As filed with the Securities and Exchange Commission on September 16, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
First High-School Education Group Co., Ltd.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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No. 1, Tiyuan Road, Xishan District,
Kunming, Yunnan Province 650228,
Peoples Republic of China
(Address of Principal Executive Offices and Zip Code)
2021 Share
Incentive Plan
(Full title of the Plan)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800)
221-0102
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
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Lidong Zhu
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Dan Ouyang, Esq.
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Chief Financial Officer
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Wilson Sonsini Goodrich & Rosati
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First High-School Education Group Co., Ltd.
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Professional Corporation
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No. 1, Tiyuan Road, Xishan District,
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Unit 2901, 29F, Tower C, Beijing Yintai Centre
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Kunming, Yunnan Province 650228,
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No. 2 Jianguomenwai Avenue
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Peoples Republic of China
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Chaoyang District, Beijing 100022
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(86) 871-6515-5502
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Peoples Republic of China
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(86) 10-6529-8300
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered(1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.00001 per
share
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3,524,435(3)(4)
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US$1.35(3)
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US$4,757,987.25
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US$519.10
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(1)
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The Class A ordinary shares of First High-School Education Group Co., Ltd. (the Company or
Registrant) may be represented by the Registrants American Depositary Shares (ADSs), each of which represents three Class A ordinary shares. The Registrants ADSs issuable upon deposit of the Class A
ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-252488).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
registration statement covers an indeterminate number of additional shares of the Registrant, which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2021 Share Incentive Plan
(the 2021 Plan).
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(3)
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Represents the maximum aggregate number of Class A ordinary shares underlying the share awards to be
granted pursuant to the 2021 Plan as of the date of this registration statement. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule
457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on the New York Stock Exchange on September 13, 2021.
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(4)
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Any Class A ordinary shares covered by an award granted under the 2021 Plan (or portion of an award) that
has terminated, expired or elapsed for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares which may be issued under the 2021 Plan.
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