四季教育 2025年年度报告和过渡报告

Four Seasons Education (Cayman) Inc. *Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares 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. 22,600,576ordinary shares, par value US$0.0001 per share, as of February 28, 2025 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 of1934.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 12months (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 ofthis 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 “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: 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 extendedtransition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.☐ 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 ofan 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).☐ U.S. GAAP☒International Financial Reporting Standards as issued by the International Accounting Standards Board☐Other☐ Item 17☐Item 18☐ TABLE OF CONTENTS PageINTRODUCTION4FORWARD-LOOKING STATEMENTS6PART I7ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS7ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE7ITEM 3.KEY INFORMATION7ITEM 4.INFORMATION ON THE COMPANY72ITEM 4A.UNRESOLVED STAFF COMMENTS114ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS115ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES130ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS140ITEM 8.FINANCIAL INFORMATION142ITEM 9.THE OFFER AND LISTING143ITEM 10.ADDITIONAL INFORMATION143ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK156ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES157PART II159ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES159ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS159ITEM 15.CONTROLS AND PROCEDURES159ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT161ITEM 16B.CODE OF ETHICS161ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES161ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES161ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS162ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT162ITEM 16G.CORPORATE GOVERNANCE162ITEM 16H.MINE SAFETY DISCLOSURE162ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS162ITEM 16J.INSIDER TRADING POLICIES162ITEM 16K.CYBERSECURITY163PART III164ITEM 17.FINANCIAL STATEMENTS164 Table of Contents 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 asShanghaiFour Seasons Education and Training Co.,Ltd.)and Shanghai Four Seasons Education InvestmentManagement Co., Ltd, and their subsidiaries, which are PRC companies in which we do not have equity interests butwhose 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 overthe VIEs and their subsidiaries and our