FIRST HIGH-SCHOOL EDUCATION GROUP CO., LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement March 10, 2021Deposit Agreement • April 22nd, 2021 • First High-School Education Group Co., Ltd. • Services-educational services • New York
DEPOSIT AGREEMENT dated as of March 10, 2021 among FIRST HIGH-SCHOOL EDUCATION GROUP CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services • New York
WHEREAS, the Company plans to file a registration statement on Form F-1 on or around January 13, 2021 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADSs”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2021 by and between First High-School Education Group Co., Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTDirector and Executive Officer Indemnification Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between First High-School Education Group Co., Ltd., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company.
School Sponsors’ and Directors’ Rights Entrustment AgreementRights Entrustment Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
This School Sponsors’ and Directors’ Rights Entrustment Agreement (hereinafter referred to as the “Agreement”) was entered into on December 13, 2018, by and among:
SHAREHOLDERS’ AGREEMENT (this “Agreement”) made on the day of January 11, 2021, AMONG: RECITALS: AGREEMENT:Shareholders’ Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services • Hong Kong
Schedule of School Sponsors’ and Directors’ Rights Entrustment AgreementFirst High-School Education Group Co., Ltd. • May 9th, 2022 • Services-educational services
One or more domestic affiliates signed School Sponsors’ and Directors’ Rights Entrustment Agreement using this form. Pursuant to Instruction ii to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:
Loan AgreementLoan Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
DATED January 11, 2021 FIRST HIGH-SCHOOL EDUCATION GROUP CO., LTD. and LONGWATER TOPCO B.V. REGISTRATION RIGHTS AGREEMENTFirst High-School Education Group Co., Ltd. • January 13th, 2021 • Services-educational services
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Business Cooperation AgreementBusiness Cooperation Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
This Business Cooperation Agreement (hereinafter referred to as the “Agreement”) was entered into on December 13, 2018 by and among:
Shareholders’ Rights Entrustment AgreementShareholders’ Rights Entrustment Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
This Shareholders’ Rights Entrustment Agreement (hereinafter referred to as the “Agreement”) was entered into on December 13, 2018, by and among:
Exclusive Call Option AgreementExclusive Call Option Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
This Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) is entered into on December 13, 2018 by and among:
Exclusive Technical Service and Management Consultancy AgreementService and Management Consultancy Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
This Exclusive Technical Service and Management Consultancy Agreement (hereinafter referred to as the “Agreement”) is entered into on December 13, 2018 by and between:
Equity Pledge AgreementEquity Pledge Agreement • January 13th, 2021 • First High-School Education Group Co., Ltd. • Services-educational services
