{"url_path":"/sec/fedu/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1709819/0001193125-26-273350-index.html","accession_number":"0001193125-26-273350","cik":"0001709819","ticker":"FEDU","issuer_name":"Four Seasons Education (Cayman) Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1709819/0001193125-26-273350-index.html","primary_entity_key":"0001709819","primary_entity_name":"Four Seasons Education (Cayman) Inc."},"word_count":6293,"has_tables":true,"body_markdown":"ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nA. Directors and Senior Management\n\nThe following table provides information regarding our directors and executive officers as of the date of this annual report.\n\n \n\nDirectors and Executive Officers\n\n \n\nAge\n\n \n\nPosition/Title\n\nPeiqing Tian\n\n \n\n64\n\n \n\nChairman\n\nYi Zuo\n\n \n\n51\n\n \n\nDirector and Chief Executive Officer\n\nShaoqing Jiang\n\n \n\n52\n\n \n\nDirector\n\nZongwei Li\n\n \n\n54\n\n \n\nIndependent Director\n\nBing Yuan\n\n \n\n58\n\n \n\nIndependent Director\n\n \n\nPeiqing 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.\n\nYi 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.\n\nShaoqing 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.\n\nZongwei 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 served as 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, from 2016 to 2023. 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 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 31/F, SUHE Center, 99 North Shanxi Road, Shanghai 200085, PRC.\n\n \n\n122\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nBing 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. 5 Shuguang Xili (Jia) Chaoyang District, Beijing 100028, PRC.\n\nEmployment Agreements and Indemnification Agreements\n\nWe 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.\n\nEach 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.\n\nWe 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.\n\n \n\n123\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nB. Compensation\n\nCompensation of Directors and Executive Officers\n\nFor the year ended February 28, 2026, we paid an aggregate of RMB4.6 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.\n\nShare Incentive Plan\n\nWe 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. Our 2015 Share Incentive Plan expired in June 2025 and in accordance with its terms, such that no new awards may be granted although outstanding awards granted previously will remain governed by the plans.\n\n2017 Share Incentive Plan\n\nIn 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 4,020,000 shares under the 2017 Plan.\n\nOn 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.\n\nOn 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.\n\nOn 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.\n\nOn 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.\n\nOn 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.\n\nOn February 5, 2021, we granted 860,000 share options to 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.\n\nOn 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 RMB0.5 million, of which RMB0.4 million was recognized as compensation expenses during the year ended February 28, 2025. The remaining RMB0.1 million will be amortized over the remaining vesting period of the modified options.\n\n \n\n124\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nOn June 1, 2023, we granted 100,000 share options to employees at the weighted average grant date fair value of RMB17.75 per share. Options have a ten-year life and vest ratably at each grant date anniversary over a period of four years.\n\nOn August 12, 2024, we granted 650,000 share options to independent directors, executive officers and employees at the weighted average grant date fair value of RMB5.52 per share. Options have a ten-year life and vest ratably at each grant date anniversary over a period of two or four years. We also modified the exercise price to RMB0.58 for a total number of 1,901,790 share options previously granted to independent directors, executive officers and employees. All other terms of the share options granted remain unchanged. The modification resulted in an incremental compensation cost of RMB3.2 million, which was fully recognized as compensation expenses during the year ended February 28, 2025.\n\nThe following paragraphs summarize the terms of the 2017 Plan.\n\nPlan 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.\n\nTypes 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.\n\nAward 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.\n\nEligibility. 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.\n\nTerm 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.\n\nVesting 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.\n\nExercise 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.\n\nAcceleration 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.\n\nTermination. The 2017 Plan shall expire on the tenth anniversary of the date when our board of directors adopted the 2017 Plan.\n\n \n\n125\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nAmendment, 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.\n\nTransfer 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.\n\n2025 Share Incentive Plan\n\nIn July 2025, we adopted our 2025 Share Incentive Plan, or the 2025 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 752,400 shares under the 2025 Plan.\n\nOn July 10, 2025, we granted 752,400 share options to independent directors, executive officers and employees at the weighted average grant date fair value of RMB10.97 (US$1.60) per share. Options have a ten-year life and vest ratably at each grant date anniversary over a period of two years.\n\nThe following paragraphs summarize the terms of the 2025 Plan.\n\nPlan 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.\n\nTypes of Awards. The 2025 Plan authorizes the grant of options to purchase ordinary shares, the award of restricted shares and the award of restricted share units.\n\nAward Agreements. Each award under the 2025 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.\n\nEligibility. 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.\n\nTerm of Awards. Each award under the 2025 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 2025 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.\n\nVesting 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 2025 Plan. The vesting schedule is set forth in the award agreement.\n\n \n\n126\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nExercise 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.\n\nAcceleration 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.\n\nTermination. The 2025 Plan shall expire on the tenth anniversary of the date when our board of directors adopted the 2025 Plan.\n\nAmendment, Suspension or Termination. No amendment, modification or termination of the 2025 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 2025 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 2025 Plan (other than any adjustment permitted under the 2025 Plan), or (ii) an extension of the term of the 2025 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 2025 Plan.\n\nTransfer 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.\n\nC. Board Practice\n\nOur 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.\n\nCommittees of the Board of Directors\n\nWe 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.\n\n \n\n127\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nAudit 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:\n\n•\nselecting 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;\n\n•\nreviewing 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;\n\n•\ndiscussing the annual audited financial statements with management and our independent registered public accounting firm;\n\n•\nannually reviewing and reassessing the adequacy of our audit committee charter;\n\n•\nmeeting separately and periodically with the management and our internal auditor and our independent registered public accounting firm;\n\n•\nreporting regularly to the full board of directors; and\n\n•\nsuch other matters that are specifically delegated to our audit committee by our board of directors from time to time.\n\nCompensation 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:\n\n•\nreviewing and approving to the board with respect to the compensation for our chief executive officer;\n\n•\noverseeing and making recommendations with respect to the compensation for our officers and employees other than the chief executive officer;\n\n•\nselecting compensation and benefits consultants, legal counsel or other advisors that the Committee believes to be desirable or appropriate; and\n\n•\nreviewing and administrating all long-term incentive compensation, stock option, annual bonuses, employee pension and welfare benefit plans.\n\nNominating 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:\n\n•\nidentifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;\n\n•\nreviewing 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;\n\n \n\n128\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\n•\nadvising the board policies and procedures with respect to corporate governance matters;\n\n•\nevaluating its own performance on an annual basis; and\n\n•\nreporting to the board on its findings and actions periodically.\n\nDuties of Directors\n\nUnder 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.\n\nThe functions and powers of our board of directors include, among others:\n\n•\nconvening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;\n\n•\ndeclaring dividends and distributions;\n\n•\nappointing officers and determining the term of office of officers;\n\n•\nexercising the borrowing powers of our company and mortgaging the property of our company; and\n\n•\napproving the transfer of shares of our company, including the registering of such shares in our register of members.\n\nTerms of Directors and Executive Officers\n\nEach 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.\n\nD. Employees\n\nWe had 190, 339 and 271 full-time employees as of February 29, 2024, February 28, 2025 and February 28, 2026, respectively. As of February 28, 2026, all of our full-time employees were located in China and 97 of whom were teachers. We generally enter into standard employment agreements with our full-time employees and remunerate our employees with basic salaries as well as performance-based bonuses. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes.\n\n \n\n129\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\nUnder PRC regulations, we are required to participate in and make contributions to housing funds and various employee social security plans that are organized by applicable local municipal and provincial governments, including pension, medical, work related injury, maternity and unemployment benefit plans.\n\nE. Share Ownership\n\nThe following table sets forth information concerning the beneficial ownership of our ordinary shares by:\n\n•\neach of our directors and executive officers;\n\n•\neach person known to us to beneficially own more than 5% of our ordinary shares; and\n\n•\neach selling shareholder.\n\nThe calculations in the table below are based on 22,614,376 ordinary shares outstanding as of May 31, 2026, excluding 2,363,567 ordinary shares repurchased by the Company.\n\nBeneficial 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.\n\n \n\n \n\nOrdinary Shares\nBeneficially Owned\n\n \n\n \n\n \n\nNumber*\n\n \n\n \n\nPercent*\n\n \n\nDirectors and Executive Officers:\n\n \n\n \n\n \n\n \n\n \n\n \n\nPeiqing Tian(1)\n\n \n\n \n\n8,997,401\n\n \n\n \n\n \n\n38.7\n\n \n\nYi Zuo(2)\n\n \n\n \n\n1,469,942\n\n \n\n \n\n \n\n6.5\n\n \n\nShaoqing Jiang\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nZongwei Li(3)\n\n \n\n \n\n72,500\n\n \n\n \n\n \n\n0.3\n\n \n\nBing Yuan(4)\n\n \n\n \n\n42,500\n\n \n\n \n\n \n\n0.2\n\n \n\nAll directors and executive officers as a group\n\n \n\n \n\n10,582,343\n\n \n\n \n\n \n\n45.7\n\n \n\nPrincipal Shareholders:\n\n \n\n \n\n \n\n \n\n \n\n \n\nPeiqing Tian(1)\n\n \n\n \n\n8,997,401\n\n \n\n \n\n \n\n38.7\n\n \n\nChengwei Capital HK Limited(5)\n\n \n\n \n\n3,133,333\n\n \n\n \n\n \n\n13.9\n\n \n\nTheodore Walker Cheng-De King(6)\n\n \n\n \n\n2,638,000\n\n \n\n \n\n \n\n11.7\n\n \n\nJun Guo(7)\n\n \n\n \n\n2,100,000\n\n \n\n \n\n \n\n9.3\n\n \n\nYi Zuo(2)\n\n \n\n \n\n1,469,942\n\n \n\n \n\n \n\n6.5\n\n \n\n \n\n* 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.\n\n \n\n(1)\nConsists of 8,372,401 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 612,500 ordinary shares underlying options vested within 60 days after the date of May 31, 2026 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.\n\n(2)\nConsists of 582,222 ordinary shares held by Harvest Consulting Holding Limited, a British Virgin Islands company and 741,790 ordinary shares held in the form of ADSs, and 145,930 ordinary shares underlying options vested within 60 days after the date of May 31, 2026 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.\n\n \n\n130\n\n \n\n[Table of Contents](#toc_page)\n\n \n\n \n\n(3)\nConsists of 10,000 ordinary shares held in the form of ADSs, and the shares beneficially held by Mr. Li also includes 62,500 ordinary shares underlying options vested within 60 days after the date of May 31, 2026 held by Mr. Zongwei Li. Mr. Zongwei Li’s business address is 31/F, SUHE Center, 99 North Shanxi Road, Shanghai 200085, PRC.\n\n(4)\nConsists of 42,500 ordinary shares underlying options vested within 60 days after the date of May 31, 2026 held by Mr. Bing Yuan. Mr. Bing Yuan’s business address is No. 5 Shuguang Xili (Jia)\nChaoyang District, Beijing 100028, P.R.China.\n\n(5)\nConsists 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.\n\n(6)\nConsists 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.\n\n(7)\nConsists 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.\n\nOur 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.\n\nAs of May 31, 2026, the number of our ordinary shares issued and outstanding was 22,614,376, excluding 2,363,567 ordinary shares repurchased by the Company. 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 28, 2026.\n\nWe are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\nFor certain information as of February 28, 2026 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, the 2017 Share Incentive Plan and the 2025 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."}