements
5.1.1 Special quality standards and requirements:  The project quality reached a 100% acceptance rate in one inspection . (Including 
supervision, random inspection by the construction unit and acceptance by the quality supervision department). If the construction quality does not 
meet the above commitment, the liquidated damages will be calculated based on the total settlement price (including the contractor's own 
construction part and the professional subcontracted construction part) according to the percentage of the bid commitment, and the liquidated 
damages ratio is 2% .
5.3 Hidden Project Inspection
5.3.2 The deadline for the contractor to notify the supervisor in advance of the hidden works inspection: 24 hours in advance  .
If the supervisor is unable to conduct the inspection on time, he/she should submit a written request for extension 48 hours in advance.
The maximum extension period is: 48 hours.
6. Safe and civilized construction and environmental protection
6.1 Safe and civilized construction
6.1.1 Agreement on project safety production targets and related matters: In addition to the general terms, the safety construction of this 
project shall also be carried out in accordance with the Jiangxi Shangrao City Construction Project Contracting Safety Management Agreement or 
requirements in the contract annex . Among them, safety protection shall also be implemented in accordance with the Jiangxi Shangrao City 
Construction Project Safety Protection and Civilized Construction Measures Cost Management Interim Regulations, and the safety protection 
measures fee shall be used by the contractor. .
6.1.4 Special Agreement on Public Security Protection: Same as general terms  .
Agreement on the preparation of a construction site security management plan: Same as general terms .
6.1.5 Civilized construction
Requirements of the contracting parties for civilized construction:   The general contractor shall ensure that the construction site is fully 
enclosed, and construction safety shall be the responsibility of a full-time certified safety officer.  .
 
16

6.1.6 Agreement on the payment ratio and payment period of safe and civilized construction fees: Same as general terms     .
6.1.7 Agreement on the payment ratio and payment period of safety and civilized construction fees: Prepay the total amount of safety and 
civilized construction fees to the contractor (this fee is already included in the advance payment).
7. Construction period and progress
7.1 Construction organization design
7.1.1 Other contents of the construction organization design agreed upon by the parties to the contract should include: Construction general 
contracting management and service plan, project risk analysis and response plan    .
7.1.2 Submission and modification of construction organization design
Agreement on the deadline for the contractor to submit detailed construction organization design:   No later than 14 days before the official 
start of construction  .
The deadline for the employer and the supervisor to confirm or put forward modification opinions after receiving the detailed construction 
organization design:  Within 10 days after receiving the written text of the construction organization design  .
7.2 Construction schedule
7.2.2 Revision of construction schedule
The deadline for the Employer and the Supervisor to confirm or put forward modification opinions after receiving the revised construction 
schedule:   Executed under general terms  .
7.3 Start of construction
7.3.1 Preparation for construction
Regarding the deadline for contractors to submit project commencement report forms: Executed under general terms  .
Other preparatory work to be completed by the Employer and the deadlines: Executed under general terms  .
Other preparatory work to be completed by the contractor and the deadlines: Executed under general terms .
7.3.2 Notice of commencement of work
If the supervisor fails to issue the commencement notice within 90 days from the planned commencement date due to the employer's reasons, 
the contractor has the right to request a price adjustment or terminate the contract.
7.4 Measurement and layout
7.4.1 The deadline for the Employer to provide the Contractor with the measurement benchmark points, baselines and leveling points and 
their written materials through the Supervisor is: To be determined by the contractor  .
7.5 Construction Delay
7.5.1 Delay in construction period due to the Employer's fault
( 7 ) Other circumstances where the construction period is delayed due to the Employer’s fault: / .
 
17

7.5.2 Delay in construction period due to the contractor's fault
If the construction period is delayed due to the contractor's reasons, the calculation method of liquidated damages for overdue work is as 
follows: For each day of delay in the construction period, a penalty of 0.1% of the contract price will be imposed.  .
If the construction period is delayed due to the contractor's fault, the upper limit of liquidated damages for overdue construction is: The 
maximum penalty for delay in construction period shall not exceed 3% of the total contract price . .
Other circumstances where both parties agree that the construction period will be extended:
In the following circumstances, the contractor shall submit a report on the delay to the employer within 7 days. The employer shall reply in writing 
within 7 days after receiving the report submitted by the contractor to confirm or not confirm, or require the contractor to provide further 
information. If the employer fails to reply in writing after the deadline, the contractor may regard the submitted report as confirmed by the 
employer, but the contractor shall still take positive measures to protect the finished products of the completed project .
(1) Fire, flooding, explosion, etc. caused by reasons other than the contractor;
(2) The continuous water and power outage exceeds 24 hours due to reasons not attributable to the contractor;
(3) Factors that are unforeseeable by both parties and do have a serious impact on the construction period, such as underground obstacles, 
greening transplantation and cultural relics treatment, but the removal of general obstacles should not affect the construction period;
(4) The project is suspended or delayed in accordance with national policies and government regulations;
(5) Force majeure;
(6) Other circumstances stipulated in the contract where the employer agrees to extend the construction period.
If the construction period is delayed due to major design changes and is actually proved to be necessary, the Employer and the Contractor 
shall negotiate on a fair basis. After both parties reach an agreement, the Employer shall give the Contractor a written notice of the additional 
construction period (calendar days).
7.6 Unfavorable Material Conditions
Other circumstances and related agreements of adverse material conditions:   Same as general terms     .
7.7 Abnormally severe weather conditions
The Employer and the Contractor agree that the following situations shall be regarded as abnormally severe weather conditions : none 
7.9 Early Completion Bonus
7.9.1 Rewards for Early Completion: Same as general terms .
7.9.2 The contractor's proposal for early completion approved by the employer shall ensure the quality of the project and construction safety, 
and shall go through the formalities for filing the contract 
 
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change for shortening the construction period. If the shortened construction period exceeds 15% (including 15% ) of the original construction period 
standard, the contractor shall organize experts to evaluate the construction period and issue a construction period evaluation report approved by the 
experts.
8. Materials and Equipment
8.4 Storage and use of materials and engineering equipment
8.4.1 Costs of storage of materials and equipment supplied by the Employer: The Employer does not provide any materials or equipment for 
this project. The Contractor is responsible for the purchase, transportation and storage of all items. The relevant costs have been included in the 
quotation when bidding.
8.6 Samples
8.6.1 Submission and sealing of samples
The contractor is required to submit samples of materials or engineering equipment, and the type, name, specification and quantity of the 
samples are as follows: To meet the project requirements , equipment and materials shall be sealed according to the client's requirements and kept 
by the supervision unit .
8.8 Construction equipment and temporary facilities
8.8.1 Construction equipment and temporary facilities provided by the contractor
Agreement on the cost of building temporary facilities: This construction site provides temporary land for food and accommodation, and the 
area outside the red line shall not be occupied. The contractor should fully consider the conditions for building temporary facilities when bidding, 
surveying and preparing the construction organization design, and consider the relevant costs in the bid quotation.
9. Testing and Inspection
9.1 Test equipment and test personnel
9.1.2 Test equipment
Test sites that need to be configured at the construction site:       none      . 
Test equipment required at the construction site:         none          .
Other test conditions required at the construction site:  none        .
9.4 On-site process test
Agreements on on-site process tests:    Same as general terms       .
10. Changes
10.1 Scope of Changes
Agreement on the scope of change:
(1) Changes in project quantities;
(2) Design changes;
(3) Technical verification;
(4) On-site visa;
(5) As-built drawings and materials   .
 
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10.4 Changes in valuation
10.4.1 Change of Valuation Principles
Agreement on changes to valuation : Settlement based on actual price* (1-total price reduction rate), the principle of settlement based on 
actual price is the same as the principle agreed in the contract agreement. Complete change procedures must be completed to be included in the 
settlement scope, that is, the project change contact form and project certification form signed and sealed by the construction unit, design unit, 
supervision unit, cost consulting unit, and construction unit must be completed before it can be included in the settlement scope. Only the project 
change contact form will not be used as the basis for settlement. The project contact form and project certification form must be completed at the 
same time to be included in the settlement scope as complete settlement basis materials, otherwise it will not be calculated.
10.5 Contractor’s Rational Proposal
The deadline for the supervisor to review the contractor's rationalization proposal:     none    .
The deadline for the employer to review and approve the contractor's rationalization proposal:     none    .
The method and amount of reward for the contractor's rationalization proposal that reduces the contract price or improves the economic 
benefits of the project are: none .
10.7 Provisional Estimates
none .
10.7.1 Provisional Price Projects that Must Be Tendered According to Law
The confirmation and approval of provisional price projects that must be tendered according to law shall be determined by the second method 
. The provisional price contract shall be signed by the contractor and the successful bidder and reported to the Employer for record.
10.7.2 Provisionally estimated projects that are not subject to bidding according to law
The confirmation and approval of provisionally estimated projects that are not subject to bidding according to law shall be determined by the 
first method .
Method 3 : Provisional price project directly implemented by the contractor
Agreement on provisionally estimated price projects directly implemented by the contractor:   none     .
10.8 Provisional Amount
Agreement between the parties to the contract on the use of the provisional amount:   Used by the Employer    .
11. Price Adjustment
11.1 Adjustments due to market price fluctuations
Whether the contract price should be adjusted based on market price fluctuations:   adjustment.
During the performance of the contract, if the fluctuation of material prices affects the contract price, the materials shall be adjusted and 
settled according to the following methods.
The main methods for adjusting the prices of building materials are as follows:
The main building materials with information guidance prices will be adjusted using the prices of Shangrao or Wuyuan Engineering 
Construction Cost Information Network (for those with Wuyuan 
 
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information prices at the same time, priority will be given to referring to Wuyuan information prices). Specific adjustment method: The material 
information price in the current month of project commencement should be used as the benchmark price. If the weighted average information price 
of similar materials by the contractor during the construction period is lower than or higher than the benchmark price, and the increase or decrease 
in material unit price during the contract performance period exceeds 5% based on the benchmark price, the excess part shall be adjusted according 
to the actual situation.
The weighted average information price of materials during the construction period is calculated using the following formula:
The weighted average information price of materials during the construction period is ≥ (monthly actual usage x monthly material 
information price)/total usage of similar materials.
12. Contract Price, Measurement and Payment
12.1 Contract Price Form
1. Final settlement price = actual settlement total price * (1- 7% ). The above actual settlement total price is the total cost (including tax) 
entrusted by the Employer to the contractor to implement the project.
Calculation basis for the total settlement price based on actual costs: The settlement project quantity is calculated based on the "Construction 
Project Quantity List Pricing Specification" GB50500-2013, and the quota applies the "Jiangxi Province Housing Construction and Decoration 
Engineering Consumption Quota and Unified Base Price Table (2017)" and "Jiangxi Province General Installation Engineering Consumption Quota 
and Unified Base Price Table (2017)" and other current budget quotas in Shangrao City, Jiangxi Province. The rate uses the current budget quota 
supporting rate of Jiangxi Province. The rates for the involved periods are all implemented at the lower limit. The unit price of materials is 
calculated based on the material information price or market price of Wuyuan County, Shangrao City, Jiangxi Province in July 2023. Materials in 
Wuyuan County without material information prices are calculated based on the material information price of Shangrao City in July 2023. There is 
no quota reference sub-item, no document-specified rate, and no information price material ,the contractor shall submit a list of work items and a 
quotation for approval The approved price should include the contractor's reasonable management fees and profits.The unit price of labor is 
calculated in accordance with Document No. 5 of Gan Jianjia (2020), and the dust fee is calculated in accordance with Document No. 7 of Gan 
Jianjia (2019). If this project has professional subcontracts that require cooperation from the general contractor, According to the pricing standards 
for the list, if the tenderer only requires general contracting management and coordination of the subcontracted professional engineering, it shall be 
calculated at 1.5% of the estimated cost of the subcontracted professional engineering; When the tenderer requires the general contracting 
management and coordination of the subcontracted professional engineering, and also requires the provision of cooperation services, the cost of the 
subcontracted professional engineering shall be calculated at 3% to 5% of the estimated cost based on the cooperation service content listed in the 
bidding documents and the requirements proposed; 3) If the tenderer supplies materials on their own, the calculation shall be based on 1% of the 
value of the materials supplied by the tenderer.whether it needs to 
 
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be included in the general contractor's cooperation fee will be proposed by the general contractor, and the general contractor service fee can only be 
calculated after confirmation by the construction unit.
12.2 Advance Payment
12.2.1 Payment of Advance Payment
Advance payment ratio or amount: There is no advance payment for this project . Advance payment period : / .
Method of deducting advance payment: / .
Note: Before applying for advance payment for the project according to the contract:
Before applying for the construction payment according to the contract: Party B must provide the account information of the special account 
for the project established in the bank designated by Party A, as well as the account information of the special account for the wages of migrant 
workers for this project that complies with the relevant provisions of the "Several Opinions on Further Strengthening the Employment Management 
in the Engineering Construction Field of this City (Trial)" (Shanghai Jiaojian [2018] No. 1069 and Shanghai Salary Joint Office [2018] No. 6)
Amount (in Capital):                                (RMB);
                                                        (RMB).
 
12.2.2 Advance Payment Guarantee
Deadline for contractor to submit advance payment security: / .
The advance payment guarantee is in the form of: / .
12.3 Measurement
12.3.1 Measurement principles
Calculation rules for engineering quantities: Specification for Pricing of Construction Project Bill of Quantities ( GB-50500-2013 ) .
12.3.2 Metering cycle
Agreement on measurement cycle:  Within 7 days after the completion of each construction node , the contractor shall submit to the employer 
“ Project payment application ” and" Image Progress Description File" wait .
12.3.3 Measurement of Unit Price Contracts
Agreement on measurement of unit price contracts:   Same as general terms    .
12.3.4 Measurement of Lump Sum Contracts
Agreement on measurement of lump sum contract: / .
12.3.5 Where lump sum contracts adopt payment breakdown table for measurement, whether the measurement is carried out in accordance 
with the provisions of Item 12.3.4 [Measurement of lump sum contracts]: / .
12.3.6 Measurement of other price contracts
Measurement methods and procedures for other price forms: / .
12.4 Progress Payment
12.4.1 Payment Cycle
 
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Agreement on payment cycle:
( 1 ) Payment period for the research and study complex building: The construction drawing budget shall be prepared and reviewed within 
one month after winning the bid. The monthly progress payment shall be paid according to 60% of the actual completed workload reviewed and 
confirmed by the supervision unit, cost consulting unit and construction unit. After the project construction is completed and the final acceptance is 
qualified, the payment shall be made to 70% of the reviewed budget amount . After the project settlement and valuation is completed, the payment 
shall be made to 95 % of the settlement and valuation amount . The remaining 5 % of the settlement and valuation amount shall be used as a quality 
guarantee for a period of two years. After the expiration of the period and if there is no quality problem, Party A shall pay it without interest. 
Among them, a special account must be opened for the wages of migrant workers, and the funds shall be used for special purposes only and shall 
not be used for other purposes.
( 2 ) Siji Gongda Payment node of the reception center: The construction drawing budget shall be prepared and reviewed within one month 
after winning the bid. The monthly progress payment shall be paid according to 60% of the actual completed workload reviewed and confirmed by 
the supervision unit, cost consulting unit and construction unit. After the project construction is completed and the final acceptance is qualified, the 
payment shall be made to 70% of the reviewed budget amount . After the project settlement and valuation is completed, the payment shall be made 
to 95 % of the settlement and valuation amount . The remaining 5 % of the settlement and valuation amount shall be used as a quality guarantee for 
a period of one year. After the expiration of the period and if there is no quality problem, Party A shall pay it without interest. Among them, the 
wages of migrant workers must be opened in a special account, and the funds shall be used for special purposes only and shall not be used for other 
purposes.
( 3 ) Before payment of the project fee at each node, the general contractor shall submit a complete and accurate "Project Payment 
Application" and other valid documents in accordance with the contract, which shall be confirmed in writing by the chief supervisor engineer and 
submitted to the employer for review. The employer shall complete the review within 7 working days from the date of receipt of the above 
information, confirm the completed work volume (if the completed work volume report submitted by the general contractor does not meet the 
quality standards agreed in the contract, the employer shall stop paying the project fee and all consequences shall be borne by the general 
contractor), and issue a payment notice to the general contractor. The general contractor shall issue a special value-added tax invoice to the 
employer in accordance with the employer's payment notice, and the employer shall pay the progress payment to the general contractor within 14 
working days from the date of receipt of the special value-added tax invoice.
( 4 ) If there are any fees paid by the Employer on behalf of the Contractor during the performance of the contract, such as equipment and 
materials provided by Party A, or specialized subcontracted projects, they shall be deducted from the engineering payment of the General 
Contractor after confirmation by both parties. Changes in costs caused by design changes, on-site visas, etc. during the period Pay proportionally 
with the current progress payment.
 
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( 5 ) For specialized subcontracted projects, the contract, pricing method and settlement principles shall be separately confirmed by the 
employer and the contractor based on the content and method of the specialized project.
12.4.2 Special Account System for Migrant Workers’ Wages
In the field of engineering construction, a separate account management system is implemented for labor costs and other project funds.
The Employer and the contractor shall pay the labor costs in full on a monthly basis. The Employer shall, in accordance with the contract 
agreement, promptly transfer the labor costs to the special account for migrant workers' wages opened by the contractor.
For specific operating methods, please refer to Shanghai Salary Joint Office ( 2018 ) No. 6 .
12.4.3 Preparation of Progress Payment Application
Agreement on the preparation of progress payment application form:   Same as general terms     .
12.4.4 Submission of Progress Payment Application
( 1 ) Agreement on the submission of progress payment application form for unit price contract:  Report by completion node  .
( 2 ) Agreement on submission of progress payment application form for lump sum contract: / .
( 3 ) Agreement on submission of progress payment application form for contracts with other price forms: / .
12.4.5 Review and Payment of Progress Payments
( 1 ) Time limit for the supervisor to review and submit the report to the Employer:   Same as general terms   .
The deadline for the Employer to complete the approval and issue the Progress Payment Certificate:   Same as general terms   .
( 2 ) Time limit for the Employer to pay progress payments: Same as Special Terms 12.2.1 and 12.4.1 .
The calculation method of liquidated damages for late payment of progress payment by the contractor is as follows: Same as Special 
Provisions 16.1.2 ( 2 )    .
13. Acceptance and engineering commissioning
13.1 Acceptance of Parts and Items of the Project
13.1.2 If the supervisor is unable to conduct acceptance on time, he shall submit a written request for extension 24 hours in advance.
The maximum extension period is: 48 hours.
13.2 Completion Acceptance
13.2.2 Completion acceptance procedures
Agreement on completion acceptance procedures: The contractor shall organize the initial inspection after completion, and organize the final 
inspection after all problems are rectified within one week (including holidays) after the initial inspection. If the rectification is not carried out as 
required after the deadline, the construction period will be delayed according to the contract price / day penalty .
 
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The calculation method of liquidated damages for the Employer's failure to organize the completion acceptance and issue the project 
acceptance certificate in accordance with this agreement is as follows: Same as general terms .
13.2.5 Handover and acceptance of all or part of the project
The deadline for the contractor to hand over the project to the employer:  Same as general terms   .
If the Employer fails to accept all or part of the Project as agreed in this Contract, the calculation method of liquidated damages shall be as 
follows: Same as general terms   .
If the contractor fails to hand over the project on time, the penalty for breach of contract shall be calculated as follows: one per thousand per 
day of the contract price  .
13.3 Engineering test run
13.3.1 Commissioning Procedure
Engineering test run content: Same as general terms     .
13.6 Completion and Exit
13.6.1 Completion and exit
The deadline for the contractor to complete the project and leave the site: within 7 days after issuance of the project acceptance certificate .
14. Final settlement
14.1 Application for Completion Settlement
the contractor to submit the application form for completion settlement :  Within 28 days after the completion acceptance report of the 
project is approved by the employer , the contractor shall submit complete completion drawings, completion materials and completion settlement 
report to the employer for the employer to conduct completion settlement audit (if the contractor fails to submit the above settlement documents to 
the employer within the prescribed time limit or the submitted settlement documents are incomplete, all consequences shall be borne by the 
contractor). The audit of the settlement shall be completed within 45 days from the date of receipt of the complete settlement documents submitted 
by the contractor by the audit department of the employer. The contractor shall actively cooperate with the employer in the final settlement audit. If 
the final settlement audit of the project is delayed due to the contractor's reasons, All consequences of The contractor shall bear the responsibility. If 
the contractor does not confirm or raise any objection within 14 days from the date of receiving the final review result proposed by the employer , it 
shall be deemed that the contractor has recognized the final review result proposed by the employer.   .
The final settlement of the project shall be assessed by an appraisal unit commissioned by the employer, and the appraisal fee shall be 
calculated in accordance with the current engineering cost review fee standards in Shanghai: if the review and reduction rate of the final settlement 
of the project is below 5% (including 5% ), the appraisal fee shall be borne by the employer ( already included in the scope of the cost consulting 
contract ); if the review and reduction rate of the final settlement of the project is above 5% , the appraisal fee within 5% shall be borne by the 
employer ( already included in the scope of the cost consulting contract ), and the excess shall be borne by the contractor; if the final settlement of 
the project is increased due to review, the appraisal fee shall be borne by the contractor.
 
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final settlement should include:  Payment according to the contract      .
14.2 Final Settlement Review
Deadline for the Employer to review and approve the Completion Payment Application:     28 days    .
The deadline for the Employer to complete the completion payment:    Same as general terms    .
Regarding the method and procedure for reviewing the objection part of the completion payment certificate:  Execute according to the 
general terms and conditions                   
14.4 Final Settlement
14.4.1 Final Settlement Application
Number of final settlement application forms submitted by the contractor: 3    .
Deadline for the contractor to submit the final settlement application form:    Same as general terms      . 
14.4.2 Final Settlement Certificate and Payment
( 1 ) The deadline for the Employer to complete the review and approval of the Final Settlement Application Form and issue the Final 
Settlement Certificate: It shall be implemented in accordance with the national and municipal regulations on completion settlement. .
( 2 ) The deadline for the Employer to complete payment:    Same as general terms    .
15. Defect liability period and warranty
15.2 Defect Liability Period
Specific duration of the defect liability period: 2 years       .
15.3 Quality Deposit
Agreement on whether to withhold the quality deposit: detain   .
15.3.1 How the Contractor Provides a Quality Guarantee
The quality guarantee deposit is as follows: 2 Ways:
( 1 ) Quality guarantee letter, the guarantee amount is:  5 % of the approved settlement price ;  ; 
( 2 ) 5 % of the project payment ;
( 3 ) Other methods : / .
15.3.2 Withholding of Quality Deposit 
The withholding of the quality deposit shall be carried out in the following manner: 2 Ways:
( 1 ) Withholding the amount of the project progress payment in installments. In this case, the calculation base of the quality guarantee 
deposit does not include the amount of advance payment, deduction and price adjustment;
( 2 ) Withholding the quality guarantee deposit once and for all at the time of project completion settlement;
( 3 ) Other detention methods :  After the project is completed and accepted, a bank quality guarantee with a guarantee amount equal to the 
warranty amount shall be submitted. The guarantee shall be issued by the basic account and shall be valid until the expiration of the defect liability 
period.  .
Supplementary agreement on quality deposit: / .
 
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15.4 Warranty
15.4.1 Warranty Liability
The engineering warranty period is:  Same as general terms        .
15.4.3 Repair Notice
Reasonable time for the Contractor to receive the warranty notice and arrive at the project site: If the contractor fails to respond in time 
during the engineering warranty period (the agreed period: 24 hours for major emergency repairs, 72 hours for general repairs, or subject to written 
notice from Party A), the employer has the right to organize emergency repairs and urgent repairs, and the relevant material and labor costs will be 
deducted from the contractor's warranty deposit. At the same time, the contractor shall also bear the corresponding proportion of liquidated 
damages. At the same time, the general contractor must attach this content when signing contracts with all subcontractors.
16. Breach of Contract
16.1 Breach of Contract by the Employer
16.1.1 Circumstances of breach of contract by the employer
Other circumstances where the Employer breaches the contract: If the Employer fails to pay the Project Fee beyond the payment time agreed 
in the Contract and due to reasons other than the General Contractor, the General Contractor shall issue a written notice to the Employer requesting 
payment within 10 working days after the Employer exceeds the payment time (if the General Contractor fails to issue a written notice to the 
Employer requesting payment within the prescribed time limit, it shall be deemed that the General Contractor has acknowledged the Employer’s 
delayed payment behavior). If the Employer still fails to pay after receiving the written notice from the General Contractor, according to the general 
terms and conditions.
16.1.2 Liability of the Employer for Breach of Contract
The way and method of calculation of the Employer's liability for breach of contract:
( 1 ) Liability for breach of contract due to failure to issue a commencement notice within Execute according to the general terms and 
conditions 7 days before the scheduled commencement date due to the Employer's fault :
( 2 ) Liability for breach of contract due to failure to pay the contract price as agreed in the contract due to the employer's fault: Execute 
according to the general terms and conditions .
( 3 ) The Employer ’s liability for breach of contract if he/she performs the cancelled work on his/her own or assigns the performance of the 
cancelled work to others in violation of Clause Execute according to the general terms and conditions10.1 (Scope of Changes) ( 2 ) :
( 4 ) Liability for breach of contract when the specifications, quantity or quality of the materials and engineering equipment provided by the 
Employer do not conform to the contractual agreement, or when the delivery date is delayed or the delivery location is changed due to the 
Employer's fault Execute according to the general terms and conditions:
( 5 ) Liability for breach of contract resulting from suspension of construction due to the Employer's breach of the contract:Execute according 
to the general terms and conditions  .
 
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( 6 ) Liability for breach of contract where the employer fails to issue a resumption instruction within the agreed period without justifiable 
reasons, thus causing the contractor to be unable to resume work:  Execute according to the general terms and conditions    .
( 7 ) Others: / .
16.1.3 Termination of the Contract Due to Breach of Contract by the Employer
If the Contractor suspends construction for 10 days as agreed in Section 16.1.1 [Breach of Contract by the Employer] and the Employer still 
fails to correct its breach of contract and the purpose of the contract cannot be achieved, the Contractor has the right to terminate the contract.
If the contractor terminates the contract in accordance with the above circumstances, the respective rights and obligations of the contractor and the 
employer shall be as follows:
① The Contractor shall reasonably and appropriately remove or dismantle all temporary facilities, construction machinery, construction tools, 
equipment, materials and goods from the construction site, and require its subcontractors to provide assistance for this purpose. However, the 
Contractor must be careful to prevent any casualties or property losses during the removal or dismantling process, and the Employer shall not bear 
any financial responsibility for this.
② In addition to the engineering payment paid under this Contract before the termination of the Contract, the Employer shall pay to the 
Contractor:
A. The total value of the work done up to the release date;
B. The amount of materials or goods ordered and paid by the Contractor specifically for the Project, or the amount of the order that must be 
paid according to the law. When the Employer pays the amount, the materials or goods ordered by the Contractor shall become the property of the 
Employer.
C. When the contract is terminated, the Contractor may also accept and retain all materials or goods that belong to the Employer but have not 
been used for the Project in accordance with this Contract Document until all amounts due to it are paid by the Employer.
16.2 Contractor’s Breach of Contract
16.2.1 Circumstances in which the Contractor breaches the Contract
Other circumstances in which the contractor breaches the contract:
a) If the Contractor replaces the Project Manager or the main technical, safety and quality persons in charge without the permission of the 
Employer, the Employer has the right to require them to revoke the decision; if the Contractor's Project Manager or technical person in charge is not 
competent for the Project, the Employer has the right to require them to be replaced and approved by the Employer. If the Contractor refuses to 
comply with the above requirements of the Employer, the Employer has the right to terminate this Contract.
b) If the construction site of the project is not kept clean due to the contractor's fault, causing adverse effects on the Employer, the contractor 
shall bear all expenses and losses caused thereby and The contractor shall pay the Employer 0.5% of the total contract price as liquidated damages; 
if the contractor uses self-mixed mortar at the construction site of this project, it shall bear all expenses and losses caused thereby and pay the 
Employer RMB 20,000/time as liquidated damages ; if the contractor 
 
28

violates the relevant regulations of Shangrao City, Jiangxi Province or the Employer on dust emission, noise control or waste disposal, it shall bear 
all expenses and losses caused thereby and pay the Employer 1% of the total contract price as liquidated damages. The contractor shall manage the 
construction site in accordance with the requirements of the city's civilized construction site and strive to create a civilized construction site in the 
city.
c) The Contractor fails to complete the Project control time points and final completion time in accordance with the quality and quantity 
stipulated in this Contract, or certain facts cause the Employer to believe that the Contractor is not competent for the Project. The contractor has the 
right to terminate this contract.
d) If the contractor fails to execute or fails to execute the instructions of the supervisor or the Employer's representative in a timely manner, 
the losses caused to the Employer shall be borne by the contractor. If the above behavior occurs three times repeatedly, the Employer has the right to 
terminate this contract.
e) Ensure that the quality of the project meets the one-time acceptance standard. If the project fails to meet this standard, the contractor shall 
be responsible for rectification until the project passes the acceptance standard, and the resulting costs and fines shall be borne by the contractor.
f) Delays in construction period due to rectification or rework will still be subject to a penalty of 1 ‰ of the contract amount for each 
calendar day of delay.
16.2.2 Contractor's liability for breach of contract
The contractor's liability for breach of contract shall be borne and calculated as follows: The contractor shall bear the increased costs and/or 
delayed construction period caused by its breach of contract. The specific execution order is as follows: 1 ) Contract, supplementary agreement, If 
the employer has an agreement on the on-site management system, the agreement shall prevail; 2 ) If the contractor has a commitment (including 
commitments in the bidding documents, other written commitments, oral commitments, etc.), and the employer accepts it, the commitment shall 
prevail; 3 ) If neither of the above two items is agreed upon or promised, the two parties shall negotiate together.   
16.2.3 Termination of the Contract due to Contractor’s Breach of Contract
Special agreement on termination of contract due to breach of contract by the contractor: If the contractor breaches any one or more of the 
following, namely:
① Completely interrupting construction work before completion without reasonable cause;
② Failure to properly and diligently manage the construction resulted in serious delays in the construction period;
③ Refuse or neglect to comply with the written notice issued by the Employer requiring the Contractor to remove defective works or remove 
substandard materials or goods, and such refusal or neglect has a substantial impact on the Project  .
The Employer shall bear the cost of the Contractor's continued use of the Contractor's materials, equipment, temporary works, Contractor's 
documents and other documents prepared by or on behalf of the Contractor at the Construction Site in the following manner: contractor .
 
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16.2.4 If the Contractor is terminated by the Employer in accordance with the above terms, during the period when the Contract is not 
restored or continued, the rights and obligations of the Employer and the Contractor shall be supplemented by the following in addition to the 
General Terms:
① The Employer may invite other units to continue to complete the Project. The invited units may enter the construction site and use all 
temporary facilities, construction machinery, construction tools, equipment and all materials and goods used for the Project that have been delivered 
and placed at the construction site or turnover site, and may purchase all materials and goods required to continue to complete the Project .
② If requested by the Employer, the Contractor shall transfer to the Employer free of charge any formal order contracts for materials or 
goods signed for the Project and their benefits within 14 days after the termination date, but the Employer shall not make any further transfers. In 
addition, the Employer shall pay the Contractor any outstanding amounts under the above contracts .
③ The Contractor shall remove or dismantle any temporary facilities, construction machinery, construction tools, equipment, materials or 
goods belonging to or rented by it from the Construction Site when the Employer requests termination in writing (but not before). If the Contractor 
fails to comply with the written request within a reasonable period after the Employer issues such written termination request, the Employer may 
remove (but shall not be responsible for any loss or damage) any of the above-mentioned Contractor's property, and the expenses incurred shall be 
charged to the Contractor by the Employer as a debt or deducted by the Employer from the amount payable to the Contractor .
④ The Contractor shall pay the Employer the amount of any direct loss suffered by the Employer due to the termination of the Contract .
⑶ The contractor must promptly return all documents and materials included in this contract document to the employer .
Special agreement on termination of contract due to breach of contract by the contractor: Before the contract is terminated, the contractor 
shall be responsible for the maintenance of the construction site, and shall be borne by the contractor for any losses caused by poor maintenance .
The cost of the Employer's continued use of the Contractor's materials, equipment, temporary works, Contractor's documents and other 
documents prepared by the Contractor or on its behalf at the Construction Site shall be borne by: the Contractor .
17. Force Majeure 
17.1 Confirmation of Force Majeure
In addition to the force majeure events stipulated in the general contract terms, other circumstances deemed as force majeure are:   Natural 
disasters: including typhoons of level 12 or above in the urban area of the project location for more than 8 hours per week; high temperatures of 
more than 40 °C for 10 consecutive days in the urban area ; low temperatures of less than -8 °C for more than 5 consecutive days in the urban area ; 
rainstorms, hail, and snowstorms that occur once every 50 years (requires confirmation by the meteorological department); tsunamis; rainstorms, 
hail, and snowstorms that occur once every 20 years (requires confirmation by the meteorological department), the fall of UFOs in the 
 
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sky (affecting construction within the construction scope), and other natural disasters that seriously affect construction (the contractor shall submit 
supporting materials to the employer for approval);
(1) Government actions: including government bans or new laws or regulations that have a significant impact on the performance of the contract; 
war, etc.;
(2) Abnormal social events: including coups, rebellions, riots; demonstrations or strikes that seriously affect construction; major infectious epidemic 
disease prevention and control measures (such as SARS); major fires and explosions caused by reasons other than the contractor.
17.4 Termination of the Contract Due to Force Majeure
After the contract is terminated, the Employer shall complete the payment within 14 days after the payment is agreed or determined.
18. Insurance
18.1 Engineering Insurance
Special Agreement on Engineering Insurance:
a) The contractor must purchase accident insurance for its employees, and purchase insurance for all staff and construction machinery and 
equipment on the construction site, and pay the insurance premium. If necessary, the supervisor may require the contractor to provide relevant 
insurance certificates to confirm that the contractor has handled the matter and paid the relevant fees as required. If the contractor does not purchase 
the required insurance, The Employer may purchase it on their behalf and deduct all the expenses incurred from the project payment due.
b) The Contractor must immediately notify the Employer of any claims and provide detailed information in writing .
18.3 Other Insurance
Regarding other insurance agreements:  The quality warranty period shall be calculated from the date of completion and acceptance of the 
project.  .
Should the contractor purchase property insurance for its construction equipment, etc.:   yes  .
18.7 Obligation to notify
Agreement on the obligation to notify when changing the insurance contract:    Same as general terms    .
20. Dispute Resolution
20.3 Dispute Review
Whether the parties to the contract agree to submit the engineering dispute to the dispute review panel for decision: / .  
20.3.1 Determination of the Dispute Review Panel
Determination of members of the dispute review panel: / .
Deadline for selection of dispute reviewer: / .
Dispute Review Panel members' remuneration will be borne by: / .
Agreements on other matters: / .
20.3.2 Decision of the Dispute Review Panel
Agreement between the parties to the contract regarding this item: / .
 
31

20.4 Arbitration or Litigation
Any dispute arising from the contract and matters related to the contract shall be resolved in accordance with the following method 2 :
( 1 ) Apply for arbitration to the Shanghai Arbitration Commission;
( 2 ) Bring a lawsuit to the people's court in the location of the project.
 
 
 
 
 
32

 
Section 4 Contract Annexes
Appendix 1: Project Quality Warranty
Engineering Quality Warranty
Employer (full name): Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
Contractor (full name): China Jingye Engineering Technology Co., Ltd.
the Civil Code of the People's Republic of China , the Construction Law of the People's Republic of China and the Regulations on Quality 
Management of Construction Projects, the employer and the contractor have signed, by consensus, a project quality warranty for the Wuyuan 
County Four Seasons Qinghua Gongda Comprehensive Practice Education Camp Research Building and Siji Gongda Reception Center Project (full 
name of the project).
1. Scope and content of project quality warranty
During the quality warranty period, the contractor shall bear the responsibility for project quality warranty in accordance with relevant legal 
provisions and contractual agreements.
The scope of quality warranty includes foundation engineering, main structure engineering, roof waterproofing engineering, waterproofing of 
bathrooms, rooms and exterior walls, heating and cooling systems, electrical pipelines, water supply and drainage pipelines, equipment installation 
and decoration engineering, and other items agreed by both parties. The specific warranty content is agreed by both parties as follows: All 
engineering contents within the scope of the contract .
2. Warranty period
According to the "Construction Project Quality Management Regulations" and relevant regulations, the quality warranty period of the project 
is as follows:
1). The foundation engineering and main structure engineering shall meet the reasonable service life stipulated in the design documents;
2). The waterproofing period for roofing projects, bathrooms, rooms and exterior walls with waterproofing requirements is 5 years;
3). The renovation project is 2 years;
4). Electrical pipelines, water supply and drainage pipelines, and equipment installation projects are 2 years;
5). The heating and cooling system has two heating periods and one cooling period;
6). The warranty period for other items is as follows: None .
The quality warranty period shall be calculated from the date of completion and acceptance of the project.
3.
Defect Liability Period
The defect liability period for a project is 24 months, and is calculated from the date the project is completed and accepted . Unit projects 
are accepted before the entire project, and the defect liability period for unit projects is calculated from the date the unit projects are accepted and 
accepted.
After the expiration of the defect liability period, the Employer shall return the remaining quality deposit.
 
33

 
4. Quality warranty responsibility
1）. For items that fall within the scope and content of warranty, the contractor shall respond promptly after receiving the warranty notice 
(during the agreed period: 24 hours for major emergency repairs, 72 hours for general repairs, or subject to Party A’s written notice). If the 
contractor fails to send someone to provide warranty service within the agreed period, the employer may entrust others to repair the items.
2）. If an emergency accident occurs and emergency repairs are required, the contractor shall arrive at the accident site immediately to carry 
out emergency repairs after receiving the accident notification.
3）. For quality problems involving structural safety, they shall be reported immediately to the local construction administrative department 
and relevant departments in accordance with the provisions of the "Construction Project Quality Management Regulations", and safety precautions 
shall be taken. The original designer or a designer with corresponding qualification level shall propose a warranty plan, and the contractor shall 
implement the warranty.
4）. After the quality warranty is completed, the Employer shall organize the acceptance.
5. Warranty Cost
The warranty costs shall be borne by the party responsible for the quality defects.
6. Other project quality warranty matters agreed upon by both parties: / .
The project quality warranty is jointly signed by the employer and the contractor before the project completion acceptance as an annex to the 
construction contract and is valid until the expiration of the warranty period.
 
Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. (Official Seal)
Legal representative:
Agent :
Person in charge:
Contractor: China Jingye Engineering Technology Co., Ltd. (Official Seal)
Legal representative: 
Agent : 
Person in charge: 
 
 
Signing date : 2023  Month Day
 
 
34

 
Appendix 2: Integrity Responsibility Letter
Construction Project Integrity Responsibility Letter
Employer (full name): Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
Contractor (full name): China Jingye Engineering Technology Co., Ltd.
In order to strengthen the construction of clean government, standardize the behaviors of both the Employer and the contractor in various 
activities of construction projects, prevent the occurrence of illegal and disciplinary violations for the pursuit of improper benefits, and protect the 
legitimate rights and interests of the state, the collective and the parties concerned, this clean government responsibility letter is formulated in 
accordance with the relevant national laws and regulations on engineering construction and relevant provisions on clean government construction.
1. Responsibilities of both parties
1.1 The relevant laws, regulations, policies and regulations of the state on construction projects and the various provisions on clean 
government construction should be strictly observed.
1.2 Strictly implement the construction project contract documents and consciously act in accordance with the contract.
1.3 All activities must adhere to the principles of openness, fairness, justice, integrity and transparency (unless otherwise provided by laws 
and regulations), and must not be carried out to obtain improper benefits, damage the interests of the state, the collective and the other party, or 
violate the rules and regulations of construction project management.
1.4 If it is found that the other party has violated regulations, disciplines or laws in its business activities, it should promptly remind the other 
party. If the circumstances are serious, it should be reported to its superior department or relevant departments such as discipline inspection and 
supervision, and justice.
2. Employer's Responsibilities
The leaders of the Employer and the staff engaged in the construction project shall abide by the following provisions before, during and after 
the construction of the project:
2.1 You may not ask for or accept kickbacks, gifts, securities, valuables, benefits, thank-you fees, etc. from contractors and related units.
2.2 The Employer and related entities shall not be reimbursed for any expenses that should be paid by the employer or individuals.
2.3 You shall not request, imply or accept the contractor and related units to provide convenience for personal housing decoration, weddings 
and funerals, work arrangements for spouses and children, and overseas travel and tourism.
2.4 You are not allowed to participate in banquets, fitness, entertainment and other activities organized by contractors and related units that 
may affect the impartial performance of official duties.
 
35

 
2.5 The employer shall not introduce the spouse, children or relatives to the Employer and related units or allow them to participate in 
business activities related to the project construction management contract with the employer; the employer shall not require the contractor and
related units to use certain products, materials or equipment for any reason.
3. Contractor's Responsibilities
The contractor shall maintain normal business relations with the Employer, carry out business work in accordance with relevant laws, 
regulations and procedures, strictly implement relevant principles and policies of engineering construction, implement mandatory standards for 
engineering construction, and abide by the following provisions:
3.1 The Contractor shall not ask for, accept or give any gifts, securities, valuables, kickbacks, benefits, thank-you fees, etc. to the Employer 
and its staff for any reason.
3.2 The contractor and related units shall not be reimbursed for any expenses that should be paid by the other party or individual for any 
reason.
3.3 You shall not accept or imply any convenience for the Employer, related units or individuals in decorating houses, arranging weddings and 
funerals, arranging work for spouse and children, or going abroad or traveling, etc.
3.4 Banquets, fitness, entertainment and other activities that may affect the impartial performance of official duties shall not be organized for 
the Employer, related units or individuals for any reason.
4. Liability for Breach of Contract
4.1 If the staff of the Employer violates the first and second articles of this Responsibility Letter, they shall be dealt with in accordance with 
relevant laws and regulations; if they are suspected of committing a crime, they shall be transferred to the judicial authorities for criminal 
prosecution; if they cause economic losses to the Contractor, they shall be compensated.
4.2 If the staff of the contractor violates the first and third articles of this Responsibility Letter, they shall be dealt with in accordance with 
relevant laws and regulations; if they are suspected of committing a crime, they shall be transferred to the judicial authorities for criminal 
prosecution; if they cause economic losses to the Employer, they shall be compensated.
4.3 This Responsibility Letter, as an integral part of the Construction Project Contract, has the same legal effect as the Construction Project 
Contract and shall take effect immediately after being signed by both parties.
5. Validity period of the letter of responsibility
This responsibility letter is valid from the date of signing by both parties until the project is completed and accepted.
6. Number of copies of the letter of responsibility
This responsibility letter is an annex to the contract, with the same number of copies as the contract and having the same validity.
Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. (Official Seal)
 
36

 
Legal representative:
Authorized agent:
Person in charge:
Contractor: China Jingye Engineering Technology Co., Ltd.(Official Seal)
Legal representative: 
Authorized agent: 
Person in charge: 
Signing date : 2023  Month Day
 
 
 
 
 
 
37

 
Appendix 3: Production Safety Responsibility Agreement
Production Safety Responsibility Agreement
In order to implement the management requirements of safe production and ensure the smooth progress of the project construction, Party A 
and Party B have agreed to the following agreement after consultation:
1. Before the construction begins, the employer shall submit the necessary construction sites to the contractor and clarify the contractor's 
responsibility area and requirements for safety management. The contractor is responsible for the safety management of the construction site and is 
the responsible unit for safety management of the construction site. The contractor must establish a safety guarantee system and submit relevant 
documents to the employer for record.
2. The Employer should actively organize and urge the contractor to carry out safety compliance activities, promptly convey and deploy the 
relevant safety production spirit and requirements of the superior, regularly listen to the contractor's opinions and requirements, and strengthen the 
guidance and coordination of safety production.
3. The Employer is responsible for organizing inspections of the contractor's safe and standardized operations and civilized construction 
conditions, and organizing regular assessments; contractors and relevant personnel who have made outstanding contributions or outstanding 
achievements in production safety should be given commendations and materials. award. If the contractor and relevant personnel violate 
regulations, illegal behaviors and existing problems, and do not actively cooperate in safety production, civilized and other excellence-enhancing 
standard activities, the Employer has the right to stop education, order them to make rectifications within a time limit, and punish the responsible 
unit every time Penalties range from RMB500 to RMB 5,000. For those who fail to make rectifications within the required time limit or fail to make 
rectifications and the circumstances are serious, the responsible unit will be fined RMB10,000 to RMB50,000 each time.
4. If a production accident or major casualties occur on the construction site, the Employer shall send personnel to participate in the 
investigation and handling by the labor administrative department and the judicial organ. The Employer may, according to the consequences and 
impact caused, impose a one-time economic penalty on the responsible unit for breach of contract. The economic penalty for breach of contract 
shall be deducted in accordance with the "Implementation Rules for Safety Deposit of Contracted Projects" (see attachment). The economic losses 
caused by the accident and the joint economic losses caused to the Employer by the contractor's responsibility shall be borne by the contractor.
5. The contractor must strictly implement the laws and regulations on production safety issued by the state and the city, and strictly follow the 
requirements of the Ministry of Construction of the People's Republic of China (Jianbiao (99) No. 79 "Notice on the Issuance of the Industry 
Standard "Construction Safety Inspection Standard"" (No. JGJ59-99) to strengthen internal safety 
 
38

 
management, implement various safety protection measures, and ensure that no major casualties occur during project construction.
6. The contractor shall prepare a construction organization design and construction plan in accordance with the safety operation specifications 
based on the characteristics, nature, scale and construction site conditions of the project, formulate and organize the implementation of various 
construction safety technical measures, and conduct safety and technical briefings to all construction personnel, and strictly carry out construction in 
accordance with the construction organization design and relevant safety requirements.
7. After entering the construction site, the contractor shall clearly identify the first person responsible for safety production at the construction 
site, and assign full-time safety management personnel according to the requirements of Document No. 10 of the General Office of the Ministry of 
Construction in 2000. That is, construction sites with more than 50 construction workers must be assigned full-time safety management personnel; 
construction sites with a construction cost of more than RMB10 million must be assigned 2 to 3 safety production management staff; construction 
sites with a construction cost of more than RMB50 million must set up full-time safety officers according to their professions, and form a safety 
management group to be responsible for the safety production management of the construction site. The list shall be submitted to the Employer for 
filing. The contractor shall establish and improve the safety production guarantee system, implement the safety responsibility system at all levels, 
improve various safety production systems (including reward and punishment systems), and be responsible for the safety production management of 
the unit and the construction responsibility area in accordance with the principle of "whoever constructs is responsible".
8. The contractor shall include the safety production work of each subcontractor and external personnel in the scope of unified management 
of the unit, make clear requirements, and sign a management agreement; strengthen the publicity and education of safe operation, civilized 
construction and self-protection for all construction personnel; do a good job in pre-job safety training, and special workers must be certified before 
taking up their posts; special workers from other provinces and cities who enter the city for construction must also undergo certification education at 
the relevant special operation assessment station in the city, and internship and training personnel are prohibited from working on site. Strictly 
implement various safety operating procedures to ensure construction safety.
9. The contractor must strengthen daily safety inspections in the construction responsibility area in accordance with the principle of "self-
inspection of safety, self-correction of hidden dangers, and self-responsibility", promptly stop and deal with all kinds of illegal acts, and promptly 
implement rectification measures for hidden dangers found to eliminate them.
10. The contractor shall proactively accept the Employer's professional guidance, inspection and supervision on work safety, obey 
management, actively implement and participate in the Employer's work arrangements and organized activities, and request a review if he has any 
objection 
 
39

 
to the economic treatment given by the Employer for breach of contract. He has the right to report and request handling for the Employer's staff's 
illegal acts of abusing their power for personal gain, fraud, and intentional obstruction.
11. If a safety accident or casualties occur due to the contractor's negligence in management and illegal operations, the contractor should 
actively rescue the injured and protect the scene, and at the same time, report the safety accident to the employer and the local labor administrative
department in strict accordance with the prescribed time limit, and shall not delay or conceal the report.
12. For the relevant clauses not mentioned in this agreement, Party A and Party B may negotiate and supplement and modify them as needed. 
If there are any inconsistencies with the relevant laws and regulations of the country and the city, they shall be implemented in accordance with the 
relevant laws and regulations of the country and the city.
13. The contractor should accept the supervision, inspection and guidance of the security department of the contracting party and actively 
implement the rectification instructions issued by the security department of the contracting party.
14. This Agreement, as an annex to the engineering contract between Party A and Party B, shall come into effect after the signing of the 
engineering contract and shall have the same legal effect as the engineering contract. This Agreement shall terminate upon the expiration of the 
engineering contract.
 
Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. (Official Seal) 
Legal representative:
Authorized agent:
Person in charge:
Contractor: China Jingye Engineering Technology Co., Ltd.(Official Seal)
Legal representative: 
Authorized agent: 
Person in charge: 
 
Signing date : 2023  Month Day
 
 
 
 
 
40

 
Appendix 4: Civilized Construction Responsibility Agreement
Civilized Construction Responsibility Agreement
In order to implement the "Construction Site Management Regulations for Construction Projects" and the " Interim Regulations on Civilized 
Construction Management for Construction Projects in Jiangxi Province " of the Ministry of Construction, and earnestly carry out civilized 
construction within the construction area of the project, Party A and Party B have agreed through consultation to clarify their respective 
responsibilities in civilized construction and civilized construction management, and have signed the following agreement.
1. Both parties agree that in project management and construction, we must adhere to the principle of social benefits first, economic benefits 
and social benefits being consistent, "convenient for people's lives, conducive to the development of production, and protection of the ecological 
environment", and adhere to the purpose of convenience, benefit and service for the people. Carry out civilized construction in project construction.
2. Both parties shall conscientiously implement the principle of civilized construction of "the Employer is responsible, the construction unit 
implements, and the local government supervises". The Employer's project management team will take the lead on site to establish a civilized 
construction management team with the participation of the three parties, responsible for daily management and coordination, and strive to create a 
civilized construction site. The Employer shall organize, guide, inspect, assess, and carry out selection and evaluation work in accordance with the 
city's regulations on creating civilized construction sites, and the implementation of the creation activities shall be the responsibility of the 
contractor.
3. The contractor shall formulate various civilized construction measures in its construction outline in light of the actual conditions of the 
project and implement the following relevant requirements:
1). Construction nameplates must be set up at the construction site in accordance with regulations, and all construction management and 
operating personnel must wear badges when on duty.
2). Separation facilities must be set up between the construction area and the non-construction area in accordance with regulations, and they 
must be continuous, stable, clean, beautiful and have smooth lines. If the enclosure facilities in the construction area are damaged, they must be 
repaired in time.
3). The road sections under construction should have lanes and sidewalks wide enough for vehicles to pass through, as well as safe paths for 
residents along the street. Traffic signs (plates) should be set up at all intersections of the construction roads in accordance with regulations, and 
warning lights and lighting should be set up at night to facilitate the passage of vehicles and pedestrians. In case of typhoons or rainstorms, people 
should be assigned to be on duty to ensure safety.
 
41

 
4). Practical temporary drainage and flood prevention measures must be implemented during construction. Discharge into the passageway is 
prohibited, and muddy water and cement slurry water are prohibited from being discharged directly into the sewer without sedimentation.
5). The layout of the construction site should be reasonable, and all kinds of materials, equipment, prefabricated components (including 
earthwork) should be stacked in an orderly manner without encroaching on the roadway or sidewalk. During construction, the protection of various 
pipelines should be strengthened.
6). Effective measures must be taken during construction to prevent debris from spilling, mud and wastewater from overflowing, control dust 
flying, reduce pollution to the city's environment caused by construction, and strictly control noise.
7). In order to cooperate with the implementation of the national and Jiangxi provincial requirements for environmental protection and 
pollution reduction, the contractor must entrust the government environmental protection supervision department to conduct a test on noise, dust 
and wastewater during the construction process from May to August each year, issue a corresponding test report, and submit it to the Employer for 
filing.
8). If it is found that the contractor has not carried out the above-mentioned environmental protection test work, such test work shall be 
handled by the Employer and the cost shall be borne by the contractor at double the cost.
4. The contractor shall be responsible for the environmental sanitation of the construction area and living area, establish and improve relevant
rules and regulations, and implement the responsibility system. Ensure that the "five small" living facilities are complete and meet the requirements 
of the regulations.
5. The Employer shall provide regular guidance to the contractor in carrying out the work of creating a civilized construction site, organize 
regular inspections, and promptly notify the contractor to make corrections to any problems it has. The contractor shall also have the right to impose 
a fine of RMB 500 to RMB 5,000 on the responsible unit each time for breach of contract and take enhanced rectification measures. For those who 
fail to make corrections within the required time limit or make ineffective corrections, and where the circumstances are serious, the responsible unit 
shall be fined RMB 10,000 to RMB 50,000 each time. The costs incurred for rectification shall be deducted from the security deposit, with a 
maximum limit of RMB 100,000.
6. The contractor shall be borne by any economic penalties imposed on him due to his violation of civilized construction management 
requirements and his being discovered by relevant departments of the local government, as well as any economic losses suffered by the employer as 
a result.
7. This Agreement, as an annex to the engineering contract between Party A and Party B, shall come into effect after the engineering contract 
is formally signed and shall have the same legal effect as the engineering contract. This Agreement shall terminate upon the expiration of the 
engineering contract.
 
42

 
 
Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. (Official Seal) 
Legal representative :
Agent :
Person in charge:
Contractor: China Jingye Engineering Technology Co., Ltd.( Official Seal )
Legal representative : 
Agent : 
Person in charge:     
 
Signing date : 2023  Month Day
 
 
 
 
 
 
 
43

 
Appendix 5: Public Security and Fire Prevention Responsibility Agreement
Public security and fire prevention responsibility agreement
In order to effectively improve the public security and fire prevention work during the construction project and ensure the public security 
stability and fire safety of the construction site, according to the provisions of the " Regulations on Social Security Prevention Responsibilities of 
Jiangxi Province ", after consultation between Party A and Party B, the rights and obligations of both parties in public security prevention and fire 
safety are clarified:
I. Rights and obligations of the Employer
1). When signing a construction contract with a contractor, the employer shall hand over the contractor's written version of the "Construction 
Site Security and Fire Prevention Management Specifications" (attached below) to clarify requirements, implement responsibilities, and strengthen 
guidance.
2). The Employer shall promptly communicate to the Contractor the relevant requirements and information of the superior public security 
departments and superior units on the public security and fire prevention work at the construction site, regularly listen to the Contractor's situation 
and opinions on the public security and fire prevention work, and provide guidance and coordination.
3). The Employer has the right to inspect the implementation of public security and fire prevention work by the Contractor, and has the right 
to educate, stop and order the Contractor's personnel to rectify any violations of regulations and laws and related issues within a time limit, and if 
necessary, give them corresponding economic treatment (RMB500 to RMB1,000 each time) according to the breach of contract.
4). The contractor's illegal acts that the employer has the right to take economic action against include:
(1) Using liquefied gas cylinders or illegally storing flammable and explosive dangerous goods without the approval of the public security 
fire department, but without causing any consequences.
(2) Failure to strictly follow the Company's "Regulations on the Management of Open Flames at Construction Sites" (attached below) in 
conducting open flame operations and no consequences have been caused.
(3) Illegal acts that affect the public security and order of the construction site, such as gang fights, gambling, watching pornographic videos, 
etc., and illegal mixing of men and women in dormitories.
(4) Violation of the “Safety Management Regulations for Electricity Use at Construction Sites” (attached below) in the use of electricity, such
as the use of electric stoves, kerosene stoves, electric blankets, electric irons, and other types of electric heaters with open flames without 
 
44

 
authorization, or the use of high-energy-consuming lamps for heating or baking, or illegal smoking in fire-prohibited areas.
5). If the contractor commits a serious crime or a serious fire accident in its area of responsibility, the public security and judicial departments 
shall investigate and deal with it. However, the Employer may exercise the right to veto the selection of advanced collectives and individuals 
against the contractor or the first responsible person for public security and fire prevention according to the consequences and impact caused. At the 
same time, the contractor may also be subject to a one-time liability breach of contract economic punishment of RMB 2,000 to RMB50,000.
6). The economic settlement of the contractor's liability breach shall be made by the Employer in a written notice to the contractor for 
approval. The settlement fee shall be directly deducted from the contractor's engineering payment.
7). According to the needs of the entire construction site security, if it is necessary to add or hire security guards, the Employer may decide on 
the implementation plan based on the principle of "consultation and centralization". The cost shall be shared by the construction units involved 
according to actual needs, and the contractor shall not shirk the responsibility.
II. Rights and Obligations of the Contractor
1). After entering the construction site, the contractor shall promptly and clearly identify the first responsible persons for site security and fire 
prevention, including full-time (part-time) security and fire fighting cadres and the security and protection organization network, and report them in 
writing to the Employer for record.
2). During the construction period, the contractor must abide by and implement the laws and regulations on public security and fire protection 
promulgated by the state and the city, conscientiously implement the "Construction Site Public Security and Fire Protection Management 
Standards" formulated by the Employer, obey management, and be fully responsible for the public security stability and fire safety in the 
responsible area to ensure that no major public security, criminal cases or fire accidents occur.
3). In addition to accepting the leadership of its superior unit, the contractor's public security and fire prevention work should also actively 
accept the business guidance, supervision and inspection of the Jiangxi Urban Rail Transit Public Security Bureau and the Employer. The contractor 
should actively implement the "creation of a public security qualified construction site" and other tasks assigned by the public security organs and 
the Employer. For various hidden dangers found by the public security departments and the contractor during the inspection, rectification 
 
45

 
should be organized or corresponding preventive measures should be taken within the prescribed period to ensure safety.
4). Once a public security, criminal case or fire accident occurs on the construction site, the contractor shall, while actively handling and 
protecting the site, immediately report to the public security department and the Employer and accept investigation and handling. The losses caused 
(including to the Employer) shall be borne by the contractor.
5). If the contractor has any objection to the economic treatment of liability for breach of contract due to illegal behavior, he may file an 
appeal and request a review. If he finds that the Employer's staff has abused their power, engaged in malpractice for personal gain, deliberately 
made things difficult, etc., he has the right to report it to the Employer's leaders or relevant authorities and request a handling.
6). The contractor should accept the supervision, inspection and guidance of the Employer’s security department and actively implement the 
rectification instructions issued by the contractor’s security department.
III. Others
1). For the relevant clauses not mentioned in this agreement, Party A and Party B may negotiate and supplement and modify them as needed. 
If there are any inconsistencies with the relevant laws and regulations of the state and the city, they shall be implemented in accordance with the 
relevant regulations of the state and the city.
2). This Agreement, as an annex to the Project Contract, shall come into effect after the Project Contract is formally signed and shall have the 
same legal effect as the Project Contract. This Agreement shall terminate upon the expiration of the Project Contract.
 
 
Employer: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. (Official Seal)
Legal representative :
Agent :
Person in charge:
 
Contractor: China Jingye Engineering Technology Co., Ltd.( Official Seal )
Legal representative : 
Agent : 
Person in charge: 
 
Signing date : 2023  Month Day
 
 
46

 
Appendix 6: List of main construction management personnel of the contractor
List of main construction management personnel of the contractor
name
Name
Position
job title
Main qualifications, experience and projects 
undertaken
1. Headquarters Staff
Project Director
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
2. On-site personnel
project manager
 
 
 
 
Deputy Project Manager
 
 
 
 
Technical director
 
 
 
 
Cost Management
 
 
 
 
Quality Control
 
 
 
 
Materials Management
 
 
 
 
Program Management
 
 
 
 
Security Management
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: The staffing standards for the project site management organization are not lower than the standard requirements specified in the "Guidelines 
for Staffing Key Positions in Construction Site Project Management Organizations of Construction Enterprises in Jiangxi Province".
 
 
47

 
Appendix 7: List of main construction management personnel of subcontractors
Table of main construction management personnel of subcontractors
name
Name
Position
job title
Main qualifications, experience and projects 
undertaken
1. Headquarters Staff
Project Director
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
2. On-site personnel
project manager
 
 
 
 
Deputy Project Manager
 
 
 
 
Technical director
 
 
 
 
Cost Management
 
 
 
 
Quality Control
 
 
 
 
Materials Management
 
 
 
 
Program Management
 
 
 
 
Security Management
 
 
 
 
Other Personnel
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48

 
 
Appendix 8: Performance Guarantee
Performance guarantee in bank format
 
 
49

 
Appendix 9: Advance Payment Guarantee (No advance payment for this project)
Advance payment guarantee
 Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. (Name of Employer):
 
According to China Jingye Engineering Technology Co., Ltd. (Contractor's name) (hereinafter referred to as the "Contractor") and  Wuyuan 
Siji Gongda Study Camp Travel Development Co., Ltd.  (Name of Employer) (hereinafter referred to as “Employer”)     YY/MM    Signed on   
(Project Name) Construction Project Construction Contract, the contractor submits an advance payment guarantee to you in the agreed amount, 
which means that you are entitled to receive an advance payment of the same amount. We are willing to provide a joint and several liability 
guarantee for the contractor for the advance payment you provide to the contractor.
1. Guarantee amount in RMB (in capital letters)                 (¥             ).
2. The guarantee is valid from the time the advance payment is paid to the contractor until the progress payment certificate issued by you 
indicates that the progress payment has been fully deducted.
3. During the validity period of this letter of guarantee, if the contractor violates the obligations stipulated in the contract and demands to 
recover the advance payment, we will unconditionally pay it within 7 days after receiving your written notice. However, the guaranteed amount of 
this letter of guarantee shall not exceed the amount of the advance payment at any time minus the amount deducted by you in the progress payment 
certificate issued to the contractor in accordance with the contract.
4. When you and the contractor modify the contract as agreed upon in the contract, our obligations under this letter of guarantee remain 
unchanged.
5. Any dispute arising from this letter of guarantee may be settled through negotiation between the two parties. If the negotiation fails, either 
party may file a claim for        Arbitration by the Arbitration Committee.
6. This letter of guarantee shall take effect on the date when it is signed by the legal representative of our company (or its authorized agent) 
and affixed with the official seal.
 
Guarantor:                          (Stamp of the unit)
Legal representative or his authorized agent:            (signature)
Address:                   
Postal code:                   
Telephone:                   
Fax:                   
 
50

 
                           YY/MM/DD
 
 
51

 
Appendix 10: Payment Guarantee 
Payment Guarantee
   China Jingye Engineering Technology Co., Ltd.  (contractor):
 
Since you, as the contractor, have   Wuyuan County Four Seasons Gongda Research and Travel Development Co., Ltd.  (Name of 
Employer) (hereinafter referred to as “Employer”)   Year   moon    Signed on             (Project Name) Construction Project Construction Contract 
(hereinafter referred to as the "Main Contract"), upon the request of the Employer, we are willing to provide you with the following guarantees in 
the form of a guarantee for the Employer to fulfill its obligation to pay the construction fee as agreed in the Main Contract:
1. Scope and amount of guarantee
1). The scope of our guarantee is the project payment agreed in the main contract.
2). The project payment agreed in the main contract as mentioned in this letter of guarantee refers to the contract price agreed in the main 
contract excluding the project quality guarantee deposit.
3). The amount we guarantee is the engineering payment agreed in the main contract.      %, the maximum amount shall not exceed RMB (in 
capital letters:        ).
2. Guarantee Method and Guarantee Period
1）. Our guarantee method is: joint and several liability guarantee.
2）. The period of our guarantee is: from the date of entry into force of this contract to the date after the payment of the engineering fee 
agreed in the main contract is completed.    Intraday.
3）. If you and the Employer agree to change the payment date of the project funds, the guarantee period will be adjusted accordingly based 
on the changed payment date with our written consent.
3. Forms of Assuming Guarantee Liability
The form of our guarantee liability is payment on your behalf. If the Employer fails to pay the project fee to you as agreed in the main 
contract, we will pay on your behalf within the guarantee amount.
4.Compensation Arrangements
1). If you require us to assume the guarantee liability, you should send us a written claim notice and the evidence that the Employer has not 
paid the engineering fee agreed in the main contract. The claim notice should state the amount of the claim and the account to which the payment 
should be made.
 
52

 
2). If a dispute arises between you and the Employer over the quality of the project and the Employer refuses to pay you for the project, if 
you require us to fulfill our guarantee responsibility and make payment on your behalf, you must provide quality description materials issued by a 
project quality inspection agency that meets the corresponding requirements.
3). We will make unconditional payment within 7 days after receiving your written notice of claim and relevant supporting documents.
5.Release of Guarantee Liability
1). If you do not assert the guarantee liability to us in writing within the guarantee period promised in this letter of guarantee, our guarantee 
liability will be terminated from the day after the expiration of the guarantee period.
2). If the Employer has fulfilled all payment obligations for the project as agreed in the main contract, our guarantee liability will be 
terminated from the day after the expiration of the guarantee period promised in this letter of guarantee.
3). When the amount we pay to you for fulfilling our guarantee obligation in accordance with this letter of guarantee reaches the guaranteed 
amount of this letter of guarantee, our guarantee obligation will be released from the date we pay you (the payment is debited from our account).
4). In accordance with the provisions of laws and regulations or other circumstances that should relieve our guarantee liability, our guarantee 
liability under this letter of guarantee shall also be relieved.
5). After we release our guarantee responsibility, you should  Please return the original copy of this letter of guarantee to us within one 
working day.
6.Disclaimer
1). If the Employer is unable to perform its obligations due to your breach of contract, we will not bear any guarantee liability.
2). If the Employer is exempted from part or all of its obligations in accordance with the provisions of laws and regulations or other 
agreements between you and the Employer, we will also be exempted from its corresponding guarantee liability.
3). If you and the Employer agree to change the main contract, and if the Employer's responsibilities are increased, which results in an 
increase in our guarantee liability, you must obtain our written consent. Otherwise, we will no longer bear the increased guarantee liability. 
However, the changes agreed upon in Article 10 [Changes] of the main contract are not subject to this clause.
4). If the Employer is unable to perform its obligations due to force majeure, we will not bear any guarantee liability.
 
53

 
7. Dispute Resolution
Any disputes arising from this letter of guarantee or matters related to this letter of guarantee may be settled through negotiation between the 
two parties. If the negotiation fails, the following provisions shall apply:     2 Ways to solve:
(1) Apply for arbitration to the Shanghai Arbitration Commission;
(2) File a lawsuit with the Shanghai Jing’an District People’s Court.
8. Effectiveness of Letter of Guarantee
This letter of guarantee shall come into effect on the date when it is signed by the legal representative of our company (or its authorized agent) 
and stamped with the official seal.
 
guarantor:                                   (stamp)
Legal representative or authorized agent:                   (signature)
address:                                        
postal code:                                        
fax:                                        
 
                          YY/MM/DD  
 
54

Exhibit 4.34
English Translation
 
THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 
EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR 
CONFIDENTIAL.
 
Wuyuan County Siji Qinghua Gongda Comprehensive Practice Education Camp Research Building, Siji 
Gongda Reception Center Project Construction Contractual Supplements
 
 
Party A: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd.
Party B:  China Jingye Engineering Technology Co., Ltd.
 
After voluntary and equal consultation, Party A and Party B have reached an agreement on the research and study complex building of the 
Siji Qinghua Gongda Comprehensive Practice Education Camp in Wuyuan County,  Siji Gongda Reception Center Project. This Supplementary 
Agreement is signed to change the contents of the construction project contract.  This agreement, together with the previously signed contract for 
the construction of the Wuyuan County Siji Qinghua Gongda Comprehensive Practice Education Camp Research Building and Siji Gongda 
Reception Center Project (hereinafter referred to as the original contract), constitutes the entire content of the cooperation between the two parties 
on this matter .
1. Additional contents of the supplementary agreement and project price
The tentative total cost of the additional project in this supplementary agreement (including 9% tax): RMB25.42 million, written in words as: 
twenty-five million four hundred and twenty thousand yuan, of which:
Add outdoor supporting projects, with a tentative amount of RMB6.87 million, and the comprehensive unit price for settlement is as shown 
in Appendix 1: Outdoor supporting projects,  the quotation list shall prevail, and the project quantity shall be settled based on the actual amount.
2). Add the indoor decoration project of the comprehensive building, with a tentative amount of RMB3.96 million, and the comprehensive 
unit price of the settlement is as follows:
The quotation list of interior decoration project shall prevail, and the project quantity shall be settled based on the actual amount;

3). Add the indoor decoration project of the reception center, with a tentative amount of RMB14.59 million, and the comprehensive unit price 
of the settlement is as follows:
The list of interior decoration works of the center will be reduced by 7%, and the project volume will be settled based on the actual amount.
2. Payment Method of Supplementary Agreement
1). Advance payment: 30% of the tentative total cost of the supplementary project; payment shall be made within 7 days after the signing of 
this supplementary agreement;
2). Monthly progress payment: 70% of the actual completed work volume as verified and approved by the supervision unit, cost consulting 
unit, and the construction unit;
3.) Acceptance payment: 85% of the audited budget amount will be paid after the project construction is completed and accepted;
4). Upon completion of the project settlement review, payment will be made up to 97% of the settlement approved amount. The remaining 
3% of the settlement approved amount will be retained as a quality guarantee for a period of two years. After this period, if no quality issues are 
identified, the owner will make an interest-free payment of the retained amount;
5). Party B shall issue the VAT Special Invoice for the corresponding amount.
3.Any content not mentioned in this Agreement shall be implemented in accordance with the original contract. If the provisions of this 
Agreement are inconsistent with the original contract, this Agreement shall prevail. 
4.This agreement is made in four copies, two for Party A and two for Party B. It will come into effect after being signed and sealed by both 
parties and has the same legal effects.
 
Appendix 1: Quotation list for outdoor supporting projects;
Appendix 2: Quotation list for interior decoration of comprehensive building;
Appendix 3: List of interior decoration projects of the reception center.
 
 
 
 

Party A: Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd.
Legal representative or his authorized agent:            (signature)
Agent :
Person in charge:
Date:
 
 
 
Party B:  China Jingye Engineering Technology Co., Ltd.
Legal representative or his authorized agent:            (signature)
Agent :
Person in charge:
Date:
 

 
Exhibit 8.1
List of major subsidiaries, VIEs and VIEs' subsidiaries
Subsidiaries
 
Place of Incorporation
 
 
 
Four Seasons Education (Hong Kong) Limited 
 
Hong Kong
 
 
 
Shanghai Fuxi Information Technology Service Co., Ltd. 
 
PRC
 
 
 
Wuyuan Sijijiaozhong Tourism Inv Mgt Co., Ltd.
 
PRC
 
 
 
Wuyuan Siji Gongda Study Camp Travel Development Co., Ltd. 
 
PRC
 
 
 
Variable interest entities
 
Place of Incorporation
 
 
 
Shanghai Luoliang Network Technology Co., Ltd.  
 
PRC
 
 
 
Shanghai Four Seasons Education Investment Management Co., Ltd. 
 
PRC
 
 
 
VIE's subsidiaries
 
Place of Incorporation
 
 
 
Wufeng Siji Xuezhi Education Management Co., Ltd. 
 
PRC
 
 
 
Shexian Siji Xingzhi Culture Development Co., Ltd. 
 
PRC
 
 
 
Shanghai Huangpu Fantasy Further Education School
 
PRC
 
 
 
Shanghai Jing'an Four Seasons Intellectual Sports Club 
 
PRC
 
 
 
Chongqing Jingzhan Technology Training Center Co., Ltd. 
 
PRC
 
 
 
Shanghai Jiahe International Tourism Co., Ltd.
 
PRC
 
 
 
Shanghai Zihua International Travel Service Co., Ltd.
 
PRC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Yi Zuo, certify that:
1.	
I have reviewed this annual report on Form 20-F of Four Seasons Education (Cayman) Inc. (the “Company”);
2.	
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered 
by this report;
3.	
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.	
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 
15d-15(f)) for the company and have:
(a)	 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us 
by others within those entities, particularly during the period in which this report is being prepared;
(b)	 Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements 
for external purposes in accordance with generally accepted accounting principles;
(c)	 Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; 
and
(d)	 Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by 
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial 
reporting; and
5.	
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to 
the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a)	 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)	 Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal 
control over financial reporting.
 
 
Date:
  June 27, 2024
 
   
By:
  /s/ Yi Zuo
Name:   Yi Zuo
Title:
  Chief Executive Officer
 
 

 
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Xun Wang, certify that:
1.	
I have reviewed this annual report on Form 20-F of Four Seasons Education (Cayman) Inc. (the “Company”);
2.	
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered 
by this report;
3.	
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.	
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 
15d-15(f)) for the company and have:
(a)	 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 
supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us 
by others within those entities, particularly during the period in which this report is being prepared;
(b)	 Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements 
for external purposes in accordance with generally accepted accounting principles;
(c)	 Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; 
and
(d)	 Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by 
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial 
reporting; and
5.	
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to 
the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a)	 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are 
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)	 Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal 
control over financial reporting.
 
 
Date:
  June 27, 2024
 
   
By:
  /s/ Xun Wang
Name:   Xun Wang
Title:
  Vice President of Finance
 
 

Exhibit 13.1
 
 
Certification by the Principal Executive Officer 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Four Seasons Education (Cayman) Inc. (the “Company”) on Form 20-F for the year ended February 29, 
2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Zuo, Director and Chief Executive Officer of the 
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the 
Company.
 
Date: June 27, 2024
 
  
By:
 /s/ Yi Zuo
Name:  Yi Zuo
Title:
 Chief Executive Officer
 

Exhibit 13.2
 
Certification by the Principal Financial Officer 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Four Seasons Education (Cayman) Inc. (the “Company”) on Form 20-F for the year ended February 29, 
2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xun Wang, Vice President of Finance of the Company, 
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the 
Company.
 
Date: June 27, 2024
 
  
By:
 /s/ Xun Wang
Name:  Xun Wang
Title:
 Vice President of Finance
 

Exhibit 15.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Four Seasons Education (Cayman) Inc. on Form S-8 (File No. 333-224308) 
of our report dated June 27, 2024 with respect to our audits of the consolidated financial statements of Four Seasons Education (Cayman) Inc. as of 
February 29, 2024 and February 28, 2023 and for each of the three years in the period ended February 29, 2024 appearing in the Annual Report on Form 
20-F of Four Seasons Education (Cayman) Inc. for the year ended February 29, 2024. 
/s/ Marcum Asia CPAs LLP
 
Marcum Asia CPAs LLP
New York, NY
June 27, 2024
 

 
Exhibit 15.3
 
Four Seasons Education (Cayman) Inc.
Room 1301, Zi'an Building
309 Yuyuan Road, Jing'an District
Shanghai 200040
People’s Republic of China
   
   
   
   
27 June 2024
Dear Sirs
Four Seasons Education (Cayman) Inc.
We have acted as legal advisers as to the laws of the Cayman Islands to Four Seasons Education (Cayman) Inc., an exempted company with limited 
liability incorporated in the Cayman Islands (the "Company"), in connection with the filing by the Company with the United States Securities and 
Exchange Commission (the "SEC") of an annual report on Form 20-F for the year ended 29 February 2024 (“Form 20-F”).
We hereby consent to the reference of our firm under the heading "Item 10. Additional Information – E. Taxation – Cayman Islands Taxation" in the Form 
20-F.
We consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report. In giving such consent, we do not thereby admit that we 
come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or under the Securities 
Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP

Exhibit 15.4
June 27, 2024 
Four Seasons Education (Cayman) Inc. 
Room 1301, Zi'an Building
309 Yuyuan Road, Jing'an District
Shanghai 200040
People’s Republic of China 
 
Dear Sirs, 
 
We consent to the reference to our firm under “Item 3. Key Information - Our Holding Company Structure and Contractual Arrangements with the VIEs”, 
“Item 3. Key Information - Permissions Required from the PRC Authorities for Our Operations and those of the VIEs”, “Item 3. Key Information - D. Risk 
Factors - Risks Related to Our Business” and “Item 4. Information on the Company - C. Organizational Structure” in Four Seasons Education (Cayman) 
Inc.’s Annual Report on Form 20-F for the year ended February 29, 2024, which will be filed with the Securities and Exchange Commission (the “SEC”) in 
June 2023. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report on Form 20-F for the year ended February 
29, 2024. 
 
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities 
Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder. 
 
 
 
Yours faithfully, 
 
 
/s/ Fangda Partners
Fangda Partners

 
Exhibit 97.1
 
FOUR SEASONS EDUCATION (CAYMAN) INC.
CLAWBACK POLICY
1.
PURPOSE
Four Seasons Education (Cayman) Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders 
to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance 
compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the 
recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial 
statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This 
Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules 
promulgated thereunder, and Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing 
Standards”).
2.
ADMINISTRATION
This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any 
determinations made by the Compensation Committee shall be final and binding on all affected individuals.
3.
COVERED EXECUTIVES
This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in 
accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities 
exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be 
deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and 
enforceable against all Covered Executives.
Each Covered Executive shall be required to sign and return to the Company the Acknowledgement and Acceptance Form attached 
hereto as Exhibit A pursuant to which such Covered Executive will acknowledge that he or she is bound by the terms of this Policy; 
provided, however, that this Policy shall apply to, and be enforceable against, any Covered Executive and his or her successors (as specified 
in this Policy) regardless of whether or not such Covered Executive properly signs and returns to the Company such Acknowledgement and 
Acceptance Form and regardless of whether or not such Covered Executive is aware of his or her status as such.  
4.
RECOUPMENT; ACCOUNTING RESTATEMENT
In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s 
material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement (i) 
to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would 
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an 
“Accounting Restatement”), the Compensation Committee will reasonably promptly 
 

 
require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as 
a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based 
Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company 
is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within 
or immediately following those three (3) completed fiscal years. The “date on which the Company is required to prepare an Accounting 
Restatement” is the earlier to occur of (a) a committee of the Board, or the officer or officers of the issuer authorized to take such action if 
Board action is not required, concludes or reasonably should have concluded that the Company is required to prepare an Accounting 
Restatement, or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement, 
in each case regardless of if or when the restated financial statements are filed.
5.
INCENTIVE-BASED COMPENSATION
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based 
wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that 
are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size 
of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on 
satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation 
rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure 
performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part 
based on satisfaction of a financial reporting measure performance goal. 
Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses 
paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment 
period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based 
equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a 
financial reporting measure performance goal.  
A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles 
used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net 
income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; 
operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover 
rates); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and 
adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested 
capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an 
accounting restatement; revenue per user, or average revenue per user, where revenue is subject to an accounting restatement; cost per 
employee, where cost is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the 
Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.
6.
OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY
The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-
Based Compensation that otherwise would have been received had it been 
	
2	

 
determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based 
Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-
based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that 
period.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded 
compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be 
based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the 
Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable 
estimate and provide such documentation to NYSE.
7.
METHOD OF RECOUPMENT
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment 
hereunder which may include, without limitation:
•
requiring reimbursement of cash Incentive-Based Compensation previously paid;
•
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-
based awards granted as Incentive-Based Compensation;
•
offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered 
Executive;
•
cancelling outstanding vested or unvested equity awards; and/or
•
taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee.
8.
LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS 
The right to recovery will be limited to Overpayments received during the three (3) completed fiscal years prior to the date on 
which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s 
fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the Company be required to award 
Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based 
Compensation payment.
9.
NO INDEMNIFICATION
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based 
Compensation.
10.
INTERPRETATION
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, 
appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with 
the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange 
Commission or NYSE. 
	
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11.
EFFECTIVE DATE
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based 
Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). 
Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this 
Policy) on or after October 2, 2023. 
12.
AMENDMENT; TERMINATION
The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.
13.
OTHER RECOUPMENT RIGHTS
The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that 
any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or 
after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by 
the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of 
recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award 
agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.
14.
IMPRACTICABILITY
The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the 
Compensation Committee determines such recovery would be impracticable because:
•
The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before 
concluding that the Company would be impracticable to recover any amount of erroneously awarded compensation based 
on expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded 	
compensation, document such reasonable attempt(s) to recover, and provide that documentation to NYSE;
•
Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022. 
Before concluding that the Company would be impracticable to recover any amount of erroneously awarded compensation 
based on violation of home country law, the Company must obtain an opinion of home country counsel acceptable to 
NYSE that recovery would result in such a violation, and must provide such opinion to NYSE; or
•
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to 
employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations 
thereunder. 
15.
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators 
or other legal representatives.
	
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EXHIBIT A
ACKNOWLEDGEMENT AND ACCEPTANCE FORM
Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed 
to such terms in the Clawback Policy (the “Policy”) of Four Seasons Education (Cayman) Inc. (the “Company”). By signing below, the
undersigned executive officer (the “Covered Executive”) acknowledges and confirms that the Covered Executive has received and reviewed 
a copy of the Policy and, in addition, the Covered Executive acknowledges and agrees as follows:
(a) the Covered Executive is and will continue to be subject to the Policy and the Policy will apply both during and after the
Covered Executive’s employment with the Company;
(b) to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award 
agreement or similar agreement that the Covered Executive is a party to with the Company and the Policy shall apply and govern Incentive-
Based Compensation received by any Covered Executive, notwithstanding any contrary or supplemental term or condition in any document, 
plan or agreement, including, without limitation, any employment contract, indemnification agreement, equity agreement, or equity plan 
document;
(c) the Covered Executive shall abide by the terms of the Policy, including, without limitation, by returning any Overpayment to the 
Company to the extent required by, and in a manner permitted by, the Policy;
(d) any amounts payable to the Covered Executive, including any Incentive-Based Compensation, shall be subject to the Policy as 
may be in effect and modified from time to time in the sole discretion of the Compensation Committee or as required by applicable law or the 
requirements of the listing standards of the New York Stock Exchange, and that such modification will be deemed to amend this 
acknowledgment;
(e) the Company may recover any Overpayment through any method of recoupment the Compensation Committee deems 
appropriate, and the Covered Executive agrees to comply with any request or demand for repayment by the Company in order to comply with 
the Policy; 
(f) the recovery of Overpayment under this Policy will not give rise to any right to voluntarily terminate employment for “good 
reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the 
Company; 
(g) the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the 
Covered Executive by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned by 
the Covered Executive to the Company prior to the date that any subsequent amount becomes payable to the Covered Executive; and
(h) any assertion or application of any rights under federal, state, local or foreign law or in contract or equity that would otherwise 
conflict with or narrow the Company’s authority to interpret, apply and enforce the Policy to its fullest extent, including but not limited to, 
the Company’s authority to withhold or divert wages pursuant to the Policy, is hereby waived by the Covered Executive.
This Policy shall apply to, and be enforceable against, any Covered Executive and his or her successors (as specified in this Policy) 
regardless of whether or not such Covered Executive properly signs and returns to the Company such Acknowledgement and Acceptance 
Form and regardless of whether or not such Covered Executive is aware of his or her status as such.