Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2024

Commission File Number: 001-40150

First High-School Education Group Co., Ltd.

(Exact name of registrant as specified in its charter)

No. 1-1, Tiyuan Road, Xishan District,

Kunming, Yunnan Province 650228,

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIRST HIGH-SCHOOL EDUCATION GROUP CO., LTD.

Date: September 18, 2024	By:	/s/ Shaowei Zhang
	Name:	Shaowei Zhang
	Title:	Chairman of the Board of Directors and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

Exhibit 99.1		Press Release

Exhibit 99.1

First High-School Education Group Announces First Half 2024 Unaudited Financial Results

BEIJING, CHINA / ACCESSWIRE / September 18, 2024 / First High-School Education Group Co., Ltd. (“First High-School Education Group” or the “Company”) (OTCQB: FHSEY), an education service provider primarily focusing on high schools in Western China, today announced its unaudited financial results for the first half of 2024 ended June 30, 2024.

First Half 2024 Financial and Operational Highlights – Continuing Operations

●

Total revenues were RMB151.1 million (US$20.8 million), a decrease of 6.7% from RMB161.9 million in the first half of 2023.

●

Gross profit was RMB52.3 million (US$7.2 million), a decrease of 17.3% from RMB63.2 million in the first half of 2023.

●

Income from operations was RMB3.0 million (US$0.4 million), a decrease of 92.4% from RMB39.6 million in the first half of 2023.

●

Net income was RMB11.2 million (US$1.5 million), a decrease of 69.5% from RMB36.7 million in the first half of 2023.

●

Adjusted net income¹ (Non-GAAP) was RMB10.1 million (US$1.4 million), a decrease of 72.5% from RMB36.7 million in the first half of 2023.

●

The total number of students enrolled at our school programs and public schools that we provide management services as of September 1, 2024 was 35,151, an increase of 5.6% from 33,275 as of September 1, 2023.

●

The total number of school programs at our school programs and public schools that we provide management services as of September 1, 2024 was 23, a decrease of 8.0% from 25 as of September 1, 2023.

CFO Comments

Mr. Tommy Zhou, Chief Financial Officer of First High-School Education Group, commented:

Compared to the corresponding period of the previous year, we observed a decrease in both revenues and net income. These declines were primarily attributable to the ongoing impact of adverse macroeconomic factors. Specifically, we did not have any revenue generated from government cooperative agreements, and we incurred increased costs to actively cope with heightened competition. To address these challenges, the entire team concentrated on expanding our direct customer base and enhancing the quality of our educational offerings.

Adjusted net income is a non-GAAP measure. See “Non-GAAP measure” in this press release. A reconciliation of the Company’s most directly comparable GAAP measure to historical non-GAAP financial measure has been provided in the tables captioned “Reconciliation of GAAP to Non-GAAP Measure” included at the end of this press release, and investors are encouraged to review the reconciliation.

As of September 1, 2024, we have successfully concluded the student admissions process for the 2024 fall semester. At that time, the combined enrollment in our school programs and the public schools we manage totaled 35,151 students, distributed across 23 school programs. We anticipate providing these students and schools with our proven operational expertise and generating value for all stakeholders.

First Half 2024 Financial Results – Continuing Operations

Total Revenues

Total revenues were RMB151.1 million (US$20.8 million), a decrease of 6.7% from RMB161.9 million in the first half of 2023. The decrease was primarily because we had no revenues generated from government cooperative agreements.

Revenues from customers were RMB151.1 million (US$20.8 million), an increase of 8.2% from RMB139.6 million in the first half of 2023. The increase was primarily driven by increased student enrollment in our existing schools.

Revenues from government cooperative agreements were nil compared to RMB22.3 million in the first half of 2023. The decrease was primarily due to the tightened fiscal budget of the relevant government entities and our on-going renegotiation of cooperative agreements.

Cost of revenues

Cost of revenues were RMB98.9 million (US$13.6 million), which remained relatively stable compared to RMB98.7 million in the first half of 2023.

Gross profit

Gross profit was RMB52.3 million (US$7.2 million), a decrease of 17.3% from RMB63.2 million in the first half of 2023.

Gross margin was 34.6%, compared with 39.0% in the first half of 2023. The decrease was primarily due to fluctuations in (1) the number of staff and their compensations; (2) school operating efficiency, such as utility usage limits, and budget control; and (3) revenues generated from government cooperative agreements.

Total operating expenses

Total operating expenses were RMB49.2 million (US$6.8 million), which increased significantly from RMB23.6 million in the first half of 2023.

●

Selling and marketing expenses were RMB1.6 million (US$0.2 million), an increase of 71.6% from RMB0.9 million in the first half of 2023. The increase was primarily due to the increased expenses in brand promotion and marketing activities in relation to the increased student enrollment.

●

General and administrative expenses were RMB47.7 million (US$6.6 million), which increased significantly from RMB22.7 million in the first half of 2023. The increase was primarily due to increased staffing, and professional services used in management duties, in connection with school management, teaching supervision, human resources, and information technology.

Income from operations

Income from operations was RMB3.0 million (US$0.4 million), a decrease of 92.4% from RMB39.6 million in the first half of 2023.

Net Income from continuing operations

Net income from continuing operations was RMB4.2 million (US$0.6 million), a decrease of 88.9% from RMB37.6 million in the first half of 2023.

Net Income from discontinued operations

Net income from discontinued operations was RMB7.0 million (US$1.0 million), compared with net loss of RMB0.9 million in the first half of 2023.

Net income

Net income was RMB11.2 million (US$1.5 million), a decrease of 69.4% from RMB36.7 million in the first half of 2023.

Adjusted net income² (Non-GAAP)

Adjusted net income (Non-GAAP) was RMB10.1 million (US$1.4 million), a decrease of 72.5% from RMB36.7 million in the first half of 2023.

Impact of Implementation Rules for Private Education Laws

On May 14, 2021, the State Council of the People’s Republic of China promulgated the amended Implementation Regulations of the Law on the Promotion of Private Education of the People’s Republic of China (中华人民共和国民办教育促进法实施条例) (the “Implementation Rules”), which became effective on September 1, 2021. The Implementation Rules prohibit social organizations and individuals from controlling private schools that provide compulsory education through, among other methods, mergers, acquisitions and contractual arrangements. Additionally, the Implementation Rules prohibit any private schools providing compulsory education from conducting transactions with its related parties. As a result, the Implementation Rules affected the Company’s control over the affiliated entities providing compulsory education as well as the sponsor entities (collectively referred to as the “Affected Entities”).

In compliance with the Implementation Rules and other applicable PRC regulations and based on the relevant accounting standard in accordance with U.S. GAAP, the Company has determined to cease to recognize revenues for all activities related to schools providing compulsory education and the sponsor entities after September 1, 2021 within China that are affected by the Implementation Rules, and classified such Affected Entities as discontinued operations. The discontinued operations of the Affected Entities had certain impact on the Company’s financial conditions for the first half of 2024 ended June 30, 2024. Net income from discontinued operations was RMB7.0 million (US$1.0 million) for the first half of 2024 ended June 30, 2024.

There still exist uncertainties with respect to the interpretation and enforcement of the Implementation Rules. The Company will closely monitor the developments related to the Implementation Rules, and continue to assess the possible impacts on the Company and make any applicable actions to keep in compliance with the Implementation Rules and other applicable PRC regulations.

Conference Call

First High-School Education Group’s management will hold an earnings conference call on Wednesday, September 18, 2024, at 8:00 AM U.S. Eastern Time (8:00 PM September 18, 2024, Beijing/Hong Kong Time). Please dial in 15 minutes before the conference is scheduled to begin using below numbers.

International	+1-973-528-0011
United States	+1-888-506-0062
Hong Kong	+852 3018 4049
Mainland China	+86 400 120 3199
Passcode	792778

About First High-School Education Group

First High-School Education Group is an education service provider primarily focusing on high schools in Western China. The Company aspires to become a leader and innovator of private high school education in China, with the focuses on a comprehensive education management integrating education information consulting, education research project development, education talent management, education technology management, education service management, and general vocational integration development services. For more information, please visit https://ir.diyi.top/.

Non-GAAP Measure

The Company has provided in this press release financial information that has not been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The Company considers and uses one non-GAAP measure, adjusted net income, as a supplemental measure to review and assess its operating performance. Adjusted net income enables the Company’s management to assess the Company’s operating results without considering the impact of reversal of impairment loss in relation to accounts receivable. The Company also believes that the use of the non-GAAP measure facilitates investors’ assessment of its operating performance.

The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Adjusted net income is a non-GAAP measure. A reconciliation of the Company’s most directly comparable GAAP measure to historical non-GAAP financial measure has been provided in the tables captioned “Reconciliation of GAAP to Non-GAAP Measure” included at the end of this press release, and investors are encouraged to review the reconciliation.

Exchange Rate

The Company’s business is primarily conducted in China and all of the revenues are denominated in Renminbi (“RMB”). This announcement contains translations of certain RMB amounts into U.S. dollars (“USD” or “US$”) at specified rates solely for the convenience of the readers. Unless otherwise noted, all translations from RMB to USD are made at the rate of RMB7.2672 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 28, 2024. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 28, 2024, or at any other rate.

Statement Regarding Preliminary Unaudited Financial Information

The unaudited financial information set out in this earnings release is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company’s year-end audit, which could result in significant differences from this preliminary unaudited financial information.

We have made rounding adjustments to reach some of the figures included in this earning release. Consequently, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

For investor and media inquiries, please contact:

First High-School Education Group

Tommy Zhou

Chief Financial Officer

E-mail: tommyzhou@dygz.com

Customer Service

E-mail: FHS_info@dygz.com

Phone: 010-62555966 (9:30-12:00, 13:30-16:00 CST)

First High-School Education Group Co., Ltd.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(All amounts in thousands, except share data and per share data, or otherwise noted)

	Six months ended June 30,
	2023			2024			2024
	RMB			RMB			US$
Revenues
Revenue from customers		139,593			151,109			20,793
Revenue from governments cooperative agreements		22,283			-			-
Total revenues		161,877			151,109			20,793
Cost of revenues		(98,680	)		(98,852	)		(13,602	)
Gross profit		63,197			52,257			7,191

Operating expenses and income
Selling and marketing expenses		(913	)		(1,567	)		(216	)
General and administrative expenses		(22,652	)		(47,682	)		(6,561	)
Total operating expenses		(23,565	)		(49,249	)		(6,777	)
Income from operations		39,632			3,008			414

Other income (expenses)
Interest income		452			156			22
Interest expense		(2,503	)		(1,300	)		(179	)
Government grants		23			2,264			312
Others, net		897			69			10
Net loss on disposal of fixed asset		-			(1	)		-
Reversal of impairment loss		-			1,106			152
Income from continuing operations before income tax		38,501			5,303			730

Income tax expenses		(889	)		(1,115	)		(153	)
Income (loss) from continuing operations		37,612			4,188			576
Income (loss) from discontinued operations		(947	)		7,021			966
Net income (loss)		36,664			11,210			1,542
Foreign currency translation adjustment		3,356			2,909			400
Comprehensive income (loss) - continuing operations		48,229			7,097			977
Comprehensive income (loss) - discontinued operations		(8,209	)		7,022			966
Comprehensive income (loss)		40,020			14,119			1,943

Attributable to
Shareholder of the Company		37,985			7,163			986
Non-controlling interests		2,035			6,956			957

Earnings per share:
Basic earnings per share from continuing operation		0.52			0.05			0.01
Basic earnings per share from discontinued operation		(0.10	)		0.08			0.01

Diluted Earnings per share:
Diluted earnings per share from continuing operation		0.49			0.5			0.01
Diluted earnings per share from discontinued operation		(0.09	)		0.08			0.01

Weighted average number of ordinary share outstanding
Basic		86,838,700			86,838,700			86,838,700
Diluted		92,388,700			92,388,700			92,388,700

First High-School Education Group Co., Ltd.

Unaudited Condensed Consolidated Balance Sheets

(All amounts in thousands, except share data and per share data, or otherwise noted)

	As of December 31,		As of June 30,
	2023		2024		2024
	RMB		RMB		US$
Current assets
Cash		189,243		58,206		8,009
Accounts receivable, net of expected credit loss		82,202		79,162		10,893
Amounts due from related parties –non-trade		215,908		219,528		30,208
Prepaid expenses and other current assets		241,402		223,332		30,732
Assets related to discontinued operation		42,746		33,395		4,595
Total current assets		771,502		613,622		84,437

Non-current Assets
Property and equipment, net		119,808		112,720		15,511
Intangible assets, net		7,247		7,103		977
Goodwill		30,347		30,348		4,176
Deferred tax assets		20,294		20,294		2,793
Other non-current assets		33,350		34,905		4,803
Assets related to discontinued operation		9,075		8,031		1,105
Total non-current assets		220,122		213,401		29,365
Total assets		991,624		827,024		113,802

	As of December 31,			As of June 30,
	2023			2024			2024
	RMB			RMB			US$
Current liabilities
Contract liabilities		140,501			42,585			5,860
Bank loan		87,970			31,636			4,353
Borrowings under financing arrangements		-			-			-
Accounts payable		21,508			12,920			1,778
Accrued expenses and other payables		263,078			262,685			36,147
Income tax payables		29,678			30,247			4,162
Amounts due to related parties		165,173			169,646			23,344
Dividend payables		2,132			2,132			293
Liability related to discontinued operation		119,930			102,514			14,106
Total current liabilities		829,970			654,364			90,044

Deferred revenue		-			(275	)		(38	)
Deferred tax liabilities		6,207			6,207			854
Total non-current liabilities		6,207			5,932			816
Total liabilities		836,177			660,297			90,860

Equity/(Deficit)
Ordinary shares (US$0.00001 par value; 5,000,000,000 shares authorized; and 86,838,700 shares issued and outstanding as of December 31, 2023, and 86,838,700 shares issued and outstanding as of June 30, 2024, respectively)		6			6			1
Additional paid-in capital		356,622			357,155			49,146
Statutory reserves		51,425			50,891			7,003
Accumulated other comprehensive income		2,836			2,909			400
Accumulated deficit		(257,421	)		(253,167	)		(34,837	)
Non-controlling interests		1,977			8,933			1,229
Total equity		155,445			166,727			22,942

Total liabilities and equity		991,624			827,024			113,802

First High-School Education Group Co., Ltd.

Reconciliation of GAAP to non-GAAP Measure

(All amounts in thousands)

	Six months ended June 30,
	2023		2024			2024
	RMB		RMB			US$

Reconciliation of net income to adjusted net income:
Net income		36,664		11,210			1,542
Subtract:
Reversal of impairment loss		-		(1,106	)		(152	)
Adjusted net income		36,664		10,104			1,390