Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information Line Items | |
Entity Registrant Name | METEN HOLDING GROUP LTD. |
Trading Symbol | METX |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 341,142,844 |
Amendment Flag | false |
Entity Central Index Key | 0001796514 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39258 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | c/o 3rd Floor |
Entity Address, Address Line Two | Tower ATagen Knowledge & Innovation Center |
Entity Address, Address Line Three | 2nd Shenyun West Road, Nanshan District |
Entity Address, City or Town | Shenzhen |
Entity Address, Postal Zip Code | 518000 |
Entity Address, Country | CN |
Title of 12(b) Security | Ordinary shares, par value US$0.003 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 3487 |
Auditor Name | Audit Alliance LLP |
Auditor Location | Singapore |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 5 c/o 3rd Floor |
Entity Address, Address Line Two | Tower ATagen Knowledge & Innovation Center |
Entity Address, Address Line Three | 2nd Shenyun West Road, Nanshan District |
Entity Address, City or Town | Shenzhen |
Entity Address, Postal Zip Code | 518000 |
Entity Address, Country | CN |
Contact Personnel Name | Ronald Tam |
City Area Code | +86 |
Local Phone Number | 755 8294 5250 |
Contact Personnel Email Address | info@ascent-ir.com |
Consolidated Balance Sheets
Consolidated Balance Sheets ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | |
ASSETS | ||||
Cash and cash equivalents | ¥ 168,404 | $ 26,426 | ¥ 90,115 | |
Contract assets | 5,323 | 835 | 6,194 | |
Accounts receivable, net | 44,291 | 6,950 | 27,013 | |
Other contract costs | 32,241 | 5,059 | 47,125 | |
Prepayments and other current assets | 117,735 | 18,475 | 50,658 | |
Amounts due from related parties | 7,265 | 1,140 | 7,934 | |
Prepaid income tax | 14,479 | 2,272 | 14,460 | |
Total current assets | 389,738 | 61,157 | 243,499 | |
Non-current assets | ||||
Restricted cash | 8,840 | 1,387 | 10,358 | |
Other contract costs | 11,149 | 1,750 | 9,316 | |
Equity method investments | 24,403 | 3,829 | 24,552 | |
Property and equipment, net | 85,803 | 13,464 | 146,891 | |
Operating lease right-of-use assets | 105,551 | 16,563 | 322,559 | |
Intangible assets, net | 14,675 | 2,303 | 19,337 | |
Deferred tax assets | 25,991 | 4,079 | 6,997 | |
Goodwill | 192,962 | 30,280 | 274,567 | |
Long-term prepayments and other non-current assets | 26,254 | 4,122 | 40,754 | |
Total non-current assets | 495,628 | 77,777 | 855,331 | |
Total assets | 885,366 | 138,934 | 1,098,830 | |
Current liabilities | ||||
Accounts payable (including amounts of variable interest entities (“VIEs”) without recourse to the Company of RMB 9,762 and RMB 15,881 as of December 31, 2020 and 2021, respectively) | 16,164 | 2,536 | 17,013 | |
Bank loans (including amounts of VIEs without recourse to the Company of RMB 133,900 and RMB 6,000 as of December 31, 2020 and 2021, respectively ) | 6,000 | 942 | 133,900 | |
Deferred revenue (including amounts of VIEs without recourse to the Company of RMB 341,934 and RMB 213,006 as of December 31, 2020 and 2021, respectively) | 213,006 | 33,425 | 341,934 | |
Salary and welfare payable (including amounts of VIEs without recourse to the Company of RMB 65,927 and RMB 26,075 as of December 31, 2020 and 2021, respectively) | 27,404 | 4,300 | 67,609 | |
Financial liabilities from contracts with customers (including amounts of VIEs without recourse to the Company of RMB 384,561 and RMB 337,932 as of December 31, 2020 and 2021, respectively) | 337,932 | 53,029 | 384,561 | |
Accrued expenses and other payables (including amounts of VIEs without recourse to the Company of RMB 43,009 and RMB 7,733 as of December 31, 2020 and 2021, respectively) | 36,575 | 5,739 | 46,030 | |
Income taxes payable (including amounts of VIEs without recourse to the Company of RMB 267 and RMB 195 as of December 31, 2020 and 2021, respectively) | 195 | 31 | 267 | |
Amounts due to related parties (including amounts of VIEs without recourse to the Company of RMB159,739 and RMB 685,287 as of December 31, 2020 and 2021, respectively) | 41,758 | 6,553 | 50,192 | |
Current operating lease liabilities (including amounts of VIEs without recourse to the Company of RMB 131,151 and RMB 35,817 as of December 31, 2020 and 2021, respectively) | 35,817 | 5,620 | 131,151 | |
Total current liabilities | 714,851 | 112,175 | 1,172,657 | |
Non-current liabilities | ||||
Deferred revenue (including amounts of VIEs without recourse to the Company of RMB 46,927 and RMB 35,546 as of December 31, 2020 and 2021, respectively) | 35,546 | 5,578 | 46,927 | |
Deferred tax liabilities (including amounts of VIEs without recourse to the Company of RMB 7,661 and RMB 4,433 as of December 31, 2020 and 2021, respectively) | 4,433 | 696 | 7,661 | |
Operating lease liabilities (including amounts of VIEs without recourse to the Company of RMB 200,409 and RMB 59,824 as of December 31, 2020 and 2021, respectively) | 59,824 | 9,388 | 200,409 | |
Non-current tax payable (including amounts of VIEs without recourse to the Company of RMB 33,718 and RMB 34,137 as of December 31, 2020 and 2021, respectively) | 34,137 | 5,357 | 33,718 | |
Total non-current liabilities | 133,940 | 21,019 | 288,715 | |
Total liabilities | 848,791 | 133,194 | 1,461,372 | |
Shareholders’ equity (deficit) | ||||
Ordinary shares (US$0.003 par value; 16,666,667 shares authorized; 1,895,819 and 11,371,444 shares issued outstanding as of December 31, 2020 and 2021) * | [1] | 217 | 34 | 37 |
Additional paid-in capital | 1,342,769 | 210,710 | 557,535 | |
Accumulated deficit | (1,320,546) | (207,222) | (936,247) | |
Total equity (deficit) attributable to shareholders of the Company | 22,440 | 3,522 | (378,675) | |
Non-controlling interests | 14,135 | 2,218 | 16,133 | |
Total equity (deficit) | 36,575 | 5,740 | (362,542) | |
Commitments and contingencies | ||||
Total liabilities and shareholders' equity | ¥ 885,366 | $ 138,934 | ¥ 1,098,830 | |
[1] | Retrospectively restated due to thirty for one reverse stock split, see Note 21 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) ¥ in Thousands | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2020CNY (¥)¥ / sharesshares |
Statement of Financial Position [Abstract] | ||
Accounts payable variable interest entities | ¥ 15,881 | ¥ 9,762 |
Bank loans variable interest entities | 6,000 | 133,900 |
Deferred revenue variable interest entities | 213,006 | 341,934 |
Salary and welfare payable variable interest entities | 26,075 | 65,927 |
Financial liabilities from contracts with customers variable interest entities | 337,932 | 384,561 |
Accrued expenses and other payables variable interest entities | 7,733 | 43,009 |
Income taxes payable variable interest entities | 195 | 267 |
Amounts due to related parties variable interest entities | 685,287 | 159,739 |
Current operating lease liabilities variable interest entities | 35,817 | 131,151 |
Deferred revenue variable interest entities | 35,546 | 46,927 |
Deferred tax liabilities variable interest entities | 4,433 | 7,661 |
Operating lease liabilities variable interest entities | 59,824 | 200,409 |
Non-current tax payable variable interest entities | ¥ 34,137 | ¥ 33,718 |
Ordinary shares, par value (in Dollars per share and Yuan Renminbi per share) | (per share) | ¥ 0.003 | |
Ordinary shares, authorized (in Shares) | shares | 16,666,667 | 16,666,667 |
Ordinary shares, issued (in Shares) | shares | 11,371,444 | 1,895,819 |
Ordinary shares, outstanding (in Shares) | shares | 11,371,444 | 1,895,819 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)¥ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)¥ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | |
Income Statement [Abstract] | ||||
Revenues | ¥ 728,996 | $ 114,395 | ¥ 897,035 | ¥ 1,447,899 |
Cost of revenues | (483,701) | (75,903) | (607,077) | (755,356) |
Gross profit | 245,295 | 38,492 | 289,958 | 692,543 |
Operating expenses: | ||||
Selling and marketing expenses | (250,850) | (39,364) | (310,433) | (437,986) |
General and administrative expenses | (341,455) | (53,582) | (348,435) | (449,903) |
Research and development expenses | (18,413) | (2,889) | (31,878) | (32,333) |
Loss from operations | (365,423) | (57,343) | (400,788) | (227,679) |
Other income (expenses): | ||||
Interest income | 340 | 53 | 448 | 1,633 |
Interest expenses | (2,400) | (377) | (6,101) | (2,453) |
Foreign currency exchange loss, net | (9,678) | (1,519) | (382) | (19) |
Gains/(losses) on disposal and closure of subsidiaries and branches | (37,829) | (5,936) | (31,884) | 583 |
Gains on Short-term investments | 495 | |||
Government grants | 7,969 | 1,251 | 28,124 | 5,773 |
Equity in income/(loss) on equity method investments | (149) | (23) | (1,532) | 2,658 |
Others, net | 634 | 99 | 4,640 | 4,044 |
Loss before income tax | (406,536) | (63,795) | (406,980) | (215,460) |
Income tax credit/(expense) | 20,239 | 3,176 | (5,803) | (9,608) |
Net loss | (386,297) | (60,619) | (412,783) | (225,068) |
Less: Net loss attributable to non-controlling interests | (1,998) | (314) | (1,798) | (5,664) |
Net loss attributable to shareholders of the Company | (384,299) | (60,305) | (410,985) | (219,404) |
Less: Accretion of Redeemable Owners’ Investment | ||||
Net loss available to shareholders of the Company | (384,299) | (60,305) | (410,985) | (219,404) |
Net loss | (386,297) | (60,619) | (412,783) | (225,068) |
Comprehensive loss | ¥ (386,297) | $ (60,619) | ¥ (412,783) | ¥ (225,068) |
Net loss per share | ||||
- Basic (in Dollars per share and Yuan Renminbi per share) | (per share) | ¥ (28.19) | $ (4.42) | ¥ (221.51) | ¥ (136.02) |
- Diluted (in Dollars per share and Yuan Renminbi per share) | (per share) | ¥ (31.92) | $ (5.01) | ¥ (187.26) | ¥ (136.02) |
Weighted average shares used in calculating net loss per share | ||||
- Basic (in Shares) | 13,634,847 | 13,634,847 | 1,855,382 | 1,613,054 |
- Diluted (in Shares) | 12,040,040 | 12,040,040 | 2,194,735 | 1,613,054 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficit) ¥ in Thousands, $ in Thousands | Ordinary sharesCNY (¥)shares | Subscriptions ReceivableCNY (¥) | Additional paid-in capitalCNY (¥) | Accumulated other comprehensive incomeCNY (¥) | Accumulated deficitCNY (¥) | Total equity (deficit) attributable to shareholders of the CompanyCNY (¥) | Non-controlling interestsCNY (¥) | CNY (¥) | USD ($) | |
Beginning balance at Dec. 31, 2018 | ¥ 34 | ¥ (34) | ¥ 167,514 | ¥ (305,858) | ¥ (138,344) | ¥ 23,741 | ¥ (114,603) | |||
Beginning balance (in Shares) at Dec. 31, 2018 | shares | [1] | 1,613,054 | ||||||||
Net loss for the year | (219,404) | (219,404) | (5,664) | (225,068) | ||||||
Share-based compensation | 96,661 | 96,661 | 96,661 | |||||||
Proceeds from contributions from equity shareholders | 34 | 183 | 217 | 217 | ||||||
Disposal of subsidiaries | (146) | (146) | ||||||||
Ending balance at Dec. 31, 2019 | ¥ 34 | 264,358 | (525,262) | (260,870) | 17,931 | (242,939) | ||||
Ending balance (in Shares) at Dec. 31, 2019 | shares | [1] | 1,613,054 | ||||||||
Net loss for the year | (410,985) | (410,985) | (1,798) | (412,783) | ||||||
Reserve recapitalization | ¥ 3 | 199,803 | 199,806 | 199,806 | ||||||
Reserve recapitalization (in Shares) | shares | [1] | 282,765 | ||||||||
Warrant financing | 41,118 | 41,118 | 41,118 | |||||||
Share-based compensation | 52,256 | 52,256 | 52,256 | |||||||
Ending balance at Dec. 31, 2020 | ¥ 37 | 557,535 | (936,247) | (378,675) | 16,133 | (362,542) | ||||
Ending balance (in Shares) at Dec. 31, 2020 | shares | [1] | 1,895,819 | ||||||||
Net loss for the year | (384,299) | (384,299) | (1,998) | (386,297) | $ (60,619) | |||||
Issuance of ordinary shares | ¥ 180 | 761,900 | 762,080 | 762,080 | ||||||
Issuance of ordinary shares (in Shares) | shares | 9,475,625 | |||||||||
Share-based compensation | 23,334 | 23,334 | 23,334 | |||||||
Ending balance at Dec. 31, 2021 | ¥ 217 | ¥ 1,342,769 | ¥ (1,320,546) | ¥ 22,440 | ¥ 14,135 | ¥ 36,575 | $ 5,740 | |||
Ending balance (in Shares) at Dec. 31, 2021 | shares | [1] | 11,371,444 | ||||||||
[1] | Retrospectively restated due to thirty for one reverse stock split, see Note 21 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Cash flows from operating activities: | ||||
Net loss | ¥ (386,297) | $ (60,619) | ¥ (412,783) | ¥ (225,068) |
Adjustments to reconcile net loss to net cash generated from operating activities: | ||||
Depreciation and amortization | 37,881 | 5,944 | 55,950 | 58,453 |
Amortization of operating lease right-of-use assets | 72,471 | 11,372 | 125,468 | 134,829 |
Gains on short-term investments | (495) | |||
Net loss/(gain) on disposal of property and equipment | (318) | (50) | (3,001) | 267 |
Impairment loss of goodwill | 81,605 | 12,806 | 27,591 | |
Provision for impairment loss of account receivables and other receivables | 7,240 | 1,136 | 23,944 | 1,610 |
Equity in loss/(income) on equity method investments | 149 | 23 | 1,532 | (2,658) |
Deferred income tax benefit | (20,650) | (3,240) | (2,786) | (9,144) |
Gain/(loss) on disposal and closure of subsidiaries and branches | 37,829 | 5,936 | 31,884 | (583) |
Warrant financing | 2,404 | 377 | 41,118 | |
Share-based compensation expenses | 23,334 | 3,662 | 52,256 | 96,661 |
Changes in operating assets and liabilities, net of effect of acquisitions and disposals of subsidiaries: | ||||
Decrease in contract assets | 871 | 137 | 1,630 | 6,384 |
Increase in accounts receivable | (24,576) | (3,856) | (22,125) | (42,169) |
(Increase)/decrease in other contract costs | 13,051 | 2,048 | 7,761 | (9,731) |
(Increase)/decrease in prepayments and other current assets | (24,225) | (3,801) | 5,849 | 21,560 |
(Increase)/decrease in other non-current assets | 14,500 | 2,275 | 21,681 | (1,108) |
Increase/(decrease) in accounts payable | (849) | (133) | 1,274 | 10,807 |
Decrease in deferred revenue | (140,309) | (22,018) | (79,954) | (35,278) |
Increase/(decrease) in salary and welfare payable | (24,880) | (3,904) | (6,530) | 6,182 |
Increase/(decrease) in financial liabilities from contracts with customers | (46,629) | (7,317) | (105,534) | 66,932 |
Increase/(decrease) in accrued expenses and other payables | (11,027) | (1,730) | (7,031) | 5,067 |
(Increase)/decrease in prepaid tax | (19) | (3) | (1,315) | 409 |
Decrease in operating lease liabilities | (71,206) | (11,174) | (107,007) | (121,345) |
Increase in income taxes payable | 347 | 54 | 7,405 | 16,352 |
Net cash flow used in operating activities | (459,303) | (72,075) | (343,218) | (21,571) |
Cash flows from investing activities: | ||||
Acquisition of subsidiaries, net of cash acquired | (38,556) | |||
Disposal of subsidiaries | (688) | |||
Purchases of property and equipment | (73,050) | (11,463) | (25,652) | (86,469) |
Proceeds from disposal of property and equipment | 438 | 69 | 22,749 | 5 |
Advances to related parties | (44,198) | (6,936) | (10,219) | (45,033) |
Repayment of advances to related parties | 44,867 | 7,041 | 11,947 | 64,077 |
Purchase of short-term investments | (42,001) | |||
Proceeds from maturities of short-term investments | 42,496 | |||
Repayment of loan to a third-party | 20,000 | |||
Others | (2,495) | |||
Net cash used in investing activities | (71,943) | (11,289) | (680) | (89,159) |
Cash flows from financing activities: | ||||
Advances from related parties | 97,478 | 15,296 | 63,664 | 31,084 |
Repayment of advances from related parties | (105,912) | (16,620) | (14,323) | (50,306) |
Proceeds from bank loans | 27,000 | 4,237 | 185,000 | 107,000 |
Repayment of bank loans | (154,900) | (24,307) | (143,100) | (15,000) |
Reserves recapitalization | 216,172 | |||
Payment for offering expenses | (14,773) | |||
Proceeds from contributions from equity shareholders | 744,351 | 116,805 | 217 | |
Net cash generated from financing activities | 608,017 | 95,411 | 292,640 | 72,995 |
Net increase(decrease) in cash and cash equivalents and restricted cash | 76,771 | 12,047 | (51,258) | (37,735) |
Cash and cash equivalents and restricted cash at the beginning of the year | 100,473 | 15,766 | 151,731 | 189,466 |
Cash and cash equivalents and restricted cash at the end of the year | 177,244 | 27,813 | 100,473 | 151,731 |
Supplemental disclosure of cash flow information: | ||||
Interest paid | 2,400 | 377 | 5,171 | 2,322 |
Income tax paid | 105 | 16 | 279 | 4,305 |
Supplemental disclosure of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | 168,404 | 26,426 | 90,115 | 140,132 |
Restricted cash | 8,840 | 1,387 | 10,358 | 11,599 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | ¥ 177,244 | $ 27,813 | ¥ 100,473 | ¥ 151,731 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | 1. Organization and Principal Activities (a) Principal activities Meten Holding Group Ltd. (formerly known as “Meten EdtechX Education Group Ltd.”) (the “Company”) was incorporated on September 27, 2019 under the law of Cayman Islands as an exempted company with limited liability. As of December 31, 2021, the Company, through its subsidiaries and consolidated variable interest entities (“VIEs”) (collectively referred to as the “Group”) was primarily engaged in providing a wide range of educational programs, services and products, consisting primarily of classroom-based English training services, overseas training services, online English training services and operation of education software. All of the Group’s operations and customers are located in the People’s Republic of China(“PRC”). The Company does not conduct any substantive operations of its own. On August 11, 2021, the Company changed its name from “Meten EdtechX Education Group Ltd” to “Meten Holding Group Ltd”. As of December 31, 2021, the details of the Company's major subsidiaries, consolidated VIEs and the major subsidiaries of the VIEs are as follows: Entity Date of Place of Percentage of Principal activities Major subsidiaries: Meten International Education Group July 10, 2018 Cayman Islands 100% Investment holding Meten Education Investment Limited (“Meten BVI”) July 18, 2018 British Virgin Islands (“BVI”) Investment holding Likeshuo Education Investment Limited (“Likeshuo BVI”) July 18, 2018 British Virgin Islands (“BVI”) Investment holding Meten Education (Hong Kong) Limited (“Meten HK”) August 22, 2018 Hong Kong Investment holding Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) August 22, 2018 Hong Kong Investment holding Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) September 20, 2018 PRC 100% Technology development and education consulting service Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) September 20, 2018 PRC 100% Technology development and education consulting service VIEs: Shenzhen Meten International Education Co., Limited (“Shenzhen Meten”) PRC Shenzhen Likeshuo Education Co., Ltd. (‘‘Shenzhen Likeshuo’’) October 26, 2018 PRC Online English training VIEs’ major subsidiaries and schools: Shenzhen Likeshuo Network Technology Co., Ltd October 30, 2013 PRC Meten Education (Shenzhen) Co., Ltd November 24, 2015 PRC 100% Offline English training Nanjing Meten Foreign Language Training Co., Ltd December 6, 2013 PRC 100% Offline English training Chengdu Meten Education Technology Co., Ltd April 20, 2016 PRC 100% Offline English training Guangzhou Meten Education Technology Co., Ltd March 29, 2016 PRC 100% Offline English training Beijing Jingchengying Education and Culture Development Co., Ltd. September 16, 2002 PRC 80% Offline English training Beijing Jingcheng Education Network Technology Co., Ltd. July 15, 2005 PRC 80% Offline English training Beijing Fengtai District ABC Foreign Language Training School May 27, 2005 PRC 80% Offline English training Beijing Xicheng District ABC Foreign Language Training School February 16, 2007 PRC 80% Offline English training Harbin ABC Foreign Language School February 28, 2000 PRC 80% Offline English training Harbin ABC Culture Training School November 18,2016 PRC 80% Offline English training Harbin Xiangfang District ABC Foreign Language School July 31, 2006 PRC 80% Offline English training (b) History of the Group and reorganization Organization and General The Company is authorized to issue 16,666,667 ordinary shares with a par value of $0.003 per share. On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $ 0.0001. On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng. Reverse recapitalization On December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”), a Cayman Islands exempted company which incorporated on July 10,2018 and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the“Merger Subs”). EdtechX was a blank check company incorporated in Delaware on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company respectively. Meten International was determined to be the accounting acquirer given the controller of Meten International effectively controlled the combined entity Meten EdtechX Education Group Ltd after the SPAC transaction. The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 20. The par value of ordinary shares was adjusted retrospectively from RMB219 to RMB34, the subscription receivable was adjusted retrospectively from negative RMB 2 to RMB nil, and the difference of RMB183 was adjusted retrospectively as in addition paid-in capital as of December 31, 2019. The consolidated statements of changes in equity (deficit) for the years ended December 31, 2019 was also adjusted retrospectively to reflect these changes. The weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted was adjusted retrospectively from 318,601,222 to 1,613,054 for the year ended December 31, 2019. The loss per share before and after the retrospective adjustments are as follows. 2019 Before adjustment After adjustment RMB RMB Net loss per share attributable to Meten International’ shareholders – per share -Basic (0.69 ) (136.02 ) -Diluted (0.69 ) (136.02 ) Immediately prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the merger transaction. In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. Reorganization of Meten International Prior to the SPAC Transaction, the Meten International undertook a series of steps to restructure its business. Meten International’s history began in April 2006 with the commencement of operations of Shenzhen Meten, a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr. Yupeng Guo. On December 18, 2017, Shenzhen Meten converted into a joint stock limited liability company and 30,000,000 shares of RMB1 each were issued. From March 2012 to August 2018, Mr. Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.5 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.11 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership (Limited Partnership), Zhihan (Shanghai) Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited Partnership) (collectively known as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten. In preparation of the listing in capital markets of Shenzhen Meten’s general adult English training, overseas training services, online English training and other English language-related services businesses (“the Business”), Shenzhen Meten has undergone a series of reorganization transactions (“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman holding company for the Business in preparation for its overseas listing. The Reorganization was executed in the following steps: 1) Meten International was incorporated as an exempted company with limited liability in the Cayman Islands on September 27, 2019 and as offshore holding company of the Group. In July and August 2018, the Founders and Pre-listing Investors subscribed for ordinary shares of Meten International at par value, all in the same proportions as the percentage of the then equity interest they held in Shenzhen Meten. Upon the issuance of ordinary shares to the Founders and Pre-listing Investors, the equity structure of the Meten International is identical to that of Shenzhen Meten. 2) In July 2018, Meten International further established two wholly-owned subsidiaries in the British Virgin Islands, Meten BVI and Likeshuo BVI. 3) In August 2018, Meten BVI and Likeshuo BVI established two wholly-owned subsidiaries in Hong Kong, Meten HK and Likeshuo HK, respectively. 4) In September 2018, Meten HK and Likeshuo HK established two wholly-owned subsidiaries in China, named Zhuhai Meten and Zhuhai Likeshuo, respectively. 5) In October 2018, Shenzhen Meten was split into three separate legal entities, namely Shenzhen Meten, Shenzhen Likeshuo and Shenzhen Yilian Education Investment Co. Ltd. (“Shenzhen Yilian Investment”). 6) In November 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) entered into a series of contractual arrangements, including a business cooperation agreement, exclusive technical service and management consultancy agreement, exclusive call option agreement, equity pledge agreement and shareholders’ rights entrustment agreement (collectively referred to as the “Contractual Arrangements” as further described below) with Shenzhen Meten, Shenzhen Likeshuo and their shareholders, respectively. Consequently, Shenzhen Meten and Shenzhen Likeshuo became consolidated VIEs of Meten International upon the completion of the relevant reorganization steps. 7) As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018. The Reorganization involved the restructuring of the legal structure of the Business, which was under common control and did not result in any changes in the economic substance of the ownership and the Business. The accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods presented. Upon completion of the Reorganization, Meten International’s shares and per share information including the basic and diluted income/(loss) per share have been presented retrospectively as if the number of ordinary shares outstanding immediately after the completion of the Reorganization had been outstanding from the beginning of the earliest period presented, except for the ordinary shares issued in connection with the exchange of Redeemable Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted for the portion of the period that they were outstanding. (c) VIE arrangements Given the uncertainties as to whether applicable PRC laws and regulations prohibit foreign investors from providing English language training and value-added telecommunications services in the PRC, the Company operates substantially all of its business through its VIEs. To provide the Company the control of the VIEs, Zhuhai Meten and Zhuhai Likeshuo entered into a series of contractual arrangements with the VIEs and their respective equity holders as follows: Business Cooperation Agreements Pursuant to the business cooperation agreements, the WFOEs shall provide management support, consulting services and technical services necessary for the English training and relevant services, and in return, the VIEs shall pay services fees to the WFOEs accordingly as described under the exclusive technical service and management consultancy agreement. Without the prior written consent of the WFOEs, the VIEs and its affiliated entities cannot accept services provided by or establishing similar corporation relationship with any third party. Exclusive Technical Service and Management Consultancy Agreements Pursuant to the exclusive technical service and management consultancy agreements, the WFOEs agreed to provide exclusive technical services to the VIEs and its affiliated entities. Without the prior written consent of the WFOEs, the VIEs and their respective affiliated entities cannot accept services provided by or establishing similar corporation relationship with any third party. The WFOEs owns the exclusive intellectual property rights created as a result of the performance of this agreement unless otherwise provided by the PRC laws or regulations. In consideration of the technical and management consultancy services provided by the WFOEs, the VIEs and their respective affiliated entities agreed to pay annual service fees to the WFOEs in an amount at the WFOEs’ discretion. As of December 31, 2018, no service fee had been paid by and or was payable from the VIEs to the WFOEs. Exclusive Call Option Agreements Under the exclusive call option agreements, entered into among the VIEs, the WFOEs and each of the equity holders of the VIEs, each of the equity holders of the VIEs irrevocably granted the WFOEs an exclusive option to purchase, or have its designated representatives to purchase, to the extent permitted under PRC law, all or part of his or its equity interests in the VIEs. The WFOEs or its designated representatives have sole discretion as to when to exercise such options, either in part or in full. The exercise prices for the VIEs is equal to the lowest price as permitted under applicable PRC law and regulations. Without the WFOEs’ prior written consent, the VIEs’ equity holders shall not sell or otherwise dispose of their beneficial interest, increase or decrease the registered capital, amend its articles of association, create or allow any encumbrance on its assets or other beneficial interests and provide any loans or guarantees, etc.. The agreements expire upon transfer of all equity interest and assets of the VIEs to the WFOEs or its designated representatives. Equity Pledge Agreements Pursuant to the equity pledge agreements among the WFOEs, the VIEs and the equity holders of the VIEs, the equity holders of the VIEs shall pledge all of their equity interests in the VIEs to the WFOEs to guarantee the performance by the VIEs and the equity holders’ performance of their respective obligations under the Contractual Arrangements. In enforcing the pledge, if the VIEs and/or their shareholders breach their contractual obligations under those agreements, the WFOEs, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. This agreement is not terminated until all of the VIEs’ obligations have been fulfilled under the Contractual Arrangements. Shareholders’ Rights Entrustment Agreements Pursuant to the shareholders’ rights entrustment agreement signed between the WFOEs, the VIEs and the equity holders of the VIEs, the equity holders of the VIEs irrevocably appointed the WFOEs as its attorney-in-fact to exercise on such shareholder’s behalf any and all rights that such shareholder has in respect of its equity interest in the VIEs, including but not limited to executing the exclusive right to convene and attend shareholders’ meeting, vote on all matters of the VIEs under their Articles of Association, nominate and appoint directors and other senior management members of the VIEs. These agreements remain effective and irrevocable in the period which can be extended under PRC laws until the WFOEs has purchased all equity of the VIEs under the exclusive call option agreements. Spousal Undertakings Pursuant to the spouse undertakings, the respective spouse of the individual shareholders of the VIEs has irrevocably agreed to the execution of business cooperation agreement, exclusive technical service and management consultancy agreement, exclusive call option agreement, equity pledge agreement and shareholders’ rights entrustment agreement. The respective spouse of the individual shareholders of the VIEs further undertakes that he or she has not participated, is not participating and shall not in the future participate in the operation, management, liquidation, dissolution and other matters in relation to the VIEs and its affiliated entities, and confirms that the respective shareholder or its designated person can execute all necessary documents and perform all necessary procedures and give effect to the fundamental purposes under the contractual arrangements mentioned above, and further confirms and agrees to all such documents and procedures in relation to the spouse’s equity interest in the VIEs. Through the aforementioned contractual agreements, the Company has the ability to: ● exercise effective control over the VIEs whereby having the power to direct Shenzhen Meten and Shenzhen Likeshuo’s activities that most significantly drive the economic results of them; ● receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from Shenzhen Meten and Shenzhen Likeshuo as if it was their sole shareholder; and ● have an exclusive option to purchase all of the equity interests in Shenzhen Meten and Shenzhen Likeshuo. Management therefore concluded that the Company, through the above Contractual Arrangements, has the power to direct the activities that most significantly impact the VIEs’ economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the VIEs, and therefore the Company is the ultimate primary beneficiary of these VIEs. Consequently, the financial results of the VIEs were included in the Group’s consolidated financial statements. The table sets forth the assets and liabilities of the VIEs included in the Company’s consolidated balance sheets: As of December 31, 2020 2021 RMB’000 RMB’000 ASSETS Current assets Cash and cash equivalents 66,987 61,535 Contract assets 6,194 5,323 Accounts receivable 26,731 44,118 Other contract costs 33,153 31,869 Prepayments and other current assets 49,153 39,716 Amounts due from related parties 7,934 7,265 Prepaid income tax 13,046 13,267 Total current assets 203,198 203,093 Non-current assets Restricted cash 10,358 8,840 Other contract costs 19,995 11,149 Equity method investments 24,552 24,403 Property and equipment, net 146,215 85,290 Operating lease right-of-use assets 322,559 105,551 Intangible assets, net 18,277 13,721 Deferred tax assets 6,997 25,991 Goodwill 274,567 192,962 Long-term prepayments and other non-current assets 40,648 26,015 Total non-current assets 864,168 493,922 Total assets 1,067,366 697,015 Current liabilities Accounts payable 9,762 15,881 Bank loans 133,900 6,000 Deferred revenue 341,934 213,006 Salary and welfare payable 65,927 26,075 Financial liabilities from contracts with customers 384,561 337,932 Accrued expenses and other payables 43,009 7,733 Current operating lease liabilities 131,151 35,817 Income taxes payable 267 195 Amounts due to related parties 159,739 685,287 Total current liabilities 1,270,250 1,327,926 Non-current liabilities Deferred revenue 46,927 35,546 Deferred tax liabilities 7,661 4,433 Operating lease liabilities 200,409 34,137 Non-current tax payable 33,718 59,824 Total non-current liabilities 288,715 133,940 Total liabilities 1,558,965 1,461,866 The table sets forth the results of operations of the VIE included in the Company’s consolidated statements of comprehensive income/(loss): Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Net revenues 1,447,899 897,035 728,996 Net loss (121,363 ) (283,829 ) (227,071 ) The table sets forth the cash flows of the VIE included in the Company’s consolidated statements of cash flows: Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Net cash used in operating activities (16,195 ) (164,268 ) (375,922 ) Net cash used in investing activities (99,087 ) (54 ) (2,685 ) Net cash generated from financing activities 72,778 91,241 371,637 The unrecognized revenue producing assets that are held by the VIEs comprise of assembly workforce and intellectual property and trademarks which were not recorded on the Company’s consolidated balance sheets as they do not meet all the capitalization criteria. In accordance with the Contractual Arrangements, the Company has power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without restrictions. Therefore the Company considers that there is no asset in the VIEs that can be used only to settle obligations of the respective VIE, except for registered capital and the PRC statutory reserves Relevant PRC laws and regulations restrict the VIEs from transferring a portion of its net assets, equivalent to the balance of their capital and statutory reserves, to the Company in the form of loans and advances or cash dividends. Please refer to Note 24 for disclosure of the restricted net assets. As the VIEs are incorporated as limited liability companies under the PRC Company Law, the creditors of the VIEs do not have recourse to the general credit of the Company. There is currently no contractual arrangement that would require the Company to provide additional financial support to the VIEs. Risks associated with VIE arrangements There are substantial uncertainties regarding the interpretation and application of the PRC laws and regulations, and the Company cannot assure you that the PRC government would agree that the Group’s corporate structure or any of the above-mentioned Contractual Arrangements comply with current or future PRC laws or regulations. The PRC laws and regulations governing the validity of these Contractual Arrangements are uncertain and the relevant government authorities may have broad discretion in interpreting these laws and regulations. If the Company and its consolidated VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain any of the required licenses and permits, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including: (a) revoking the business licenses of such entities; (b) discontinuing or restricting the operations of any transactions among the Company’s PRC subsidiaries and the VIEs; (c) limiting the Company’s business expansion in China by way of entering into contractual arrangements; (d) confiscating the income of the VIEs or the Company’s PRC subsidiaries; (e) imposing fines, penalties or other requirements with which the Company, its PRC subsidiaries or consolidated VIEs may not be able to comply; (f) requiring the Company to restructure its ownership structure or operations, terminate the Contractual Arrangements with the VIEs and deregistering the equity pledges on the equity interest in the VIEs, which in turn would affect its ability to consolidate, derive economic interests from, or exert effective control over the VIEs; (g) restricting or prohibiting its use of the proceeds of any offering to finance its business and operations in China; or (h) restricting the use of financing sources by the Company or the VIEs, or otherwise restricting the Company or the VIEs’ ability to conduct business. If the imposition of any of these penalties precludes the Company from operating its business, it would no longer be in a position to generate revenue or cash from it. If the imposition of any of these penalties causes the Company to lose its rights to direct the activities of its consolidated VIEs or its rights to receive its economic benefits, the Company would no longer be able to consolidate these entities, and its financial statements would no longer reflect the results of operations from the business conducted by VIEs except to the extent that the Company receives payments from VIEs under the Contractual Arrangements. Either of these results, or any other significant penalties that might be imposed on the Company in this event, would have a material adverse effect on its financial condition and results of operations. (d) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’). The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted. (e) Principles of consolidation The Group’s consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIEs. All transactions and balances among the Company, its subsidiaries and its VIEs have been eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting powers; has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether the Company or its subsidiaries are the primary beneficiary, the Company considered whether it has the power to direct activities that are significant to the VIE’s economic performance, and also the Group’s obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company, through the WFOEs holds all the variable interests of the VIEs, and has been determined to be the primary beneficiary of the VIEs. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The accompanying consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group's ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements, including obtaining bank borrowings. Historically, the Group relied on external bank loans and financing from Pre-listing investors to fund its working capital and capital expenditure requirements and to meet its obligations and commitments when they become due. The operations of all of the Group’s offline learning centers were suspended in February and March 2020 as well as December 2021 and March 2022 pursuant to the use of emergency executive authority by central and local governments in relation to the containment of the COVID-19 pandemic. The suspension of the Group’s offline learning centers has had a material adverse effect on its business, financial condition and results of operations. As reflected in the accompanying consolidated financial statements, during the year ended December 31, 2021, the Group incurred a net loss of RMB386,297 and had a net operating cash outflow of RMB459,303. As of December 31, 2021, the Group had a net current liabilities of RMB325,113. The Group had taken actions to manage its costs and to conserve cash, including reducing operating expenses, negotiating rent concessions for certain leased properties and closing underperforming learning centers. The Group has also migrated some offline general adult ELT, overseas training and junior ELT courses to various online platforms to continue the delivery of the relevant training services. The Group’s offline learning centers had been gradually reopened with the approval of central and relevant local governments. As of the date of issuance of the accompanying consolidated financial statements, a majority of the Group’s offline learning centres have been partially or fully reopened. The Group has carried out a review of its cash flow forecast for the twelve months ending from the date of issuance of the accompanying consolidated financial statements. Based on such forecast, management believes that adequate sources of liquidity exist to fund the Group's working capital and capital expenditures requirements, and other liabilities and commitments as they become due. In preparing the cash flow forecast, management has considered historical cash requirements, working capital and capital expenditures plans, estimated operating cash flows during forecast period taking into consideration the impact of COVID-19, existing cash on hand, as well as other key factors, including utilization of credit facilities granted by financial institutions. The Group’s principal liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. The Group’s ability to fund these needs will depend on its future performance, which will be subject in part to general economic, competitive and other factors beyond its control. These conditions raise substantial doubt as to the Group’s ability to remain a going concern. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 3. Summary of significant accounting policies (a) Use of estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. (b) Functional currency The Group use RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”), while the functional currency of the PRC entities in the Group is RMB as determined based on the criteria of Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters. (c) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2021 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB 6.3726, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31,2021. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2021, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. (d) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, and highly liquid investments. The Group considers highly liquid investments that are readily convertible into known amounts of cash and with a maturity of three months or less when purchased to be cash equivalents. All of the Group’s bank deposits is RMB denominated and are placed with financial institutions in the PRC. The Group does not have any cash equivalents as of December 31, 2020 and 2021, respectively. (e) Short-term investments Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions. The Group classifies the wealth management products as available-for-sale securities. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related income tax effect, on available-for-sale securities are excluded from earnings and reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. (f) Contract assets A contract asset is recognized when the Group recognizes revenue before being unconditionally entitled to the consideration under the payment terms set out in the contract. Contract assets are set off against financial liabilities with customers when the customers are not entitled to full refund of the tuition fee paid (see note 3(r)). (g) Accounts receivable Accounts receivable primarily consists of receivables of franchise fees. Accounts receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required. The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2019, 2020 and 2021, the Group does not have any off-balance-sheet credit exposure relate to its customers, except for the guarantees given to installment institutions for loans granted to customers of the Group’s English training services in Note 23(b). (h) Contract costs Contract costs are the incremental costs of obtaining a contract with a customer. Incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained e.g. an incremental sales commission. Incremental costs of obtaining a contract are capitalized when incurred if the costs relate to revenue which will be recognised in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract are expensed when incurred. Capitalized contract costs are stated at cost less accumulated amortisation and impairment losses. Contract costs capitalized as of December 31, 2020 and 2021 relate to the incremental sales commissions paid to third-party sales agents or the Group’s sales personnel whose selling activities resulted in customers entering into sale and purchase agreements for the Group’s services. Contract costs are recognized as part of “selling and marketing expenses” in the consolidated statements of comprehensive income/(loss) in the period in which revenue from the related services is recognized. The amount of capitalized costs recognized in profit or loss for the years ended December 31, 2019, 2020 and 2021 were RMB 87,635, RMB 59,014 and RMB 49,244 respectively. (i) Restricted cash Restricted cash mainly consists of security deposits for establishments of training schools as requested by local education bureau. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement for the establishment. Amounts included in restricted cash represent those required to be set aside by a contractual agreement with education bureau. (j) Equity method investments Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. (k) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and any recorded impairment. Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal. The estimated useful lives are presented below. Buildings 20 years Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets Motor vehicles 5 years Equipment, fixture and furniture, and other fixed assets 2 - 10 years Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The Group capitalizes costs associated with the acquisition of major software for internal use in other assets in the consolidated balance sheets and amortizes the assets over the expected life of the software, generally between five and ten years. (l) Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Major business combinations occurred during the years ended December 31, 2019, 2020 and 2021 are disclosed in Note 5. (m) Acquired intangible assets, net Acquired intangible assets other than goodwill mainly consist of trademark, backlog, customer relationship and favorable lease assets, and are carried at cost, less accumulated amortization and impairment. Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful lives. The amortization periods by intangible asset classes are as follows: Trademark 10 years Backlog 3 years Customer relationship 5.5 years Reacquired right 1 year (n) Impairment of long-lived assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the years December 31, 2019, 2020 and 2021. (o) Operating leases Policy applicable before January 1, 2019: Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements comprehensive (loss) income on a straight-line basis over the lease periods. Certain operating leases contain rent holidays and escalating rent. Rent holidays and escalating rent are considered in determining the straight-line rent expense to be recorded over the lease term. The Group had no capital leases for the years ended December 31, 2018. Policy applicable beginning January 1, 2019: The Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and non-current lease liabilities on the Group’s consolidated balance sheets. ROU lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. (p) Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long term rate of growth for the Group's business, estimation of the useful life over which cash flows will occur, and determination of the Group's weighted average cost of capital. The Group has the option to perform a qualitative assessment to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying value prior to performing the two-step goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the Group performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. The Group performs its annual impairment review of goodwill at December 31 of each year. RMB 27,591 and RMB 81,605 impairment losses were recorded for goodwill for the years ended December 31, 2020 and 2021, respectively. (q) Deferred Revenue Cash proceeds received from customers are recorded as deferred revenue when the Group being unconditionally entitled to the tuition fees/proceeds under the payment terms set out in the contract. Deferred revenue are recognized as revenues when revenue recognition criteria are met. (r) Revenue recognition The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The primary sources of the Group's revenues are as follows: (1) General adult English training service and overseas training service The general adult English training service primarily consist of English classroom-based training. Course fees are generally collected in advance as a package or paid under installment plans for: (i) service fee of main English classroom-based courses; (ii) service fee of supplementary English classroom-based course; (iii) educational materials; and (iv) assessment of level of English proficiency. The overseas training services are provided for customers planning to take international standardized tests and/or study abroad. Such services comprise international standardized test preparation courses and overseas study services. The customers can attend main English classroom-based course/overseas training for predetermined course hours in a predetermined period of time. Supplementary English classroom-based course can be attend without limit in such period of time. The Group has assessed all variable considerations identified when determining the transaction price. In making such assessment, the Group has considered various possible forms that variable considerations may take, including price concessions, discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar items. Generally, customers are entitled to a short-term course trial period/trial courses which commences on the date the course begins or the date of contract signed. Course fee refunds are provided to customers if they decide not to participate in such course within the trial period/trial courses. In addition, the Group offers refunds of the amount related to the course fee of the undelivered course hours after deducting 30% of it or certain amount of teaching service fee for each completed course level to customers who withdraw from a course, provided attended course hours are less than or equal to 30% of total hours in the courses at the time of withdrawal. No refund will be provided for customers attending more than 30% of total hours in the underlying courses. Reversal in the amount of cumulative revenue arising from refunds have been insignificant for the years ended December 31, 2019, 2020 and 2021. Each type of service/product included in the course fee is a separate unit of accounting, as each type has distinct nature with different patterns and measurements of transfer to the customers. The Group estimates standalone selling prices of each service/product and recognizes them in different revenue recording methods. For main English classroom-based courses/overseas training services, revenues are recognized proportionately as the course hours are consumed. Customers may not utilize all of their contracted rights within the service period. Such unutilized service treatments are referred to as breakage. An expected breakage amount is determined by historical experience and is recognized as revenue in proportion to the pattern of service utilized by the customers. For supplementary English classroom-based course, revenues are recognized on a straight-line basis over the entire main English classroom-based course period. For educational materials and assessments of level of English proficiency, revenues are recognized according to the accounting policy as set out in note 3(r)(4) below. Course fee received are initially recorded as financial liabilities from contracts with customers. During the trial period/trial courses, the Group recognizes contract assets when revenues are recognized. After the completion of trial period/trial course but before the completion of 30% of total hours in the courses, the contract assets are set off against the financial liabilities from contracts with customers and recognition of revenue is recorded as a reduction of the related financial liabilities from contracts with customers, and non-refundable amounts of course fee are transferred from financial liabilities from contracts with customers to deferred revenue. After the completion of 30% of total hours in the courses, the remaining financial liabilities from contracts with customers are reclassified as deferred revenue in the consolidated balance sheet and the recognition of revenue is recorded as a reduction of the deferred revenue. (2) Online English training services The Group operates “Likeshuo” platform to offer online live streaming English training services. Customers enroll for online courses by the use of prepaid study cards. The Group has assessed all variable considerations identified when determining the transaction price. In making such assessment, the Group has considered various possible forms that variable considerations may take, including price concessions, discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar items. For courses offered on the “Likeshuo” platform, the Group typically allows a refund of the course fees for any undelivered course/service hours after deducting a platform operation charge associated with the delivering such courses/services online, provided that a customer shall apply for refund at any time during these courses. Reversal in the amount of cumulative revenue arising from refunds have been insignificant for the years ended December 31, 2019, 2020 and 2021. The proceeds collected for the study cards are initially recorded as financial liabilities from contracts with customers. Revenues are generally recognized proportionately as the course/service hours are delivered. (3) Junior English training The Group offers junior English training services under “Meten” brand and “ABC” brand. Customers attend the classroom-based training for predetermined course hours in a predetermined period of time. The Group has assessed all variable considerations identified when determining the transaction price. In making such assessment, the Group has considered various possible forms that variable considerations may take, including price concessions, discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar items. For courses offered under “Meten” brand, the refund policy is similar to the general adult English training service. For courses offered under “ABC” brand, customers are generally entitled to full refund regarding the incompleted course hours after deduction of RMB 2,000 yuan as the early contract termination fee if a student requests a refund within 30 days upon the commencement of the course. No refund will be provided if a student requests a refund after 30 days upon the commencement of the course. Course fee received are initially recorded as financial liabilities from contracts with customers. Within the trial period of 30 days, recognition of revenue is recorded as a reduction of the related financial liabilities from contracts with customers. After 30 days upon the commencement of the course, the remaining financial liabilities from contracts with customers are reclassified as deferred revenue in the consolidated balance sheet and the recognition of revenue is recorded as a reduction of the deferred revenue. Revenues are generally recognized proportionately as the course hours are delivered. (4) Sales of goods Sales of goods are primarily derived from 1) sales of food and beverage during tuitions; and 2) delivery of educational materials and assessment report of level of English proficiency as included in the package of general classroom-based English training services. Revenue is recognized when the customer takes possession of and accepts the products. (5) Revenue from other English language-related services Revenue from other English language-related services are primarily derived from franchising learning centers through which the franchisee are authorized to use the Group’s brand and are required to adopt the Group’s centralized management system. An initial franchise fee and one-time design consulting fee or a renewal franchise fee is received when the Group enters into or renew a franchise agreement. During the term of the franchise, each franchised learning center are charged recurring franchise fees monthly based on an agreed percentage of its collected course and service fees and related individual course materials fees. The revenue of initial/renewal franchise fee is recognized on a straight-line basis over the franchise period. The revenue of one-time design consulting fee is recognized when the consulting service is provided. The revenue of recurring franchise fee is recognized when the Group and the franchisee confirm and agree the calculation of the fee at the end of each month during the franchise period. (s) Cost of revenue Cost of revenue consists of expenditures incurred in the generation of the Group’s revenue, includes but not limited to the course content related costs, service fees paid to contract human teachers in courses, rental expenses, IT service costs and depreciations for property and equipment. (t) Sales and marketing expenses Sales and marketing expenses consist primarily of advertising costs, branding and marketing expenses, salary and welfare for sales and marketing personnel, commission to distribution channels and sales and marketing personnel. The branding and marketing expenses amounted to RMB 140,281, RMB 123,308 and RMB 83,327 for the years ended December 31, 2019, 2020 and 2021, respectively. (u) General and administrative expenses General and administrative expenses consist primarily of salary and welfare for general and administrative personnel, share-based compensation expenses, agency expenses, depreciation expenses for property and equipment, property management fee and general office expenses. (v) Research and development expenses Research and development costs are expensed as incurred. (w) Government grants Government grant is recognized when there is reasonable assurance that the Group will comply with the conditions attach to it and the grant will be received. Government grant for the purpose of giving immediate financial support to the Group with no future related costs or obligation is recognized in the Company’s consolidated statements of comprehensive income (loss) when the grant becomes receivable. For the years ended December 31, 2019, 2020 and 2021, RMB 5,773, RMB 28,124 and RMB 7,969 of government grants were recognized, respectively. (x) Employee benefits Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries and VIE of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately RMB 62,084, RMB 27,054 and RMB 33,711 for the years ended December 31, 2019, 2020 and 2021, respectively. (y) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’ that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring. The Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’ to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’ recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income. (z) Share based compensation Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied. Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made. (aa) Statutory reserve In accordance with the Company Laws of the PRC, the PRC Entities registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory |
Risks and Concentration
Risks and Concentration | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Risks and Concentration | 4. Risks and Concentration (a) Foreign exchange risk As the Group’s principal activities are carried out in the PRC, the Group’s transactions are mainly denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions involving RMB must take place through the People’s Bank of China or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the People’s Bank of China that are determined largely by supply and demand. The management does not expect that there will be any significant currency risk for the Group during the reporting periods. (b) Credit and concentration risk The Group’s credit risk arises from cash and cash equivalents, short-term investments, prepayments and other current assets, and accounts receivable. The carrying amounts of these financial instruments represent the maximum amount of loss due to credit risk. The Group expects that there is no significant credit risk associated with the cash and cash equivalents and short-term investments which are held by reputable financial institutions in the jurisdictions where the Company, its subsidiaries and VIEs are located. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality. The Group has no significant concentrations of credit risk with respect to its prepayments. Accounts receivable is typically unsecured and are derived from revenue earned either from franchisee or from customers under the installment payment arrangement. The risk with respect to accounts receivable is mitigated by credit evaluations performed on them. The credit risk exposure resulted from guarantee provided for customers under the installment payment arrangement are disclosed in Note 23(b). (i) Concentration of revenues No single customer represented 10% or more of the Group’s revenues for the years ended December 31, 2019, 2020 and 2021. (ii) Concentration of accounts receivable The Group has not experienced any significant recoverability issue with respect to its accounts receivable. The Group conducts credit evaluations on its franchisees and customers under the installment payment arrangements and generally does not require collateral or other security from such franchisees and customers. The following table summarized party with greater than 10% of the accounts receivable: As of December 31, 2020 2021 Receivables from Franchisee A 19 % 21 % Receivables from Franchisee B * 18 % Receivables from Franchisee C 19 % 15 % Receivables from Franchisee D 19 % 12 % Receivables from Franchisee E 11 % * * Less than 10% |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business combinations | 5. Business combinations Assets acquired and liabilities assumed in business combinations were recorded on the consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Group have been included in the consolidated statements of income (loss) since their respective dates of acquisition. The excess of the purchase price at the acquisition date over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. There was no business acquisition for the years ended December 31, 2021 and 2020 due to the impact of COVID-19. Business acquisitions for the year ended December 31, 2019: On May 31, 2019, Shenzhen Meten entered into several agreements with respect to certain business acquisitions, including 1)Yunnan Meten Enterprise Management Co., Ltd.; 2) Nantong Meilianhang Education Consulting Co., Ltd.; 3) Nantong Chongchuang Xinlianyu English Training School Co., Ltd.; and 4) Hefei Yilian Education Training Co., Ltd. (collectively referred as the “Acquirees”), pursuant to which Shenzhen Meten agreed to acquire 100% equity interests in the Acquirees for a total cash consideration of RMB15,010. Upon completion of the acquisition on May 31, 2019, the Acquirees became wholly-owned subsidiaries of Shenzhen Meten. The principal business activity of the Acquirees is providing general English language training service. The Acquirees were the franchised stores of the Group prior to the acquisition and management considered the results of the Group’s operations involving franchisees to be immaterial. These transactions were accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. The results of the Acquirees’ operations have been included in the Company’s consolidated financial statements since May 31, 2019. The revenue and net income of the Acquirees from the acquisition date to December 31, 2019 is RMB23,999 and RMB6,585 respectively. The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows: As of May 31, 2019 RMB’000 Cash and cash equivalents 4,254 Prepayments and other current assets 8,974 Property, plant and equipment 6,959 Operating lease right-of-use 15,320 Intangible assets 200 Accounts payable (1,518 ) Deferred revenue (25,098 ) Salary and welfare payable (1,219 ) Accrued expenses and other payables (2,795 ) Operating lease liabilities (15,320 ) Goodwill 25,253 Total purchase consideration 15,010 The intangible assets mainly consist of reacquired right. The fair values of the reacquired right of RMB200 is amortized within 1 year on a straight line basis. The goodwill of RMB25,253, which was primarily attributable to the synergies expected to be achieved from the acquisition, was assigned to general English training unit and is not deductible for tax purposes. The fair value of the deferred revenue was estimated based on the costs of fulfilling the obligations plus a normal profit margin under income approach. Unaudited Pro Forma Financial Information The following unaudited pro forma consolidated financial information for the years ended December 31, 2018 and 2019 is presented as if the acquisitions had been consummated on January 1, 2018 and after giving effect to acquisition accounting adjustments. These pro forma results have been prepared for illustrative purpose only and do not purport to be indicative of what operating results would have been had the acquisition actually taken place on the date indicated and may not be indicative of future operating results. Unaudited pro forma consolidated statements of comprehensive income(loss) for the years ended December 31, 2018 and 2019: Years ended December 31, 2018 2019 RMB’000 RMB’000 Revenues 1,455,736 1,464,028 Net income/(loss) 48,990 (228,193 ) |
Disposal and Closure of Subsidi
Disposal and Closure of Subsidiaries and Branches | 12 Months Ended |
Dec. 31, 2021 | |
Disposal Of Subsidiaries Disclosure [Abstract] | |
Disposal and closure of subsidiaries and branches | 6. Disposal and closure of subsidiaries and branches During the years ended December 31,2020 and 2021, due to the impact of COVID-19, the Group closed under-performing learning centers and subsidiaries to reduce operating expense. Loss on disposal and closing of subsidiaries and branches amounting to RMB 31,884 and 37,829 were recorded in the consolidated statements of comprehensive income (loss) for the years ended December 31, 2020 and 2021. During the year ended December 31, 2019, the Group disposed Shenzhen Meten Oversea Education Consulting Co., Ltd. (“Shenzhen Meten Oversea”), Shenzhen Shuangge Technology Co., Ltd. (“Shenzhen Shuangge”) to Shenzhen Yilian Education Investment Co., Ltd. (“Shenzhen Yilian Education”) and Shenzhen Xinlian Oversea Education Consulting Co., Ltd. (“Shenzhen Xinlian Oversea”) to two third-party individuals. The total cash consideration of the disposal of the three subsidiaries were RMB1,275.Disposal gains amounting to RMB583 were recorded in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2019. |
Contract balances
Contract balances | 12 Months Ended |
Dec. 31, 2021 | |
Contract Balances [Abstract] | |
Contract balances | 7. Contract balances The following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers. As of December 31, 2020 2021 RMB’000 RMB’000 Accounts receivable 52,866 67,620 Less: Allowance for doubtful debts (i) (25,853 ) (23,329 ) Accounts receivable, net 27,013 44,291 Contract assets 6,194 5,323 Deferred revenue -current 341,934 213,006 -non-current 46,927 35,546 Financial liabilities from contracts with customers 384,561 337,932 (i) Changes in the allowance for doubtful accounts were as follows: As of December 31, 2020 2021 RMB’000 RMB’000 At the beginning of the year 1,751 25,853 Allowance made during the year 25,694 7,298 Write-off (1,592 ) (9,822 ) At the end of the year 25,853 23,329 Significant changes in the balances of contract assets, deferred revenue and financial liabilities from contracts with customers are as follows. (a) Contract assets As of December 31, 2020 2021 RMB’000 RMB’000 At the beginning of the year 7,824 6,194 Net off the beginning contract assets with financial liabilities, as the result of rights to consideration becoming unconditional (7,384 ) (6,194 ) Contract assets recognized with the recognition of revenue during the year 5,754 5,323 At the end of the year 6,194 5,323 (b) Deferred revenue and financial liabilities from contracts with customers As of December 31, 2020 2021 RMB’000 RMB’000 At the beginning of the year 958,910 773,422 Net off the beginning contract assets with financial liabilities, as the result of rights to consideration becoming unconditional (7,384 ) (6,194 ) Revenue recognized that was included in the contract liabilities and financial liabilities at the beginning of the year (644,097 ) (604,900 ) Increase due to cash received, excluding amount recognized as revenue or refunded 465,993 424,156 At the end of the year 773,422 586,484 Reconciliation to the consolidated balance sheets As of December 31, 2020 2021 RMB’000 RMB’000 Deferred revenue 388,861 248,552 Financial liabilities 384,561 337,932 |
Prepayments and other assets
Prepayments and other assets | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Prepayments and other assets | 8. Prepayments and other assets The prepayments and other assets consist of the following: As of December 31, 2020 2021 RMB’000 RMB’000 Prepayments and other current assets Receivables from third-party payment channels (i) 17,983 10,151 Cash advanced to employees 517 566 Prepaid advertising and marketing fees 1,056 2,751 Prepaid rental and property management fees 3,109 3,637 Prepayment for purchase of office supplies 534 534 Books and other related educational materials (ii) 9,254 7,899 Prepayment for acquisition of subsidiaries 3,085 - Prepayment for equipment - 53,285 Prepaid taxes 4,837 5,824 Others 10,283 33,088 Total 50,658 117,735 Long-term prepayments and other non-current assets Prepayment for leasehold improvement 50 76 Long-term rental deposits 40,704 26,178 Total 40,754 26,254 (i) The balances represent the course fee for the courses due from third-party payment channels that are mainly due to timing difference between the Group’s receipts from the third-party payment channels versus the third-party payment channels’ cash receipts from the customers. (ii) Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories. |
Equity method investments
Equity method investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | 9. Equity method investments In May 2006, the Group invested RMB 250 to acquire 30% equity interest of Xiamen Han’en Education Consulting Co., Ltd. and in July and November 2016, the Group invested RMB 9,000 and RMB10,000 to acquire 15% and 20% equity interests of Shenzhen SKT Education Technology Co., Ltd. and Beijing Wuyan Education Consulting Co., Ltd., respectively (“Wuyan”), which are mainly engaged in educational services. The Group accounts for these investments under the equity method because the Group has the ability to exercise significant influence but does not have control over the investees. In April 2018, the Group made additional investment of RMB 3,750 in Wuyan to maintain its share of equity interests in this investee. The Group recognized (loss)/gain on equity method investments of RMB 2,658,RMB(1,532) and RMB(149) for the years ended December 31, 2019, 2020 and 2021, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | 10. Property and equipment, net Property and equipment consists of the following: As of December 31, 2020 2021 RMB’000 RMB’000 Cost: Buildings 75,092 75,092 Motor vehicles 11,185 9,889 Leasehold improvements 71,136 24,252 Equipment, fixture and furniture, and other fixed assets 49,823 31,307 Total cost 207,236 140,540 Less: Accumulated depreciation 60,345 54,737 Property and equipment, net 146,891 85,803 Depreciation expense recognized for the years ended December 31, 2019,2020 and 2021 were RMB 52,622, RMB 50,319 and RMB 33,219, respectively. As of December 31, 2019,2020 and 2021, the ownership certificates for buildings with carrying value of RMB24,218, nil nil As of December 31, 2019,2020 and 2021, the buildings with carrying value of RMB60,328, RMB56,573and RMB52,818 have been pledged for the purpose of obtaining bank facilities. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | 11. Intangible assets, net Intangible assets, net, consist of the following: As of December 31, 2020 2021 RMB’000 RMB’000 Trademark 16,200 16,200 Backlog 5,815 5,815 Customer relationship 11,400 11,400 Reacquired right 200 200 Total cost 33,615 33,615 Less: Accumulated amortization 14,278 18,940 Intangible assets, net 19,337 14,675 Trademark, backlog, customer relationship and favourable lease contracts were recorded as a result of business acquisitions as disclosed in note 5. The Group recorded amortization expense of RMB 5,831, RMB 5,631 and RMB4,662 for the years ended December 31, 2019, 2020 and 2021, respectively. Estimated amortization expense of the existing intangible assets for the next five years is RMB 3,693, RMB 3,693, RMB 1,620, RMB 1,620 and RMB 1,620 respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax | 12. Income tax (a) Cayman Islands Under the current tax laws of Cayman Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding tax is imposed upon the payment of dividends to shareholders. (b) The British Virgin Islands (“BVI”) Under the current tax laws of the BVI, the Company’s BVI subsidiaries are not subject to any income taxes in BVI. (c) Hong Kong Profits Tax Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax on its taxable income generated from the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the subsidiary to the Company is not subject to withholding tax in Hong Kong. (d) PRC Enterprise Income Tax (“EIT”) On March 16, 2007, the National People’s Congress of the PRC enacted the Enterprise Income Tax Law (“EIT Law”), under which domestic companies would be subject to Enterprise Income Tax (“EIT”) at a uniform rate of 25%. The EIT Law became effective on January 1, 2008. In November 30, 2018, Shenzhen Likeshuo received the High and New Technology Enterprise (“HNTE”) certificate from the Guangdong provincial government. This certificate entitled Shenzhen Likeshuo to enjoy a preferential income tax rate of 15% for a period of three years from 2018 to 2020 if all the criteria for HNTE status could be satisfied in the relevant year. In September 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) were set up in Hengqin New Area of Guangdong Province. The WFOEs engage in the High and New Technology Industry, which are eligible for a preferential income tax rate of 15% for a period from 1 January 2014 to 31 December 2020 according to the Notice (Cai Shui [2014] No. 26) issued by Ministry of Finance and State Administration of Taxation. All the other PRC subsidiaries, VIEs and VIEs’ subsidiaries of the Group are subject to income tax at 25%. Under the EIT Law and its implementation rules, an enterprise established outside China with a “place of effective management” within China is considered a China resident enterprise for Chinese enterprise income tax purposes. A China resident enterprise is generally subject to certain Chinese tax reporting obligations and a uniform 25% enterprise income tax rate on its worldwide income. The implementation rules to the New EIT Law provide that non-resident legal entities are considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occur within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside the PRC should be treated as residents for 2008 EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC are deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%. If the Company were to be non-resident for PRC tax purposes, dividends paid to it from profits earned by the PRC subsidiaries after January 1, 2008 would be subject to a withholding tax. The EIT law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its non-PRC-resident corporate investor for earnings generated beginning on January 1, 2008. Earnings generated prior to January 1, 2008 are exempt from such withholding tax. The Company has not recognized any deferred tax liability for the undistributed earnings of the PRC-resident enterprise as of December 31, 2019, 2020 and 2021, as the Company plans to permanently reinvest the earnings generated before December 31, 2021 in the PRC. Income tax returns of PRC Entities are filed on an individual entity basis. The PRC Entities have calculated their income tax provision using the separate return method in these consolidated financial statements. Income taxes Income tax expense consists of the following: Year ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Current income tax expense 18,752 8,589 410 Deferred income tax benefit (9,144 ) (2,786 ) (20,649 ) Total 9,608 5,803 (20,239 ) Tax rate reconciliation The actual income tax expenses reported in the consolidated statements of comprehensive income(loss) for each of the years ended December 31, 2019, 2020 and 2021 differ from the amount computed by applying the PRC statutory income tax rate of 25% to income before income taxes due to the following: Year ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Loss before income taxes (215,461 ) (406,980 ) (406,536 ) Computed expected tax benefit (53,809 ) (86,039 ) (100,916 ) Increase/(decrease) in income taxes resulting from: Non-taxable income (816 ) - - Non-taxable income due to disposal of subsidiaries (2,440 ) - - Non-deductible expenses 25,099 6,463 26,017 Additional deduction for research and development expenses (2,353 ) (6,554 ) (2,062 ) Preferential tax rate 11,370 4,727 (2,880 ) Tax loss expired 6,271 12,128 9,296 EIT true-up difference 478 - - Tax rate differential on deferred tax items 31 - - Change in valuation allowance 25,457 75,078 50,306 Others 320 - - Total 9,608 5,803 (20,239 ) Deferred taxes The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities balances as of December 31, 2020 and 2021 are as follows: As of December 31, 2020 2021 RMB’000 RMB’000 Deferred tax assets Tax losses carried forward 152,728 215,639 Provision of other receivables 4,715 6,079 Deductible advertisement expenses 7,083 5,519 Accrued payroll and other expenses 1,990 260 Total gross deferred tax assets 166,516 227,497 Valuation allowance on deferred tax assets (146,471 ) (184,566 ) Deferred tax assets, net of valuation allowance 20,045 42,931 Deferred tax liabilities Capitalized contract costs (13,606 ) (10,622 ) Equity investment gain (388 ) (542 ) Operating lease (263 ) (6,234 ) Surplus on revaluation (6,452 ) (3,975 ) Total gross deferred tax liabilities (20,709 ) (21,373 ) Net deferred tax assets/(liabilities) (664 ) 21,558 Reported in Consolidated Balance Sheets as: As of December 31, 2020 2021 RMB’000 RMB’000 Deferred tax assets 6,997 25,991 Deferred tax liabilities (7,661 ) (4,433 ) Net deferred tax assets/(liabilities) (664 ) 21,558 The movements of the valuation allowance are as follows: As of December 31, 2020 2021 RMB’000 RMB’000 Balance at the beginning of the year 71,393 146,471 Addition during the year 75,078 38,095 Balance at the end of the year 146,471 184,566 The valuation allowance as of December 31, 2020 and 2021 was primarily provided for the deferred income tax assets of certain PRC subsidiaries, which were in cumulative loss positions. In assessing the realization of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. The net operating losses carry forward of the Company’s VIE’s PRC subsidiaries amounted to RMB964,584 as of December 31, 2021, of which RMB41,454, RMB37,827, RMB168,724, RMB320,314 and RMB396,265 will expire if unused by December 31, 2022, 2023,2024,2025 and 2026, respectively. Non-current income tax payable As of December 31, 2020 2021 RMB’000 RMB’000 Beginning balance 26,085 33,718 Addition 7,633 419 Ending balance 33,718 34,137 RMB 33,718 and RMB 34,137 of unrecognized tax benefits as of December 31, 2020 and 2021, if recognized, would affect the effective tax rate. The unrecognized tax benefits mainly represent the estimated tax expenses of the Company would be required to pay, should the deductibility of the expenses for tax purpose be denied by the PRC tax authorities in accordance with tax laws and regulations. The unrecognized tax benefits as of December 31, 2020 and 2021 were included in other non-current liabilities. The Company is currently unable to provide an estimate of a range of total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months. The accrued interest and penalties were recognized in the Consolidated Statements of Comprehensive Income (Loss) as components of income tax expense. According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB 100. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill | 13. Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 consisted of the following: As of December 31, 2020 2021 RMB’000 RMB’000 Beginning balance 302,158 274,567 Decrease during the year (note 5) (27,591 ) (81,605 ) Goodwill 274,567 192,962 The Group did not incur impairment loss on goodwill for the year ended December 31, 2019, and incurred RMB27,591 and RMB81,605 impairment loss on goodwill for the years ended December 31, 2020 and 2021. |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other payables | 14. Accrued expenses and other payables Accrued expenses and other payables consist of the following: As of December 31, 2020 2021 RMB’000 RMB’000 Accrued expenses and other payables Deposits received from customers 1,710 1,820 Deposits received from franchisees 2,967 2,409 Accrued rental, utility and other expenses 10,859 5,227 VAT and other taxes payable 13,380 13,921 Payables for refund of tuition fee 4,143 7,667 Offering expenses 4,261 502 Others 8,710 5,029 Total 46,030 36,575 |
Bank loans
Bank loans | 12 Months Ended |
Dec. 31, 2021 | |
Federal Home Loan Banks [Abstract] | |
Bank loans | 15. Bank loans On June 20, 2019, the Group entered into a facility agreement with China Merchants Bank with a maturity date of June 20, 2020 (“CMB Facility”). On November 5, 2019, the Group entered into a new facility agreement with China Merchants Bank with total facilities of RMB100,000 and a maturity date of October 27, 2021 (“New CMB Facility”) which replaced the CMB Facility. The New CMB Facilities were guaranteed by Mr. Zhao Jishuang, Mr. Peng Siguang and Mr. Guo Yupeng and pledged by the buildings of the Group Company’s VIE. As of December 31, 2020, the Group had drawn down RMB30,000, RMB 30,000 and RMB 40,000 under the facilities, which is subject to a fixed interest rate of 4.9%,5.0% and 5.0% respectively. The loans had been fully repaid as of December 31,2021. On May 11, 2021, the Group had drawn down RMB27,000 under the facilities, which was subject to a fixed interest rate of 6.5% with a maturity date of February 28, 2022. The Group paid back RMB21,000 of the loan as of December 31, 2021. On June 9, 2020, the Group entered into a loan agreement with China Construction Bank with a maturity date of July 9, 2021. On July 2, 2020, the Group entered into a loan agreement with China Construction Bank with a maturity date of July 2, 2021.As of December 31, 2020, had drawn down RMB9,900 and RMB15,100 under the agreements, which is subject to a fixed interest rate of 5.0%. The loan was guaranteed by Shenzhen Yilian Education Investment Co., Ltd, Shenzhen Likeshuo network technology Co., Ltd., Mr. Zhao Jishuang, Mr. Peng Siguang and Mr. Guo Yupeng. The bank loan was fully repaid upon maturity as of December 31,2021. On March 27, 2020, the Group entered into a loan agreement with Postal Savings Bank of China Co. Ltd with a maturity date of March 26, 2021. As of December 31, 2020, the aggregated draw amounted to RMB5,000 subject to a fixed interest rate of 3.95% per annum. The loan was guaranteed by Mr. Zhao Jishuang, Shenzhen High-tech Investment and Financing Guarantee Co., Ltd., Mr. Zhuo Mo and Shenzhen Instant Education Co., Ltd. The bank loan was repaid RMB800 until December 31 2020. The bank loan was fully repaid upon maturity as of December 31,2021. On October 19, 2020, the Group entered into a loan agreement with Industrial Bank Co. Ltd with a maturity date of October 19, 2021. As of December 31, 2020, the aggregated draw amounted to RMB5,000 subject to a fixed interest rate of 4.35% per annum. The loan was guaranteed by Mr. Zhao Jishuang, Mr. Zhao Jishuang, Mr. Zhuo Mo, Mr. Peng Siguang, Mr. Guo Yupeng, Shenzhen Meilian International Education Co., Ltd. The bank loan was repaid RMB300 until December 31 2020. The bank loan was fully repaid upon maturity as of December 31,2021 Some of the Group’s loan agreements are subjected to covenant clause, whereby the Group was required to meet certain key financial ratios. The Group has fulfilled the loan covenants as required in the loan contract. |
Lease
Lease | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lease | 16. Lease The component of lease cost was as follows: As of December 31, 2020 2021 RMB’000 RMB’000 Operating lease cost 150,224 88,179 Short-term lease cost 24,355 24,819 Total 174,579 112,998 Supplemental balance sheet information related to leases was as follows: As of December 31, 2020 2021 RMB’000 RMB’000 Operating Leases Operating lease right-of-use assets 322,559 105,551 Operating lease liabilities, current portion 131,151 35,817 Operating lease liabilities, non-current portion 200,409 59,824 Weighted-average remaining lease term - operating leases 3.61 years 3.16 years Weighted-average discount rate - operating leases 4.89 % 4.37 % Non-cancellable operating lease rentals as of December 31, 2021 are payable as follows: Years ending December 31, RMB’000 2022 55,367 2023 29,478 2024 10,664 2025 3,925 2026 1,409 Thereafter - Total lease payment 100,843 Less: imputed interest (5,202 ) Total 95,641 |
Redeemable Owners' Investment
Redeemable Owners' Investment | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Owners Investment [Abstract] | |
Redeemable Owners' Investment | 17. Redeemable Owners’ Investment On September 1, 2015, certain Pre-listing investors acquired equity interests in Shenzhen Meten (“First Tranche Redeemable Owners’ Investment”) for a total consideration of RMB20,000. On June 24, 2016, certain Pre-listing investors acquired equity interests in Shenzhen Meten (“Second Tranche Redeemable Owners’ Investment”) for a total consideration of RMB170,000. After the above investments and as of December 31, 2016 and 2017, the First and Second Tranche Redeemable Owners’ Investment (together, ‘‘Redeemable Owners’ Investment’’) represented 1.81% and 9.62% equity interest in Shenzhen Meten, respectively. The holders of the Redeemable Owner’s Investment are entitled to the same voting rights, dividend rights and liquidation preference as other equity holders of Shenzhen Meten, except for the followings: Voting rights Holders of the Redeemable Owners’ Investment are entitled to Veto right in the board of directors meeting or shareholders meeting for certain events, including: (1) Merger, spin-off, dismissal, acquisition, liquidation which change the legal form of Shenzhen Meten; (2) Material change of the principal activities of Shenzhen Meten; (3) Provide external guarantee or loans with amounts over RMB5,000; and (4) Initiate a litigation or arbitration with the potential claim of over RMB1,000. Redemption At the request of the holders of the Redeemable Owners’ Investment, Shenzhen Meten or the Founder Investors of Shenzhen Meten (as defined in the capital contribution agreements and supplementary agreements) shall buy back all or portion of the Redeemable Owners’ Investment held by such holder upon certain events, including: (i) the Shenzhen Meten’s failure to complete a qualified public offering by December 31, 2018 (for certain holders of Second Tranche Redeemable Owners’ Investment) or December 31, 2019 (for holders of First Tranche Redeemable Owners’ Investment and certain holders of Second Tranche Redeemable Owners’ Investment) (ii) any material breach by Founder Investors or Shenzhen Meten which causes a material adverse effect (as defined in the capital contribution agreements and supplementary agreements) on the business of Shenzhen Meten or any holder of Redeemable Owners’ Investment, or in the event any Founder Investors or Shenzhen Meten gives any material misrepresentation or engages in wilful or fraudulent misconducts, which causes a material adverse effect on the business of Shenzhen Meten or any holder of Redeemable Owners’ Investment. In addition, certain holders of the Second Tranche Redeemable Owners’ Investment are entitled to exercise the redemption right when Shenzhen Meten or the Founder Investors redeems the Redeemable Owners’ Investment from any other holders. The redemption price for the First Tranche Redeemable Owners’ Investment shall be the higher of: (1) original capital contribution amounts plus a ten percent (10%) annual interest and (2) an amount equivalent to the amounts of Shenzhen Meten’s net assets shared by the corresponding equity interest. Any cash dividends distributed by Shenzhen Meten will be deducted from the redemption price. The redemption price for the Second Tranche Redeemable Owners’ Investment shall be the original capital contribution amounts plus a ten percent (10%) annual interest. Any cash dividends distributed by Shenzhen Meten will be deducted from the redemption price. Redeemable Owners’ Investment were classified as the mezzanine equity upon the contribution by the holders because they were redeemable at the holders’ option any time after a certain date and was contingently redeemable upon the occurrence of certain events that are outside of the Company’s control. The initial carrying value for the First Tranche Redeemable Owners’ Investment are recorded at fair value, net of any costs related to the contribution. For each reporting period, the Company recorded accretions on the Redeemable Owners’ Investment to the respective redemption value by using the effective interest rate method from the dates of capital contribution to the earliest redemption dates. The failure to complete a qualified public offering by December 31, 2018 or 2019 would be considered the earliest redemption date. The accretion is recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in-capital, or in the absence of additional paid-in-capital, by charges to accumulated deficit. In connection with the Reorganization in 2018, the holders of Redeemable Owners’ Investment exchanged their investment in Shenzhen Meten for 1,213,871 ordinary shares of the Company all in the same proportions as the percentage of the then equity interest they held in Shenzhen Meten. The ordinary shares exchanged do not have any redemption feature. The movements of Redeemable Owners’ Investment for the years ended December 31, 2017 and 2018 are summarized below: First Tranche Second Tranche Total RMB’000 RMB’000 RMB’000 Balances as of January 1, 2017 22,042 178,577 200,619 Accretion 2,000 17,000 19,000 Balances as of December 31, 2017 24,042 195,577 219,619 Accretion 1,096 8,718 9,814 Reclassification to permanent equity (25,138 ) (204,295 ) (229,433 ) Balances as of December 31, 2018 - - - |
Revenue and Segment Reporting
Revenue and Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenue and segment reporting | 18. Revenue and segment reporting The principal activities of the Group are providing a wide range of educational programs, services and products, consisting primarily of general adult English training, overseas training services, online English training, junior English training and other English language-related services in the PRC. (a) Disaggregation of revenue Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Revenue from contracts with customers General adult English training 690,534 240,103 96,605 Overseas training services 203,677 130,567 151,110 Online English training 260,263 289,715 290,352 Junior English training 167,924 130,348 97,984 Sales of goods 93,454 93,397 80,190 Others English language-related services 32,047 12,905 12,755 Total 1,447,899 897,035 728,996 (b) Revenue expected to be recognised in the future arising from contracts with customers in existence at the reporting date As of December 31, 2020 and 2021, the aggregated amount of the transaction price allocated to the remaining performance obligations under the Group’s existing contracts is RMB 767,228 and RMB 581,161 respectively. This amount principally represents revenue expected to be recognized in the future from contracts for general adult English training, overseas training services, online English training and junior English training entered into by the customers with the Group. The Group will recognize the expected revenue in future as the service is rendered, which is expected to occur over the next 1 to 51 months. (c) Segment Reporting The Group’s chief operating decision makers has been identified as the Chairman, Vice-Chairman and Chief Executive Officer who review financial information of operating segments when making decisions about allocating resources and assessing performance of the Group. The Group identified the following four operating segments, including general adult English training, overseas training services, online English training and junior English training as reportable segments. — General adult English training: this segment delivers English course to customers based on customers’ particular needs and in a convenient classroom setting at learning centers located across the PRC. — Overseas training services: this segment provides English test preparation courses training services, consulting services related to overseas study and short-term study abroad programs services. — Online English training: this segment provides tutorial courses through online platform of “Likeshuo”. — Junior English training: this segment provides English courses to students aged between six to 18 in a convenient classroom setting at learning centres located across the PRC. Revenue and expenses are allocated to the reportable segments with reference to revenue generated by those segments and the expenses incurred by those segments. The measure used for reporting segment profit is gross profit (revenue less cost of sales). Other information together with the segment information, provided to the Group’s chief operating decision makers, is measured in a manner consistent with that applied in these financial statements. There were no separate segment assets and segment liabilities information provided to the Group’s chief operating decision makers, as they do not use this information to allocate resources to or evaluate the performance of the operating segments. (i) Segment revenue and results Disaggregation of revenue from contracts with customers by the timing of revenue recognition, as well as information regarding the Group’s reportable segments as provided to the Group’s chief operating decision makers for the purposes of resource allocation and assessment of segment performance for the years ended December 31, 2019, 2020 and 2021 is set out below. Year ended December 31, 2019 General adult English training Overseas training services Online English training Junior English training Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Disaggregated by timing of revenue recognition Point in time 93,454 - - - 93,454 Overtime 690,534 203,677 260,263 167,924 1,322,398 Revenue from external customers 783,988 203,677 260,263 167,924 1,415,852 Reportable segment revenue 783,988 203,677 260,263 167,924 1,415,852 Reportable segment gross profit 422,517 86,358 104,620 61,070 674,565 Year ended December 31, 2020 General adult English training Overseas training services Online English training Junior English training Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Disaggregated by timing of revenue recognition Point in time 93,397 93,397 Overtime 240,103 130,567 289,715 130,348 790,733 Revenue from external customers 333,500 130,567 289,715 130,348 884,130 Reportable segment revenue 333,500 130,567 289,715 130,348 884,130 Reportable segment gross profit 104,875 34,318 119,438 27,933 286,564 Year ended December 31, 2021 General adult English training Overseas training services Online English training Junior English training Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Disaggregated by timing of revenue recognition Point in time 80,190 - - - 80,190 Overtime 96,605 151,110 290,352 97,984 636,051 Revenue from external customers 176,795 151,110 290,352 97,984 716,241 Reportable segment revenue 176,795 151,110 290,352 97,984 716,241 Reportable segment gross profit 38,880 48,954 148,490 10,034 246,358 (ii) Reconciliations of reportable segment revenues and profit or loss 2019 2020 2021 RMB’000 RMB’000 RMB’000 Revenue Reportable segment revenue 1,415,852 884,130 716,241 Other revenue 32,047 12,905 12,755 Consolidated revenue (note 18(a)) 1,447,899 897,035 728,996 Profit Reportable segment profit 674,565 286,564 246,358 Other profit 31,040 12,592 12,721 Reportable segment profit derived from Group’s external customers 705,605 299,156 259,079 Selling and marketing expenses (437,986 ) (310,433 ) (250,850 ) General and administrative expenses (329,828 ) (238,592 ) (300,596 ) Research and development expenses (32,333 ) (31,878 ) (18,413 ) Interest income 1,633 448 340 Interest expenses (2,453 ) (6,101 ) (2,400 ) Foreign currency exchange loss, net (19 ) (382 ) (9,678 ) Gains/(losses) on disposal and closure of subsidiaries and branches 583 (31,884 ) (37,829 ) Gains on available-for-sale investments - - Gains on Short-term investments - 495 - Government grants 5,773 28,124 7,969 Equity in income on equity method investments 2,658 (1,532 ) (149 ) Depreciation and amortization (23,414 ) (16,469 ) (15,121 ) Share-based compensation expenses (96,661 ) (52,256 ) (23,334 ) Warrant financing - (41,118 ) (2,404 ) Others, net 4,044 4,640 634 Unallocated head office and corporate expenses (13,062 ) (9,198 ) (13,784 ) Consolidated loss before income tax (215,460 ) (406,980 ) (406,536 ) (iii) Geographical information No geographical information is presented as the operations, major customers and assets of the Group are substantially located in the PRC. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | 19. Net loss per share Basic and diluted net loss per share for each of the years presented are calculated as follow: Years ended December 31, 2019 2020 2021 (in thousands of RMB, except share data and per share data) Numerator: Net loss available to shareholders of the Company - basic and diluted (219,404 ) (410,985 ) (384,299 ) Denominator Weighted average number of ordinary shares - basic 1,613,054 1,855,382 13,634,847 Effect of dilutive securities - 339,353 (1,594,808 ) Dilutive effect of non-vested shares 1,613,054 2,194,735 12,040,040 Denominator for diluted net loss per share Net loss - basic (136.02 ) (221.51 ) (28.19 ) Net loss - diluted (136.02 ) (187.26 ) (31.92 ) |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | 20. Share-based compensation Shenzhen Meten adopted the 2013 employee equity incentive plan (“2013 Plan”) for the granting of share-based awards to executive management, key employees and directors of the Group in exchange for their services. Shenzhen Meten may, at its sole discretion, grant any employee awarded share units of Shenzhen Meten, which are held by the participating employees through special purpose vehicles. According to the term of the 2013 Plan, the awarded share units would be contingently redeemable upon the occurrence of certain events. The repurchase price is determined based on a number of factors, including but not limited to the original subscription price of the share units and the business performance of the Group. The Company has made an assessment of the cash settlement feature in the award and the probability of the contingent event’s occurrence. Based on the assessment, the Company concluded that the cash settlement feature could be exercised only on the occurrence of a contingent event that is outside the employee’s control, and is not probable of occurring. Accordingly, the Company classified the award as equity. In conjunction with the Reorganization in 2018, the Group adopted the 2018 Share Incentive Plan (“2018 Plan”), which was approved by the board of directors of the Company, to replace the 2013 Plan adopted by Shenzhen Meten. Under the 2018 Plan, the maximum aggregate number of options that may be issued shall not exceed 20,085,242. The awards granted and outstanding under 2013 Plan adopted by Shenzhen Meten will survive and remain effective and binding under the 2018 Plan. All stock options granted under the 2018 Plan are not exercisable prior to the relevant shares becoming a listed security and certain of the option granted to employees are required to render service to the Group in accordance with a service schedule stipulated in the relevant award agreement. In the year ended December 31, 2017, 2,178,528 share units were granted to employees which carried a vesting period of 5 years and a subscription price of RMB 1 per unit. On December 14, 2019 (“Vesting Commencement Date”), the Company further granted 8,357,311 share units to employees which vested one week after the Vesting Commencement Date at weighted average subscription price of USD0.0055 per unit. The Company accounts for the compensation cost based on the fair value of the awarded share units on the grant-date, on which all criteria for establishing the grant dates are satisfied. The grant-date fair value of the awarded share units is recognized as compensation expense, net of estimated forfeitures, over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period. The following table sets forth the summary of the awarded shares unit activities. The number of awarded share units were retrospectively adjusted to reflect the share capital structure of the Company as of December 31, 2020. Number of Weighted average grant-date per share As of January 1, 2018 1,854,193 24.16 Forfeited (72,865 ) 38.52 As of December 31, 2018 1,781,328 23.47 Granted 1,269,373 70.32 As of December 31, 2019 3,050,701 43.52 In connection with the Mergers, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of our ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date of the Mergers. The share-based compensation expenses excluding Likeshuo HK of RMB 7,648, RMB 96,661 and RMB 27,664 were charged to general and administrative expenses for the years ended December 31, 2018, 2019 and 2020. As of December 31, 2020, there was approximately RMB6,351 excluding Likeshuo HK of total unrecognized compensation cost related to unvested awarded share units. The unrecognized compensation costs are expected to be recognized over a weighted average period of approximately 1.5 years. The estimated fair value of the awards on each date of grant was determined by management based on discounted cash flow method conducted by Jones Lang LaSalle. The Grantor first determined its equity value by using income approach, which required the estimation of future cash flows, and the application of an appropriate discount rate with reference to comparable listed companies engaged in the similar industry to convert such future cash flows to a single present value, and then allocated the equity value into the awarded shares. No income tax benefit was recognized in the consolidated statements of comprehensive income(loss) as the share-based compensation expense was not tax deductible. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. There were no market conditions associated with the arrangements. Subsidiary-Likeshuo HK In December 2020, Likeshuo HK adopted its 2020 Management Investment Plan (the " Likeshuo HK 2020 Plan"), which permits the grant of restricted shares, options and share appreciation rights to the managements to purchase Likeshuo HK 's newly issued shares. The acquisition (the “Likeshuo Management Investment”) of 15% of newly issued shares of Likeshuo HK by certain senior members of the management of the Likeshuo online business and the reservation (the “Likeshuo ESOP Reservation”) of 5% of shares of Likeshuo HK for future share incentive awards. The consideration in respect of the Likeshuo Management Investment and Likeshuo ESOP Reservation consists of (i) RMB20,000 cash consideration payable from the relevant Likeshuo management’s personal funds; and (ii) satisfaction of certain performance targets for the Likeshuo online business. The cash consideration was determined based on the valuation of the Likeshuo online business, at approximately RMB301,200, as conducted by an independent third-party valuer.Restricted shares are granted from post incentives and performance incentives, which are unlocked in three years. As of December 31, 2020,the share option pool under the Likeshuo HK 2020 Plan approved by the Board of Directors of Likeshuo HK was 63 Likeshuo HK’s ordinary shares. The Likeshuo ESOP has reserved 21 Likeshuo HK’s ordinary shares. As of December 31, 2020, the unrecognized share-based compensation cost related to its Restricted Shares is RMB15,650.The share-based compensation expense of RMB 24,592 for Likeshuo ESOP was charged to general and administrative expenses for the year ended December 31,2020. As of December 31, 2021, The Likeshuo ESOP Reservation had reserved 44,250 Likeshuo HK’s ordinary shares to Pan Yanqiong of Likeshuo, Chief Marketing Officer. The share-based compensation expense of RMB11,178 for Likeshuo ESOP was charged to general and administrative expenses for the year ended December 31, 2021. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | 21. Equity Ordinary shares On September 27, 2019, the Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s ordinary shares are entitled to one vote for each share. On July 10,2018, Meten International was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar (“HK$”) divided into 38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the Founders and Pre-listing investors subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01. In December 2018, Meten International increased authorized share capital by creation of 500,000,000 shares with par value of US$0.0001 and issued 318,601,222 ordinary shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par value each and decreased the authorized share capital by cancellation of all unissued shares of HK$0.01 each. On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the merger agreement dated December 12, 2019 (“Merger Agreement”). Total 318,601,222 ordinary shares in Meten International were converted to 48,391,607 ordinary shares of the Company. Total 1,971,505 ordinary share of EdtechX were converted to the equal shares of the Company. Immediately prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Holdco upon closing of the merger transaction. In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of Holdco. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. In connection with the Mergers, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of our ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date of the Mergers. On January 4, 2021,the Company issues 1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong of Likeshuo, Chief Marketing Officer. The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021. On July 8, 2021,the Company, announced that the underwriter of its previously announced underwritten public offering has exercised, in part, its over-allotment option after purchasing an additional 2,000,000 ordinary shares of the Company, par value $0.0001 per share, at a price of $1.00 per ordinary share. On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. On November 9, 2021, the company entered into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334 ordinary shares, par value $0.0001 per share, of the Company, at an offering price of $0.60 per share. As of December 31, 2020 and 2021, there were 1,895,819 and 11,371,444 ordinary shares, par value $0.003 per share, issued and outstanding, respectively. On May 4, 2022, we completed a thirty for one reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.003 per share. From the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date. Warrants As of December 31,2020, there were 12,705,000 Warrants outstanding, the warrants have been trading on the Nasdaq Market under the symbol “METXW” since May 27, 2020. On January 8, 2021, the company successfully completed a tender offer for its Warrants to purchase Ordinary Shares at a reduced exercise price of $1.40. The offer expired at 11:59 p.m. Eastern time on January 5, 2021. The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 Warrants as part of the tender offer. In addition, 2,629,812 Warrants to purchase Ordinary Shares were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 Ordinary Shares. The Company offered its existing loyal Warrant holders the opportunity to exercise their Warrants at $1.40 from the initial Warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding Warrants were exercised in the tender offer. Net proceeds are anticipated to be approximately $5,730,000 after deducting information agent fees, placement agent fees and other offering expenses and are expected to primarily be used for potential acquisitions and working capital and for general corporate purposes. On February 19, 2021, 336,001 warrants to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance of 336,001 Ordinary Shares The exercise price of the warrants was $2.50 per share. The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per share, which was lower than $2.50 per share, the exercise price for outstanding warrants will be reduced to $1.00 upon closing of the offering on May 21, 2021. The exercise price of our outstanding warrants will be reset to $11.50 per share on the date following which the closing price of our ordinary shares has been equal to or greater than $3.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection. On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in this offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 22. Related party transactions In addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following material related party transactions. Name of party Relationship Mr. Zhao Jishuang A major shareholder of the Company Mr. Guo Yupeng A major shareholder of the Company Mr. Peng Siguang A major shareholder of the Company Zhongshi Qile (Beijing) Culture Media Co., Ltd. (“Zhongshi Culture”) Fellow subsidiary Shenzhen Meifu English Information Consulting Co., Ltd. (“Meifu English”) Fellow subsidiary Boston Global Education,INC (“Boston Global”) Fellow subsidiary Meten (U.S.A) Investment Holding Corporation (“Meten USA”) Fellow subsidiary Oxford International College Chengdu School (“Chengdu School”) Fellow subsidiary Meten International Educational Talent Management Service (Shenzhen) Co., Ltd (Meten Talent Service) Fellow subsidiary Shenzhen Sikete Education Technology Co., Ltd. (“Shenzhen Sikete”) Associate of the Group Xiamen Siming District Meten English Training School (“Xiamen Siming Meten School”) Associate of the Group Shenzhen Mengdian Network Technology Co., Ltd. (“Shenzhen Mengdian”) Associate of the Group Beijing Wuyan Education Consulting Co., Ltd Associate of the Group Liketou (HK) Co., Ltd. Entity under significant influence of a key management Shenzhen Shuangge Technology Co., Ltd. (“Shenzhen Shuangge”) Fellow subsidiary Shenzhen Meten Oversea Education Consulting Co., Ltd. (“Shenzhen Meten Oversea”) Fellow subsidiary Shenzhen Yilian Education Investment Co., Ltd. (“Shenzhen Yilian Education”) Fellow subsidiary Xiamen Hanen Education Consulting Co., Ltd Entity under significant influence of a key management (a) Major transactions with related parties Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Advances from related parties - Meifu English 912 4,000 19,091 - Chengdu School 195 23,300 19,685 - Shenzhen Meten Oversea 17,113 - - - Liketou (HK) Co., Ltd. 201 - - - Xiamen Siming Meten School 19 - - - Shenzhen Shuangge 11,958 480 422 - Zhongshi Culture 318 - - - Meten Talent Service 118 4,991 3,406 - Xiamen Hanen 250 - - - Mr. Zhao Jishuang - 30,893 54,874 Total 31,084 63,664 97,478 Repayment of advances from related parties - Meifu English 6,503 - 15,258 - Chengdu School 12,476 14,000 26,924 - Liketou (HK) Co., Ltd. 2,336 - - - Shenzhen Meten Oversea 17,113 - - - Zhongshi Culture 318 - - - Xiamen Hanen 250 - - - Meten Talent Service 118 128 8,161 - Shenzhen Shuangge 11,192 176 304 - Xiamen Siming Meten School - 19 - - Mr. Zhao Jishuang - - 55,265 Total 50,306 14,323 105,912 Advances to related parties - Meifu English 9,989 2,681 1,033 - Zhongshi Culture 640 104 118 - Xiamen Siming Meten School 156 - 2,067 - Chengdu School 146 17 - - Shenzhen Shuangge 5,307 261 5,013 - Shenzhen Meten Oversea 24,309 4,253 - - Meten Talent Service 4,476 2,502 453 - Mr. Peng Siguang and Mr. Guo Yupeng - - 35,514 - Shenzhen Yilian Education 10 401 - Total 45,033 10,219 44,198 Repayment of advances to related parties - Meifu English 19,887 4,549 1,267 - Zhongshi Culture 989 126 597 - Mr. Peng Siguang and Mr. Guo Yupeng 13,000 - 35,514 - Chengdu School 151 49 17 - Shenzhen Shuangge 5,278 - 5,296 - Shenzhen Meten Oversea 24,253 1,045 3,264 - Shenzhen Yilian Education 10 - 16 - Meten Talent Service 509 6,022 896 - Xiamen Siming Meten School - 156 - Total 64,077 11,947 46,867 (b) Balances with related parties As of December 31, 2020 2021 RMB’000 RMB’000 Amounts due from related parties Current - Zhongshi Culture 508 29 - Meifu English 2,751 2,517 - Xiamen Siming Meten School 246 2,313 - Chengdu School 17 - - Meten Talent Service 458 15 - Shenzhen Meten Oversea 3,264 - - Shenzhen Shuangge 289 6 - Shenzhen Yilian Education 401 385 - Beijing Wuyan Education Consulting Co., Ltd - 2,000 Total 7,934 7,265 Amounts due to related parties Current - Meifu English 4,012 7,845 - Chengdu School 9,354 2,115 - Shenzhen Meten Oversea 1,070 1,188 - Meten Talent Service 4,863 108 - Mr. Zhao Jishuang 30,893 30,502 Total 50,192 41,758 (i) Advances from/to these related parties are unsecured, interest free and repayable on demand. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 23. Commitment and Contingencies (a) Capital commitments As of December 31, 2021, capital commitments of the Group in respect of leasehold improvements and fixtures, fittings and other fixed assets are RMB 1,094 due within a year. (b) Lease commitments The following table sets forth our contractual obligations as of December 31, 2021 : Payment due by December 31 Total 2022 2023 2024 2025 2026 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Operating lease commitments for property management expenses under lease agreements 24,317 9,535 7,681 5,087 1,964 50 (c) Guarantees given to installment institutions for loans granted to buyers of the Group’s training services The Group, in cooperation with several third-party financing institutions (“Loan Institution(s)”), offers installment payment option to its customers. The Loan Institutions remit the tuition fee to the Group for the borrowing customers to complete their purchase of the course. The interest expenses of the installment are born by the borrowing customers. The borrowing customers bear the interest expense and are obligated to repay the loan in pre-agreed installments over the periods ranging from 6 months to 24 months to the Loan Institutions. According to the arrangement with one of these Loan Institutions, the Group is obligated to repay 50 percent of the overdue amounts to this Loan Institution for any default in repayment by the borrowing customers. The management does not consider that the Group will sustain a loss under these guarantees during the year under guarantee based on the good historical data and the Group can stop providing training services as soon as the overdue happens. The maximum amount of undiscounted payments the Group would have to make in the event of default is RMB 199, nil nil |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Net Assets [Abstract] | |
Restricted net assets | 24. Restricted net assets Relevant PRC laws and regulations permit payments of dividends by the Group’s subsidiary and the VIE incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Group’s subsidiary and the VIE in the PRC are required to annually appropriate 10% of their net after-tax income to the statutory general reserve fund prior to payment of any dividends, unless such reserve funds have reached 50% of their respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the Group’s subsidiaries and the VIEs incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances. There are no significant differences between US GAAP and PRC accounting standards in connection with the reported net assets of the legally owned subsidiary in the PRC and the VIE. Even though the Company currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to the Company’s shareholders. Except for the above, there is no other restriction on use of proceeds generated by the Group’s subsidiaries and the VIEs to satisfy any obligations of the Company. As of December 31, 2021, the total restricted net assets of the Company’s subsidiaries and VIEs incorporated in PRC and subjected to restriction amounted to RMB 52,818. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 25. Subsequent events On May 4, 2022, the Company announced a 1-for-30 reverse split of its Common Stock, which began to trade on Nasdaq on May 4, 2022 on a split adjusted basis. The authorized share capital of the company will be US$50,000 divided into 16,666,667 ordinary shares of a nominal or par value of US$0.003 each. As of May 4, 2022 and immediately prior to the effective date, there were 341,142,844 ordinary shares outstanding. As a result of the Share Consolidation, there are 11,371,444 ordinary shares outstanding. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | (a) Use of estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Functional currency | (b) Functional currency The Group use RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”), while the functional currency of the PRC entities in the Group is RMB as determined based on the criteria of Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters. |
Convenience translation | (c) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2021 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB 6.3726, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31,2021. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2021, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. |
Cash and cash equivalents | (d) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, and highly liquid investments. The Group considers highly liquid investments that are readily convertible into known amounts of cash and with a maturity of three months or less when purchased to be cash equivalents. All of the Group’s bank deposits is RMB denominated and are placed with financial institutions in the PRC. The Group does not have any cash equivalents as of December 31, 2020 and 2021, respectively. |
Short-term investments | (e) Short-term investments Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions. The Group classifies the wealth management products as available-for-sale securities. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related income tax effect, on available-for-sale securities are excluded from earnings and reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. |
Contract assets | (f) Contract assets A contract asset is recognized when the Group recognizes revenue before being unconditionally entitled to the consideration under the payment terms set out in the contract. Contract assets are set off against financial liabilities with customers when the customers are not entitled to full refund of the tuition fee paid (see note 3(r)). |
Accounts receivable | (g) Accounts receivable Accounts receivable primarily consists of receivables of franchise fees. Accounts receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required. The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2019, 2020 and 2021, the Group does not have any off-balance-sheet credit exposure relate to its customers, except for the guarantees given to installment institutions for loans granted to customers of the Group’s English training services in Note 23(b). |
Contract costs | (h) Contract costs Contract costs are the incremental costs of obtaining a contract with a customer. Incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained e.g. an incremental sales commission. Incremental costs of obtaining a contract are capitalized when incurred if the costs relate to revenue which will be recognised in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract are expensed when incurred. Capitalized contract costs are stated at cost less accumulated amortisation and impairment losses. Contract costs capitalized as of December 31, 2020 and 2021 relate to the incremental sales commissions paid to third-party sales agents or the Group’s sales personnel whose selling activities resulted in customers entering into sale and purchase agreements for the Group’s services. Contract costs are recognized as part of “selling and marketing expenses” in the consolidated statements of comprehensive income/(loss) in the period in which revenue from the related services is recognized. The amount of capitalized costs recognized in profit or loss for the years ended December 31, 2019, 2020 and 2021 were RMB 87,635, RMB 59,014 and RMB 49,244 respectively. |
Restricted cash | (i) Restricted cash Restricted cash mainly consists of security deposits for establishments of training schools as requested by local education bureau. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement for the establishment. Amounts included in restricted cash represent those required to be set aside by a contractual agreement with education bureau. |
Equity method investments | (j) Equity method investments Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. |
Property and equipment, net | (k) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and any recorded impairment. Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal. The estimated useful lives are presented below. Buildings 20 years Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets Motor vehicles 5 years Equipment, fixture and furniture, and other fixed assets 2 - 10 years Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The Group capitalizes costs associated with the acquisition of major software for internal use in other assets in the consolidated balance sheets and amortizes the assets over the expected life of the software, generally between five and ten years. |
Business combinations | (l) Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Major business combinations occurred during the years ended December 31, 2019, 2020 and 2021 are disclosed in Note 5. |
Acquired intangible assets, net | (m) Acquired intangible assets, net Acquired intangible assets other than goodwill mainly consist of trademark, backlog, customer relationship and favorable lease assets, and are carried at cost, less accumulated amortization and impairment. Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful lives. The amortization periods by intangible asset classes are as follows: Trademark 10 years Backlog 3 years Customer relationship 5.5 years Reacquired right 1 year |
Impairment of long-lived assets | (n) Impairment of long-lived assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the years December 31, 2019, 2020 and 2021. |
Operating leases | (o) Operating leases Policy applicable before January 1, 2019: Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements comprehensive (loss) income on a straight-line basis over the lease periods. Certain operating leases contain rent holidays and escalating rent. Rent holidays and escalating rent are considered in determining the straight-line rent expense to be recorded over the lease term. The Group had no capital leases for the years ended December 31, 2018. Policy applicable beginning January 1, 2019: The Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and non-current lease liabilities on the Group’s consolidated balance sheets. ROU lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
Goodwill | (p) Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long term rate of growth for the Group's business, estimation of the useful life over which cash flows will occur, and determination of the Group's weighted average cost of capital. The Group has the option to perform a qualitative assessment to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying value prior to performing the two-step goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the Group performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. The Group performs its annual impairment review of goodwill at December 31 of each year. RMB 27,591 and RMB 81,605 impairment losses were recorded for goodwill for the years ended December 31, 2020 and 2021, respectively. |
Deferred Revenue | (q) Deferred Revenue Cash proceeds received from customers are recorded as deferred revenue when the Group being unconditionally entitled to the tuition fees/proceeds under the payment terms set out in the contract. Deferred revenue are recognized as revenues when revenue recognition criteria are met. |
Revenue recognition | (r) Revenue recognition The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The primary sources of the Group's revenues are as follows: (1) General adult English training service and overseas training service The general adult English training service primarily consist of English classroom-based training. Course fees are generally collected in advance as a package or paid under installment plans for: (i) service fee of main English classroom-based courses; (ii) service fee of supplementary English classroom-based course; (iii) educational materials; and (iv) assessment of level of English proficiency. The overseas training services are provided for customers planning to take international standardized tests and/or study abroad. Such services comprise international standardized test preparation courses and overseas study services. The customers can attend main English classroom-based course/overseas training for predetermined course hours in a predetermined period of time. Supplementary English classroom-based course can be attend without limit in such period of time. The Group has assessed all variable considerations identified when determining the transaction price. In making such assessment, the Group has considered various possible forms that variable considerations may take, including price concessions, discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar items. Generally, customers are entitled to a short-term course trial period/trial courses which commences on the date the course begins or the date of contract signed. Course fee refunds are provided to customers if they decide not to participate in such course within the trial period/trial courses. In addition, the Group offers refunds of the amount related to the course fee of the undelivered course hours after deducting 30% of it or certain amount of teaching service fee for each completed course level to customers who withdraw from a course, provided attended course hours are less than or equal to 30% of total hours in the courses at the time of withdrawal. No refund will be provided for customers attending more than 30% of total hours in the underlying courses. Reversal in the amount of cumulative revenue arising from refunds have been insignificant for the years ended December 31, 2019, 2020 and 2021. Each type of service/product included in the course fee is a separate unit of accounting, as each type has distinct nature with different patterns and measurements of transfer to the customers. The Group estimates standalone selling prices of each service/product and recognizes them in different revenue recording methods. For main English classroom-based courses/overseas training services, revenues are recognized proportionately as the course hours are consumed. Customers may not utilize all of their contracted rights within the service period. Such unutilized service treatments are referred to as breakage. An expected breakage amount is determined by historical experience and is recognized as revenue in proportion to the pattern of service utilized by the customers. For supplementary English classroom-based course, revenues are recognized on a straight-line basis over the entire main English classroom-based course period. For educational materials and assessments of level of English proficiency, revenues are recognized according to the accounting policy as set out in note 3(r)(4) below. Course fee received are initially recorded as financial liabilities from contracts with customers. During the trial period/trial courses, the Group recognizes contract assets when revenues are recognized. After the completion of trial period/trial course but before the completion of 30% of total hours in the courses, the contract assets are set off against the financial liabilities from contracts with customers and recognition of revenue is recorded as a reduction of the related financial liabilities from contracts with customers, and non-refundable amounts of course fee are transferred from financial liabilities from contracts with customers to deferred revenue. After the completion of 30% of total hours in the courses, the remaining financial liabilities from contracts with customers are reclassified as deferred revenue in the consolidated balance sheet and the recognition of revenue is recorded as a reduction of the deferred revenue. (2) Online English training services The Group operates “Likeshuo” platform to offer online live streaming English training services. Customers enroll for online courses by the use of prepaid study cards. The Group has assessed all variable considerations identified when determining the transaction price. In making such assessment, the Group has considered various possible forms that variable considerations may take, including price concessions, discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar items. For courses offered on the “Likeshuo” platform, the Group typically allows a refund of the course fees for any undelivered course/service hours after deducting a platform operation charge associated with the delivering such courses/services online, provided that a customer shall apply for refund at any time during these courses. Reversal in the amount of cumulative revenue arising from refunds have been insignificant for the years ended December 31, 2019, 2020 and 2021. The proceeds collected for the study cards are initially recorded as financial liabilities from contracts with customers. Revenues are generally recognized proportionately as the course/service hours are delivered. (3) Junior English training The Group offers junior English training services under “Meten” brand and “ABC” brand. Customers attend the classroom-based training for predetermined course hours in a predetermined period of time. The Group has assessed all variable considerations identified when determining the transaction price. In making such assessment, the Group has considered various possible forms that variable considerations may take, including price concessions, discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar items. For courses offered under “Meten” brand, the refund policy is similar to the general adult English training service. For courses offered under “ABC” brand, customers are generally entitled to full refund regarding the incompleted course hours after deduction of RMB 2,000 yuan as the early contract termination fee if a student requests a refund within 30 days upon the commencement of the course. No refund will be provided if a student requests a refund after 30 days upon the commencement of the course. Course fee received are initially recorded as financial liabilities from contracts with customers. Within the trial period of 30 days, recognition of revenue is recorded as a reduction of the related financial liabilities from contracts with customers. After 30 days upon the commencement of the course, the remaining financial liabilities from contracts with customers are reclassified as deferred revenue in the consolidated balance sheet and the recognition of revenue is recorded as a reduction of the deferred revenue. Revenues are generally recognized proportionately as the course hours are delivered. (4) Sales of goods Sales of goods are primarily derived from 1) sales of food and beverage during tuitions; and 2) delivery of educational materials and assessment report of level of English proficiency as included in the package of general classroom-based English training services. Revenue is recognized when the customer takes possession of and accepts the products. (5) Revenue from other English language-related services Revenue from other English language-related services are primarily derived from franchising learning centers through which the franchisee are authorized to use the Group’s brand and are required to adopt the Group’s centralized management system. An initial franchise fee and one-time design consulting fee or a renewal franchise fee is received when the Group enters into or renew a franchise agreement. During the term of the franchise, each franchised learning center are charged recurring franchise fees monthly based on an agreed percentage of its collected course and service fees and related individual course materials fees. The revenue of initial/renewal franchise fee is recognized on a straight-line basis over the franchise period. The revenue of one-time design consulting fee is recognized when the consulting service is provided. The revenue of recurring franchise fee is recognized when the Group and the franchisee confirm and agree the calculation of the fee at the end of each month during the franchise period. |
Cost of revenue | (s) Cost of revenue Cost of revenue consists of expenditures incurred in the generation of the Group’s revenue, includes but not limited to the course content related costs, service fees paid to contract human teachers in courses, rental expenses, IT service costs and depreciations for property and equipment. |
Sales and marketing expenses | (t) Sales and marketing expenses Sales and marketing expenses consist primarily of advertising costs, branding and marketing expenses, salary and welfare for sales and marketing personnel, commission to distribution channels and sales and marketing personnel. The branding and marketing expenses amounted to RMB 140,281, RMB 123,308 and RMB 83,327 for the years ended December 31, 2019, 2020 and 2021, respectively. |
Sales and marketing expenses | (u) General and administrative expenses General and administrative expenses consist primarily of salary and welfare for general and administrative personnel, share-based compensation expenses, agency expenses, depreciation expenses for property and equipment, property management fee and general office expenses. |
Research and development expenses | (v) Research and development expenses Research and development costs are expensed as incurred. |
Government grants | (w) Government grants Government grant is recognized when there is reasonable assurance that the Group will comply with the conditions attach to it and the grant will be received. Government grant for the purpose of giving immediate financial support to the Group with no future related costs or obligation is recognized in the Company’s consolidated statements of comprehensive income (loss) when the grant becomes receivable. For the years ended December 31, 2019, 2020 and 2021, RMB 5,773, RMB 28,124 and RMB 7,969 of government grants were recognized, respectively. |
Employee benefits | (x) Employee benefits Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries and VIE of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately RMB 62,084, RMB 27,054 and RMB 33,711 for the years ended December 31, 2019, 2020 and 2021, respectively. |
Income taxes | (y) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’ that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring. The Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’ to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’ recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income. |
Share based compensation | (z) Share based compensation Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied. Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made. |
Statutory reserve | (aa) Statutory reserve In accordance with the Company Laws of the PRC, the PRC Entities registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. The use of the statutory reserves are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. |
Contingencies | (ab) Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Fair value measurements | (ac) Fair value measurements The Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances. The carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to related parties, income taxes payable, accrued expenses and other payables as of December 31, 2020 and 2021 approximate their fair values because of short maturity of these instruments. |
Net income/(loss) per share | (ad) Net income/(loss) per share Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised into common shares. Common share equivalents are excluded from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method. |
Recently issued accounting pronouncements | (ae) Recently issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses” (“ASU 2016-13”), which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The ASU is effective for Emerging Growth Company (“EGC”) for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years and effective for public companies excluding EGC and smaller reporting companies for fiscal years beginning after December 15, 2019. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Group is in the process of evaluating the impact of ASU 2016-13 on its consolidated financial statements. In January 2017, the FASB issued guidance which simplifies the current two-step goodwill impairment test by eliminating Step two of the test. The guidance requires a one-step impairment test in which an entity compares the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. This guidance is effective for EGC for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years and effective for public companies excluding EGC and smaller reporting companies for fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for the interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Group is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”), Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted. The Group is not early adopting the standard and it is in the process of evaluation the impact of adoption of this new standard on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Principal Activities (Tables) [Line Items] | |
Schedule of company's major subsidiaries and VIEs | Entity Date of Place of Percentage of Principal activities Major subsidiaries: Meten International Education Group July 10, 2018 Cayman Islands 100% Investment holding Meten Education Investment Limited (“Meten BVI”) July 18, 2018 British Virgin Islands (“BVI”) Investment holding Likeshuo Education Investment Limited (“Likeshuo BVI”) July 18, 2018 British Virgin Islands (“BVI”) Investment holding Meten Education (Hong Kong) Limited (“Meten HK”) August 22, 2018 Hong Kong Investment holding Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) August 22, 2018 Hong Kong Investment holding Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) September 20, 2018 PRC 100% Technology development and education consulting service Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) September 20, 2018 PRC 100% Technology development and education consulting service VIEs: Shenzhen Meten International Education Co., Limited (“Shenzhen Meten”) PRC Shenzhen Likeshuo Education Co., Ltd. (‘‘Shenzhen Likeshuo’’) October 26, 2018 PRC Online English training VIEs’ major subsidiaries and schools: Shenzhen Likeshuo Network Technology Co., Ltd October 30, 2013 PRC Meten Education (Shenzhen) Co., Ltd November 24, 2015 PRC 100% Offline English training Nanjing Meten Foreign Language Training Co., Ltd December 6, 2013 PRC 100% Offline English training Chengdu Meten Education Technology Co., Ltd April 20, 2016 PRC 100% Offline English training Guangzhou Meten Education Technology Co., Ltd March 29, 2016 PRC 100% Offline English training Beijing Jingchengying Education and Culture Development Co., Ltd. September 16, 2002 PRC 80% Offline English training Beijing Jingcheng Education Network Technology Co., Ltd. July 15, 2005 PRC 80% Offline English training Beijing Fengtai District ABC Foreign Language Training School May 27, 2005 PRC 80% Offline English training Beijing Xicheng District ABC Foreign Language Training School February 16, 2007 PRC 80% Offline English training Harbin ABC Foreign Language School February 28, 2000 PRC 80% Offline English training Harbin ABC Culture Training School November 18,2016 PRC 80% Offline English training Harbin Xiangfang District ABC Foreign Language School July 31, 2006 PRC 80% Offline English training |
Schedule of loss per share before and after the retrospective adjustments | 2019 Before adjustment After adjustment RMB RMB Net loss per share attributable to Meten International’ shareholders – per share -Basic (0.69 ) (136.02 ) -Diluted (0.69 ) (136.02 ) |
Schedule of consolidated statements of comprehensive income/(loss) | Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Net revenues 1,447,899 897,035 728,996 Net loss (121,363 ) (283,829 ) (227,071 ) |
Schedule of consolidated statements of cash flows | Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Net cash used in operating activities (16,195 ) (164,268 ) (375,922 ) Net cash used in investing activities (99,087 ) (54 ) (2,685 ) Net cash generated from financing activities 72,778 91,241 371,637 |
Variable Interest Entity [Member] | |
Organization and Principal Activities (Tables) [Line Items] | |
Schedule of assets and liabilities of the VIEs | As of December 31, 2020 2021 RMB’000 RMB’000 ASSETS Current assets Cash and cash equivalents 66,987 61,535 Contract assets 6,194 5,323 Accounts receivable 26,731 44,118 Other contract costs 33,153 31,869 Prepayments and other current assets 49,153 39,716 Amounts due from related parties 7,934 7,265 Prepaid income tax 13,046 13,267 Total current assets 203,198 203,093 Non-current assets Restricted cash 10,358 8,840 Other contract costs 19,995 11,149 Equity method investments 24,552 24,403 Property and equipment, net 146,215 85,290 Operating lease right-of-use assets 322,559 105,551 Intangible assets, net 18,277 13,721 Deferred tax assets 6,997 25,991 Goodwill 274,567 192,962 Long-term prepayments and other non-current assets 40,648 26,015 Total non-current assets 864,168 493,922 Total assets 1,067,366 697,015 Current liabilities Accounts payable 9,762 15,881 Bank loans 133,900 6,000 Deferred revenue 341,934 213,006 Salary and welfare payable 65,927 26,075 Financial liabilities from contracts with customers 384,561 337,932 Accrued expenses and other payables 43,009 7,733 Current operating lease liabilities 131,151 35,817 Income taxes payable 267 195 Amounts due to related parties 159,739 685,287 Total current liabilities 1,270,250 1,327,926 Non-current liabilities Deferred revenue 46,927 35,546 Deferred tax liabilities 7,661 4,433 Operating lease liabilities 200,409 34,137 Non-current tax payable 33,718 59,824 Total non-current liabilities 288,715 133,940 Total liabilities 1,558,965 1,461,866 |
Summary of significant accoun_2
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Buildings 20 years Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets Motor vehicles 5 years Equipment, fixture and furniture, and other fixed assets 2 - 10 years |
Schedule of Amortization of finite-lived intangible assets | Trademark 10 years Backlog 3 years Customer relationship 5.5 years Reacquired right 1 year |
Risks and Concentration (Tables
Risks and Concentration (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of accounts receivable | As of December 31, 2020 2021 Receivables from Franchisee A 19 % 21 % Receivables from Franchisee B * 18 % Receivables from Franchisee C 19 % 15 % Receivables from Franchisee D 19 % 12 % Receivables from Franchisee E 11 % * |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of allocation of the purchase price of the assets acquired and liabilities assumed | As of May 31, 2019 RMB’000 Cash and cash equivalents 4,254 Prepayments and other current assets 8,974 Property, plant and equipment 6,959 Operating lease right-of-use 15,320 Intangible assets 200 Accounts payable (1,518 ) Deferred revenue (25,098 ) Salary and welfare payable (1,219 ) Accrued expenses and other payables (2,795 ) Operating lease liabilities (15,320 ) Goodwill 25,253 Total purchase consideration 15,010 |
Schedule of pro forma information | Years ended December 31, 2018 2019 RMB’000 RMB’000 Revenues 1,455,736 1,464,028 Net income/(loss) 48,990 (228,193 ) |
Contract balances (Tables)
Contract balances (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract Balances [Abstract] | |
Schedule of contract assets, accounts receivable, deferred revenue and financial liabilitie from contracts with customers | As of December 31, 2020 2021 RMB’000 RMB’000 Accounts receivable 52,866 67,620 Less: Allowance for doubtful debts (i) (25,853 ) (23,329 ) Accounts receivable, net 27,013 44,291 Contract assets 6,194 5,323 Deferred revenue -current 341,934 213,006 -non-current 46,927 35,546 Financial liabilities from contracts with customers 384,561 337,932 |
Schedule of allowance for doubtful accounts | As of December 31, 2020 2021 RMB’000 RMB’000 At the beginning of the year 1,751 25,853 Allowance made during the year 25,694 7,298 Write-off (1,592 ) (9,822 ) At the end of the year 25,853 23,329 |
Schedule of contract assets | As of December 31, 2020 2021 RMB’000 RMB’000 At the beginning of the year 7,824 6,194 Net off the beginning contract assets with financial liabilities, as the result of rights to consideration becoming unconditional (7,384 ) (6,194 ) Contract assets recognized with the recognition of revenue during the year 5,754 5,323 At the end of the year 6,194 5,323 |
Schedule of deferred revenue and financial liabilities | As of December 31, 2020 2021 RMB’000 RMB’000 At the beginning of the year 958,910 773,422 Net off the beginning contract assets with financial liabilities, as the result of rights to consideration becoming unconditional (7,384 ) (6,194 ) Revenue recognized that was included in the contract liabilities and financial liabilities at the beginning of the year (644,097 ) (604,900 ) Increase due to cash received, excluding amount recognized as revenue or refunded 465,993 424,156 At the end of the year 773,422 586,484 |
Schedule of consolidated balance sheets | As of December 31, 2020 2021 RMB’000 RMB’000 Deferred revenue 388,861 248,552 Financial liabilities 384,561 337,932 |
Prepayments and other assets (T
Prepayments and other assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepayments and other assets | As of December 31, 2020 2021 RMB’000 RMB’000 Prepayments and other current assets Receivables from third-party payment channels (i) 17,983 10,151 Cash advanced to employees 517 566 Prepaid advertising and marketing fees 1,056 2,751 Prepaid rental and property management fees 3,109 3,637 Prepayment for purchase of office supplies 534 534 Books and other related educational materials (ii) 9,254 7,899 Prepayment for acquisition of subsidiaries 3,085 - Prepayment for equipment - 53,285 Prepaid taxes 4,837 5,824 Others 10,283 33,088 Total 50,658 117,735 Long-term prepayments and other non-current assets Prepayment for leasehold improvement 50 76 Long-term rental deposits 40,704 26,178 Total 40,754 26,254 (i) The balances represent the course fee for the courses due from third-party payment channels that are mainly due to timing difference between the Group’s receipts from the third-party payment channels versus the third-party payment channels’ cash receipts from the customers. (ii) Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of December 31, 2020 2021 RMB’000 RMB’000 Cost: Buildings 75,092 75,092 Motor vehicles 11,185 9,889 Leasehold improvements 71,136 24,252 Equipment, fixture and furniture, and other fixed assets 49,823 31,307 Total cost 207,236 140,540 Less: Accumulated depreciation 60,345 54,737 Property and equipment, net 146,891 85,803 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | As of December 31, 2020 2021 RMB’000 RMB’000 Trademark 16,200 16,200 Backlog 5,815 5,815 Customer relationship 11,400 11,400 Reacquired right 200 200 Total cost 33,615 33,615 Less: Accumulated amortization 14,278 18,940 Intangible assets, net 19,337 14,675 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | Year ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Current income tax expense 18,752 8,589 410 Deferred income tax benefit (9,144 ) (2,786 ) (20,649 ) Total 9,608 5,803 (20,239 ) |
Schedule of actual income tax expenses reported in consolidated statements of comprehensive income(loss) | Year ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Loss before income taxes (215,461 ) (406,980 ) (406,536 ) Computed expected tax benefit (53,809 ) (86,039 ) (100,916 ) Increase/(decrease) in income taxes resulting from: Non-taxable income (816 ) - - Non-taxable income due to disposal of subsidiaries (2,440 ) - - Non-deductible expenses 25,099 6,463 26,017 Additional deduction for research and development expenses (2,353 ) (6,554 ) (2,062 ) Preferential tax rate 11,370 4,727 (2,880 ) Tax loss expired 6,271 12,128 9,296 EIT true-up difference 478 - - Tax rate differential on deferred tax items 31 - - Change in valuation allowance 25,457 75,078 50,306 Others 320 - - Total 9,608 5,803 (20,239 ) |
Schedule of deferred income tax assets and liabilities | As of December 31, 2020 2021 RMB’000 RMB’000 Deferred tax assets Tax losses carried forward 152,728 215,639 Provision of other receivables 4,715 6,079 Deductible advertisement expenses 7,083 5,519 Accrued payroll and other expenses 1,990 260 Total gross deferred tax assets 166,516 227,497 Valuation allowance on deferred tax assets (146,471 ) (184,566 ) Deferred tax assets, net of valuation allowance 20,045 42,931 Deferred tax liabilities Capitalized contract costs (13,606 ) (10,622 ) Equity investment gain (388 ) (542 ) Operating lease (263 ) (6,234 ) Surplus on revaluation (6,452 ) (3,975 ) Total gross deferred tax liabilities (20,709 ) (21,373 ) Net deferred tax assets/(liabilities) (664 ) 21,558 |
Schedule of consolidated balance sheets | As of December 31, 2020 2021 RMB’000 RMB’000 Deferred tax assets 6,997 25,991 Deferred tax liabilities (7,661 ) (4,433 ) Net deferred tax assets/(liabilities) (664 ) 21,558 |
Schedule of valuation allowance | As of December 31, 2020 2021 RMB’000 RMB’000 Balance at the beginning of the year 71,393 146,471 Addition during the year 75,078 38,095 Balance at the end of the year 146,471 184,566 |
Schedule of non-current income tax payable | As of December 31, 2020 2021 RMB’000 RMB’000 Beginning balance 26,085 33,718 Addition 7,633 419 Ending balance 33,718 34,137 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of changes in the carrying amount of goodwill | As of December 31, 2020 2021 RMB’000 RMB’000 Beginning balance 302,158 274,567 Decrease during the year (note 5) (27,591 ) (81,605 ) Goodwill 274,567 192,962 |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other payables | As of December 31, 2020 2021 RMB’000 RMB’000 Accrued expenses and other payables Deposits received from customers 1,710 1,820 Deposits received from franchisees 2,967 2,409 Accrued rental, utility and other expenses 10,859 5,227 VAT and other taxes payable 13,380 13,921 Payables for refund of tuition fee 4,143 7,667 Offering expenses 4,261 502 Others 8,710 5,029 Total 46,030 36,575 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of supplemental balance sheet information related to leases | As of December 31, 2020 2021 RMB’000 RMB’000 Operating lease cost 150,224 88,179 Short-term lease cost 24,355 24,819 Total 174,579 112,998 |
Schedule of supplemental balance sheet information related to leases | As of December 31, 2020 2021 RMB’000 RMB’000 Operating Leases Operating lease right-of-use assets 322,559 105,551 Operating lease liabilities, current portion 131,151 35,817 Operating lease liabilities, non-current portion 200,409 59,824 Weighted-average remaining lease term - operating leases 3.61 years 3.16 years Weighted-average discount rate - operating leases 4.89 % 4.37 % |
Schedule of non-cancellable operating lease rentals | Years ending December 31, RMB’000 2022 55,367 2023 29,478 2024 10,664 2025 3,925 2026 1,409 Thereafter - Total lease payment 100,843 Less: imputed interest (5,202 ) Total 95,641 |
Redeemable Owners' Investment (
Redeemable Owners' Investment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Owners Investment [Abstract] | |
Schedule of movements of Redeemable Owners’ Investment | First Tranche Second Tranche Total RMB’000 RMB’000 RMB’000 Balances as of January 1, 2017 22,042 178,577 200,619 Accretion 2,000 17,000 19,000 Balances as of December 31, 2017 24,042 195,577 219,619 Accretion 1,096 8,718 9,814 Reclassification to permanent equity (25,138 ) (204,295 ) (229,433 ) Balances as of December 31, 2018 - - - |
Revenue and Segment Reporting (
Revenue and Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of disaggregation of revenue | Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Revenue from contracts with customers General adult English training 690,534 240,103 96,605 Overseas training services 203,677 130,567 151,110 Online English training 260,263 289,715 290,352 Junior English training 167,924 130,348 97,984 Sales of goods 93,454 93,397 80,190 Others English language-related services 32,047 12,905 12,755 Total 1,447,899 897,035 728,996 |
Schedule of segment revenue and results | Year ended December 31, 2019 General adult English training Overseas training services Online English training Junior English training Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Disaggregated by timing of revenue recognition Point in time 93,454 - - - 93,454 Overtime 690,534 203,677 260,263 167,924 1,322,398 Revenue from external customers 783,988 203,677 260,263 167,924 1,415,852 Reportable segment revenue 783,988 203,677 260,263 167,924 1,415,852 Reportable segment gross profit 422,517 86,358 104,620 61,070 674,565 Year ended December 31, 2020 General adult English training Overseas training services Online English training Junior English training Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Disaggregated by timing of revenue recognition Point in time 93,397 93,397 Overtime 240,103 130,567 289,715 130,348 790,733 Revenue from external customers 333,500 130,567 289,715 130,348 884,130 Reportable segment revenue 333,500 130,567 289,715 130,348 884,130 Reportable segment gross profit 104,875 34,318 119,438 27,933 286,564 Year ended December 31, 2021 General adult English training Overseas training services Online English training Junior English training Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Disaggregated by timing of revenue recognition Point in time 80,190 - - - 80,190 Overtime 96,605 151,110 290,352 97,984 636,051 Revenue from external customers 176,795 151,110 290,352 97,984 716,241 Reportable segment revenue 176,795 151,110 290,352 97,984 716,241 Reportable segment gross profit 38,880 48,954 148,490 10,034 246,358 |
Schedule of reconciliations of reportable segment revenues | 2019 2020 2021 RMB’000 RMB’000 RMB’000 Revenue Reportable segment revenue 1,415,852 884,130 716,241 Other revenue 32,047 12,905 12,755 Consolidated revenue (note 18(a)) 1,447,899 897,035 728,996 Profit Reportable segment profit 674,565 286,564 246,358 Other profit 31,040 12,592 12,721 Reportable segment profit derived from Group’s external customers 705,605 299,156 259,079 Selling and marketing expenses (437,986 ) (310,433 ) (250,850 ) General and administrative expenses (329,828 ) (238,592 ) (300,596 ) Research and development expenses (32,333 ) (31,878 ) (18,413 ) Interest income 1,633 448 340 Interest expenses (2,453 ) (6,101 ) (2,400 ) Foreign currency exchange loss, net (19 ) (382 ) (9,678 ) Gains/(losses) on disposal and closure of subsidiaries and branches 583 (31,884 ) (37,829 ) Gains on available-for-sale investments - - Gains on Short-term investments - 495 - Government grants 5,773 28,124 7,969 Equity in income on equity method investments 2,658 (1,532 ) (149 ) Depreciation and amortization (23,414 ) (16,469 ) (15,121 ) Share-based compensation expenses (96,661 ) (52,256 ) (23,334 ) Warrant financing - (41,118 ) (2,404 ) Others, net 4,044 4,640 634 Unallocated head office and corporate expenses (13,062 ) (9,198 ) (13,784 ) Consolidated loss before income tax (215,460 ) (406,980 ) (406,536 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income/(loss) per share | Years ended December 31, 2019 2020 2021 (in thousands of RMB, except share data and per share data) Numerator: Net loss available to shareholders of the Company - basic and diluted (219,404 ) (410,985 ) (384,299 ) Denominator Weighted average number of ordinary shares - basic 1,613,054 1,855,382 13,634,847 Effect of dilutive securities - 339,353 (1,594,808 ) Dilutive effect of non-vested shares 1,613,054 2,194,735 12,040,040 Denominator for diluted net loss per share Net loss - basic (136.02 ) (221.51 ) (28.19 ) Net loss - diluted (136.02 ) (187.26 ) (31.92 ) |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of the awarded shares unit activities | Number of Weighted average grant-date per share As of January 1, 2018 1,854,193 24.16 Forfeited (72,865 ) 38.52 As of December 31, 2018 1,781,328 23.47 Granted 1,269,373 70.32 As of December 31, 2019 3,050,701 43.52 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of material related party transactions | Name of party Relationship Mr. Zhao Jishuang A major shareholder of the Company Mr. Guo Yupeng A major shareholder of the Company Mr. Peng Siguang A major shareholder of the Company Zhongshi Qile (Beijing) Culture Media Co., Ltd. (“Zhongshi Culture”) Fellow subsidiary Shenzhen Meifu English Information Consulting Co., Ltd. (“Meifu English”) Fellow subsidiary Boston Global Education,INC (“Boston Global”) Fellow subsidiary Meten (U.S.A) Investment Holding Corporation (“Meten USA”) Fellow subsidiary Oxford International College Chengdu School (“Chengdu School”) Fellow subsidiary Meten International Educational Talent Management Service (Shenzhen) Co., Ltd (Meten Talent Service) Fellow subsidiary Shenzhen Sikete Education Technology Co., Ltd. (“Shenzhen Sikete”) Associate of the Group Xiamen Siming District Meten English Training School (“Xiamen Siming Meten School”) Associate of the Group Shenzhen Mengdian Network Technology Co., Ltd. (“Shenzhen Mengdian”) Associate of the Group Beijing Wuyan Education Consulting Co., Ltd Associate of the Group Liketou (HK) Co., Ltd. Entity under significant influence of a key management Shenzhen Shuangge Technology Co., Ltd. (“Shenzhen Shuangge”) Fellow subsidiary Shenzhen Meten Oversea Education Consulting Co., Ltd. (“Shenzhen Meten Oversea”) Fellow subsidiary Shenzhen Yilian Education Investment Co., Ltd. (“Shenzhen Yilian Education”) Fellow subsidiary Xiamen Hanen Education Consulting Co., Ltd Entity under significant influence of a key management |
Schedule of major transactions with related parties | Years ended December 31, 2019 2020 2021 RMB’000 RMB’000 RMB’000 Advances from related parties - Meifu English 912 4,000 19,091 - Chengdu School 195 23,300 19,685 - Shenzhen Meten Oversea 17,113 - - - Liketou (HK) Co., Ltd. 201 - - - Xiamen Siming Meten School 19 - - - Shenzhen Shuangge 11,958 480 422 - Zhongshi Culture 318 - - - Meten Talent Service 118 4,991 3,406 - Xiamen Hanen 250 - - - Mr. Zhao Jishuang - 30,893 54,874 Total 31,084 63,664 97,478 Repayment of advances from related parties - Meifu English 6,503 - 15,258 - Chengdu School 12,476 14,000 26,924 - Liketou (HK) Co., Ltd. 2,336 - - - Shenzhen Meten Oversea 17,113 - - - Zhongshi Culture 318 - - - Xiamen Hanen 250 - - - Meten Talent Service 118 128 8,161 - Shenzhen Shuangge 11,192 176 304 - Xiamen Siming Meten School - 19 - - Mr. Zhao Jishuang - - 55,265 Total 50,306 14,323 105,912 Advances to related parties - Meifu English 9,989 2,681 1,033 - Zhongshi Culture 640 104 118 - Xiamen Siming Meten School 156 - 2,067 - Chengdu School 146 17 - - Shenzhen Shuangge 5,307 261 5,013 - Shenzhen Meten Oversea 24,309 4,253 - - Meten Talent Service 4,476 2,502 453 - Mr. Peng Siguang and Mr. Guo Yupeng - - 35,514 - Shenzhen Yilian Education 10 401 - Total 45,033 10,219 44,198 Repayment of advances to related parties - Meifu English 19,887 4,549 1,267 - Zhongshi Culture 989 126 597 - Mr. Peng Siguang and Mr. Guo Yupeng 13,000 - 35,514 - Chengdu School 151 49 17 - Shenzhen Shuangge 5,278 - 5,296 - Shenzhen Meten Oversea 24,253 1,045 3,264 - Shenzhen Yilian Education 10 - 16 - Meten Talent Service 509 6,022 896 - Xiamen Siming Meten School - 156 - Total 64,077 11,947 46,867 |
Schedule of balances with related parties | As of December 31, 2020 2021 RMB’000 RMB’000 Amounts due from related parties Current - Zhongshi Culture 508 29 - Meifu English 2,751 2,517 - Xiamen Siming Meten School 246 2,313 - Chengdu School 17 - - Meten Talent Service 458 15 - Shenzhen Meten Oversea 3,264 - - Shenzhen Shuangge 289 6 - Shenzhen Yilian Education 401 385 - Beijing Wuyan Education Consulting Co., Ltd - 2,000 Total 7,934 7,265 Amounts due to related parties Current - Meifu English 4,012 7,845 - Chengdu School 9,354 2,115 - Shenzhen Meten Oversea 1,070 1,188 - Meten Talent Service 4,863 108 - Mr. Zhao Jishuang 30,893 30,502 Total 50,192 41,758 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of table sets forth our contractual obligations | Payment due by December 31 Total 2022 2023 2024 2025 2026 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Operating lease commitments for property management expenses under lease agreements 24,317 9,535 7,681 5,087 1,964 50 |
Organization and Principal Ac_3
Organization and Principal Activities (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands | Dec. 18, 2017CNY (¥)shares | Mar. 30, 2020 | Sep. 27, 2019 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)¥ / shares |
Organization and Principal Activities (Details) [Line Items] | |||||
Ordinary shares | 16,666,667 | ||||
Ordinary shares, par value | (per share) | $ 0.003 | ¥ 0.003 | |||
Merger agreement, description | the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company respectively. | on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. | |||
Business transaction description | The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 20. The par value of ordinary shares was adjusted retrospectively from RMB219 to RMB34, the subscription receivable was adjusted retrospectively from negative RMB 2 to RMB nil, and the difference of RMB183 was adjusted retrospectively as in addition paid-in capital as of December 31, 2019. The consolidated statements of changes in equity (deficit) for the years ended December 31, 2019 was also adjusted retrospectively to reflect these changes. The weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted was adjusted retrospectively from 318,601,222 to 1,613,054 for the year ended December 31, 2019. | ||||
Merger transaction investment | $ | $ 20,000 | ||||
Shares purchase | 2,000,000 | ||||
Stock limited liability | 30,000,000 | ||||
Stock of issued | ¥ | ¥ 1 | ||||
Net cash distribution | ¥ | ¥ 148,270 | ||||
Common Stock [Member] | |||||
Organization and Principal Activities (Details) [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.003 | ||||
Mr. Guo Yupeng [Member] | |||||
Organization and Principal Activities (Details) [Line Items] | |||||
Transfer of ordinary shares, description | On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng. | ||||
Richard Fear [Member] | |||||
Organization and Principal Activities (Details) [Line Items] | |||||
Ordinary shares issuance, description | On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $ 0.0001. |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of company's major subsidiaries and VIEs | 12 Months Ended |
Dec. 31, 2021 | |
Meten International Education Group [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Jul. 10, 2018 |
Entity Incorporation, Place of incorporation | Cayman Islands |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Investment holding |
Meten Education Investment Limited (“Meten BVI”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Jul. 18, 2018 |
Entity Incorporation, Place of incorporation | British Virgin Islands (“BVI”) |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Investment holding |
Likeshuo Education Investment Limited (“Likeshuo BVI”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Jul. 18, 2018 |
Entity Incorporation, Place of incorporation | British Virgin Islands (“BVI”) |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Investment holding |
Meten Education (Hong Kong) Limited (“Meten HK”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Aug. 22, 2018 |
Entity Incorporation, Place of incorporation | Hong Kong |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Investment holding |
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Aug. 22, 2018 |
Entity Incorporation, Place of incorporation | Hong Kong |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Investment holding |
Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Sep. 20, 2018 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Technology development and education consulting service |
Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Sep. 20, 2018 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Technology development and education consulting service |
Shenzhen Meten International Education Co., Limited (“Shenzhen Meten”) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Apr. 3, 2006 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Offline English training |
Shenzhen Likeshuo Education Co., Ltd. (‘‘Shenzhen Likeshuo’’) [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Oct. 26, 2018 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Online English training |
Shenzhen Qianhai Meten Technology Co., Ltd [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Oct. 30, 2013 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Online English training |
Meten Education (Shenzhen) Co., Ltd [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Nov. 24, 2015 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Offline English training |
Nanjing Meten Foreign Language Training Co., Ltd [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Dec. 6, 2013 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Offline English training |
Chengdu Meten Education Technology Co., Ltd [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Apr. 20, 2016 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Offline English training |
Guangzhou Meten Education Technology Co., Ltd [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Mar. 29, 2016 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Offline English training |
Beijing Jingchengying Education and Culture Development Co., Ltd. [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Sep. 16, 2002 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Beijing Jingcheng Education Network Technology Co., Ltd [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Jul. 15, 2005 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Beijing Fengtai District ABC Foreign Language Training School [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | May 27, 2005 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Beijing Xicheng District ABC Foreign Language Training School [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Feb. 16, 2007 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Harbin ABC Foreign Language School\ [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Feb. 28, 2000 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Harbin ABC Culture Training School [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Nov. 18, 2016 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Harbin Xiangfang District ABC Foreign Language School [Member] | |
Major subsidiaries: | |
Entity Incorporation, Date of incorporation | Jul. 31, 2006 |
Entity Incorporation, Place of incorporation | PRC |
Percentage of direct or indirect economic ownership | 80.00% |
Principal activities | Offline English training |
Organization and Principal Ac_5
Organization and Principal Activities (Details) - Schedule of loss per share before and after the retrospective adjustments | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Before adjustment [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
-Basic | $ (0.69) |
-Diluted | (0.69) |
After adjustment [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
-Basic | (136.02) |
-Diluted | $ (136.02) |
Organization and Principal Ac_6
Organization and Principal Activities (Details) - Schedule of assets and liabilities of the VIEs - Variable Interest Entity [Member] - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | ¥ 61,535 | ¥ 66,987 |
Contract assets | 5,323 | 6,194 |
Accounts receivable | 44,118 | 26,731 |
Other contract costs | 31,869 | 33,153 |
Prepayments and other current assets | 39,716 | 49,153 |
Amounts due from related parties | 7,265 | 7,934 |
Prepaid income tax | 13,267 | 13,046 |
Total current assets | 203,093 | 203,198 |
Non-current assets | ||
Restricted cash | 8,840 | 10,358 |
Other contract costs | 11,149 | 19,995 |
Equity method investments | 24,403 | 24,552 |
Property and equipment, net | 85,290 | 146,215 |
Operating lease right-of-use assets | 105,551 | 322,559 |
Intangible assets, net | 13,721 | 18,277 |
Deferred tax assets | 25,991 | 6,997 |
Goodwill | 192,962 | 274,567 |
Long-term prepayments and other non-current assets | 26,015 | 40,648 |
Total non-current assets | 493,922 | 864,168 |
Total assets | 697,015 | 1,067,366 |
Current liabilities | ||
Accounts payable | 15,881 | 9,762 |
Bank loans | 6,000 | 133,900 |
Deferred revenue | 213,006 | 341,934 |
Salary and welfare payable | 26,075 | 65,927 |
Financial liabilities from contracts with customers | 337,932 | 384,561 |
Accrued expenses and other payables | 7,733 | 43,009 |
Current operating lease liabilities | 35,817 | 131,151 |
Income taxes payable | 195 | 267 |
Amounts due to related parties | 685,287 | 159,739 |
Total current liabilities | 1,327,926 | 1,270,250 |
Non-current liabilities | ||
Deferred revenue | 35,546 | 46,927 |
Deferred tax liabilities | 4,433 | 7,661 |
Operating lease liabilities | 34,137 | 200,409 |
Non-current tax payable | 59,824 | 33,718 |
Total non-current liabilities | 133,940 | 288,715 |
Total liabilities | ¥ 1,461,866 | ¥ 1,558,965 |
Organization and Principal Ac_7
Organization and Principal Activities (Details) - Schedule of consolidated statements of comprehensive income/(loss) - Variable Interest Entity [Member] - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | |||
Net revenues | ¥ 728,996 | ¥ 897,035 | ¥ 1,447,899 |
Net loss | ¥ (227,071) | ¥ (283,829) | ¥ (121,363) |
Organization and Principal Ac_8
Organization and Principal Activities (Details) - Schedule of consolidated statements of cash flows - Variable Interest Entity [Member] - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | ¥ (375,922) | ¥ (164,268) | ¥ (16,195) |
Net cash used in investing activities | (2,685) | (54) | (99,087) |
Net cash generated from financing activities | ¥ 371,637 | ¥ 91,241 | ¥ 72,778 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2021CNY (¥) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net loss | ¥ 386,297 |
Net operating cash outflow | 459,303 |
Net current liabilities | ¥ 325,113 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of significant accounting policies (Details) [Line Items] | |||
Capitalized costs recognized | ¥ 49,244 | ¥ 59,014 | ¥ 87,635 |
Impairment losses | 81,605 | 27,591 | |
Refund regarding | 2,000 | ||
Branding and marketing expense | 83,327 | 123,308 | 140,281 |
Grants receivable | 7,969 | 28,124 | 5,773 |
Employee Benefits and Share-Based Compensation | ¥ 33,711 | ¥ 27,054 | ¥ 62,084 |
Statutory reserve, percentage | 10.00% | ||
Surplus fund, percentage | 50.00% | ||
Minimum [Member] | |||
Summary of significant accounting policies (Details) [Line Items] | |||
Ownership, percentage | 20.00% | ||
Maximum [Member] | |||
Summary of significant accounting policies (Details) [Line Items] | |||
Ownership, percentage | 50.00% | ||
Generally [Member] | |||
Summary of significant accounting policies (Details) [Line Items] | |||
Estimated useful lives | 5 years | ||
Software Development [Member] | |||
Summary of significant accounting policies (Details) [Line Items] | |||
Estimated useful lives | 10 years | ||
Short-term [Member] | |||
Summary of significant accounting policies (Details) [Line Items] | |||
Revenue recognition description | the Group offers refunds of the amount related to the course fee of the undelivered course hours after deducting 30% of it or certain amount of teaching service fee for each completed course level to customers who withdraw from a course, provided attended course hours are less than or equal to 30% of total hours in the courses at the time of withdrawal. No refund will be provided for customers attending more than 30% of total hours in the underlying courses. |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Schedule of estimated useful lives | 12 Months Ended |
Dec. 31, 2021 | |
Building [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated Useful Lives | 20 years |
Leasehold improvements [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated Useful Lives, description | Shorter of the lease term and the estimated useful lives of the assets |
Motor vehicles [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated Useful Lives | 5 years |
Equipment, fixture and furniture, and other fixed assets [Member] | Minimum [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated Useful Lives | 2 years |
Equipment, fixture and furniture, and other fixed assets [Member] | Maximum [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated Useful Lives | 10 years |
Summary of significant accoun_5
Summary of significant accounting policies (Details) - Schedule of Amortization of finite-lived intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Trademark [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 10 years |
Backlog [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 3 years |
Customer relationship [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 5 years 6 months |
Reacquired right [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets | 1 year |
Risks and Concentration (Detail
Risks and Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Risks and Concentration (Details) [Line Items] | |||
Percentage of revenue | 10.00% | 10.00% | 10.00% |
Concentration risk percentage | 10.00% | ||
Accounts Receivable [Member] | |||
Risks and Concentration (Details) [Line Items] | |||
Concentration risk percentage | 10.00% |
Risks and Concentration (Deta_2
Risks and Concentration (Details) - Schedule of accounts receivable | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Receivables from Franchisee A [Member] | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Receivables from franchisee | 21.00% | 19.00% | ||
Receivables from Franchisee B [Member] | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Receivables from franchisee | [1] | 18.00% | ||
Receivables from Franchisee C [Member] | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Receivables from franchisee | 15.00% | 19.00% | ||
Receivables from Franchisee D [Member] | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Receivables from franchisee | 12.00% | 19.00% | ||
Receivables from Franchisee E [Member] | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Receivables from franchisee | [1] | 11.00% | ||
[1] | Less than 10% |
Business Combinations (Details)
Business Combinations (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | |
Business Combinations (Details) [Line Items] | |||
Revenue of the acquirees | ¥ 23,999 | ||
Net loss of the acquirees | 6,585 | ||
Goodwill | ¥ 25,253 | ||
Shenzhen Meten [Member] | |||
Business Combinations (Details) [Line Items] | |||
Equity interests acquirees percentage | 100.00% | ||
Cash consideration | ¥ 15,010 | ||
Business combination fair values of recognized amortized | ¥ 200 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of allocation of the purchase price of the assets acquired and liabilities assumed ¥ in Thousands | May 31, 2019CNY (¥) |
RMB’000 | |
Cash and cash equivalents | ¥ 4,254 |
Prepayments and other current assets | 8,974 |
Property, plant and equipment | 6,959 |
Operating lease right-of-use | 15,320 |
Intangible assets | 200 |
Accounts payable | (1,518) |
Deferred revenue | (25,098) |
Salary and welfare payable | (1,219) |
Accrued expenses and other payables | (2,795) |
Operating lease liabilities | (15,320) |
Goodwill | 25,253 |
Total purchase consideration | ¥ 15,010 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of pro forma information - Shenzhen Meten [Member] - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations (Details) - Schedule of pro forma information [Line Items] | ||
Revenues | ¥ 1,464,028 | ¥ 1,455,736 |
Net income/(loss) | ¥ (228,193) | ¥ 48,990 |
Disposal and Closure of Subsi_2
Disposal and Closure of Subsidiaries and Branches (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disposal Of Subsidiaries Disclosure [Abstract] | |||
Loss on disposal closing of subsidiaries and branches | ¥ 37,829 | ¥ 31,884 | |
Cash consideration | ¥ 1,275 | ||
Disposal of gain amount | ¥ 583 |
Contract balances (Details) - S
Contract balances (Details) - Schedule of contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers - Accounts receivable [Member] - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract balances (Details) - Schedule of contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers [Line Items] | |||
Accounts receivable | ¥ 67,620 | ¥ 52,866 | |
Less: Allowance for doubtful debts | [1] | (23,329) | (25,853) |
Accounts receivable, net | 44,291 | 27,013 | |
Contract assets | 5,323 | 6,194 | |
Deferred revenue | |||
-current | 213,006 | 341,934 | |
-non-current | 35,546 | 46,927 | |
Financial liabilities from contracts with customers | ¥ 337,932 | ¥ 384,561 | |
[1] | Changes in the allowance for doubtful accounts were as follows: |
Contract balances (Details) -_2
Contract balances (Details) - Schedule of allowance for doubtful accounts - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of allowance for doubtful accounts [Abstract] | ||
At the beginning of the year | ¥ 25,853 | ¥ 1,751 |
Allowance made during the year | 7,298 | 25,694 |
Write-off | (9,822) | (1,592) |
At the end of the year | ¥ 23,329 | ¥ 25,853 |
Contract balances (Details) -_3
Contract balances (Details) - Schedule of contract assets - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of contract assets [Abstract] | ||
At the beginning of the year | ¥ 6,194 | ¥ 7,824 |
Net off the beginning contract assets with financial liabilities, as the result of rights to consideration becoming unconditional | (6,194) | (7,384) |
Contract assets recognized with the recognition of revenue during the year | 5,323 | 5,754 |
At the end of the year | ¥ 5,323 | ¥ 6,194 |
Contract balances (Details) -_4
Contract balances (Details) - Schedule of deferred revenue and financial liabilities - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of deferred revenue and financial liabilities [Abstract] | ||
At the beginning of the year | ¥ 773,422 | ¥ 958,910 |
Net off the beginning contract assets with financial liabilities, as the result of rights to consideration becoming unconditional | (6,194) | (7,384) |
Revenue recognized that was included in the contract liabilities and financial liabilities at the beginning of the year | (604,900) | (644,097) |
Increase due to cash received, excluding amount recognized as revenue or refunded | 424,156 | 465,993 |
At the end of the year | ¥ 586,484 | ¥ 773,422 |
Contract balances (Details) -_5
Contract balances (Details) - Schedule of consolidated balance sheets - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of consolidated balance sheets [Abstract] | ||
Deferred revenue | ¥ 248,552 | ¥ 388,861 |
Financial liabilities | ¥ 337,932 | ¥ 384,561 |
Prepayments and other assets (D
Prepayments and other assets (Details) - Schedule of prepayments and other assets - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Prepayments and other current assets | |||
Receivables from third-party payment channels | [1] | ¥ 10,151 | ¥ 17,983 |
Cash advanced to employees | 566 | 517 | |
Prepaid advertising and marketing fees | 2,751 | 1,056 | |
Prepaid rental and property management fees | 3,637 | 3,109 | |
Prepayment for purchase of office supplies | 534 | 534 | |
Books and other related educational materials | [2] | 7,899 | 9,254 |
Prepayment for acquisition of subsidiaries | 3,085 | ||
Prepayment for equipment | 53,285 | ||
Prepaid taxes | 5,824 | 4,837 | |
Others | 33,088 | 10,283 | |
Total | 117,735 | 50,658 | |
Long-term prepayments and other non-current assets | |||
Prepayment for leasehold improvement | 76 | 50 | |
Long-term rental deposits | 26,178 | 40,704 | |
Total | ¥ 26,254 | ¥ 40,754 | |
[1] | The balances represent the course fee for the courses due from third-party payment channels that are mainly due to timing difference between the Group’s receipts from the third-party payment channels versus the third-party payment channels’ cash receipts from the customers. | ||
[2] | Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventories. |
Equity method investments (Deta
Equity method investments (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Jul. 31, 2016 | May 31, 2006 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | |
Equity method investments (Details) [Line Items] | |||||||
Invested amount | ¥ 10,000 | ¥ 9,000 | ¥ 250 | ||||
Additional investment | ¥ 3,750 | ||||||
Recognized (loss)/gain on equity method investments | ¥ (1,532) | ¥ 2,658 | ¥ (149) | ||||
SKT Education Technology Co Ltd [Member] | |||||||
Equity method investments (Details) [Line Items] | |||||||
Equity interests percentage | 20.00% | 15.00% | 30.00% |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | ¥ 33,219 | ¥ 50,319 | ¥ 52,622 |
Certificates of Deposit, at Carrying Value | 24,218 | ||
Buildings with carrying value | ¥ 52,818 | ¥ 56 | ¥ 60,328 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cost: | ||
Total cost | ¥ 140,540 | ¥ 207,236 |
Less: Accumulated depreciation | 54,737 | 60,345 |
Property and equipment, net | 85,803 | 146,891 |
Buildings [Member] | ||
Cost: | ||
Total cost | 75,092 | 75,092 |
Motor vehicles [Member] | ||
Cost: | ||
Total cost | 9,889 | 11,185 |
Leasehold improvements [Member] | ||
Cost: | ||
Total cost | 24,252 | 71,136 |
Equipment, fixture and furniture, and other fixed assets [Member] | ||
Cost: | ||
Total cost | ¥ 31,307 | ¥ 49,823 |
Intangible assets, net (Details
Intangible assets, net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | ¥ 4,662 | ¥ 5,631 | ¥ 5,831 |
Amortization expense of existing intangible assets, two year | 3,693 | ||
Amortization expense of existing intangible assets, three year | 3,693 | ||
Amortization expense of existing intangible assets, four year | 1,620 | ||
Amortization expense of existing intangible assets, five year | 1,620 | ||
Amortization expense of existing intangible assets, one year | ¥ 1,620 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of intangible assets, net - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of intangible assets, net [Abstract] | ||
Trademark | ¥ 16,200 | ¥ 16,200 |
Backlog | 5,815 | 5,815 |
Customer relationship | 11,400 | 11,400 |
Reacquired right | 200 | 200 |
Total cost | 33,615 | 33,615 |
Less: Accumulated amortization | 18,940 | 14,278 |
Intangible assets, net | ¥ 14,675 | ¥ 19,337 |
Income Tax (Details)
Income Tax (Details) ¥ in Thousands | Nov. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2021USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) |
Income Tax Disclosure [Abstract] | |||||
Profits tax rate description | A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. | ||||
Enterprise income tax rate | 25.00% | ||||
Enterprise income tax rate description | This certificate entitled Shenzhen Likeshuo to enjoy a preferential income tax rate of 15% for a period of three years from 2018 to 2020 if all the criteria for HNTE status could be satisfied in the relevant year. | The WFOEs engage in the High and New Technology Industry, which are eligible for a preferential income tax rate of 15% for a period from 1 January 2014 to 31 December 2020 according to the Notice (Cai Shui [2014] No. 26) issued by Ministry of Finance and State Administration of Taxation. | |||
Income tax rate | 25.00% | ||||
PRC income tax at a rate | 25.00% | ||||
Impose a withholding tax | 10.00% | ||||
Statutory income tax rate | $ | $ 0.25 | ||||
Net operating losses carry forward description | The net operating losses carry forward of the Company’s VIE’s PRC subsidiaries amounted to RMB964,584 as of December 31, 2021, of which RMB41,454, RMB37,827, RMB168,724, RMB320,314 and RMB396,265 will expire if unused by December 31, 2022, 2023,2024,2025 and 2026, respectively. | ||||
Unrecognized tax benefits | ¥ | ¥ 34,137 | ¥ 33,718 | |||
Non-current income tax payable description | The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB 100. In the case of transfer pricing issues, the statute of limitation is 10 years. |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of income tax expense - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income tax expense [Abstract] | |||
Current income tax expense | ¥ 410 | ¥ 8,589 | ¥ 18,752 |
Deferred income tax benefit | (20,649) | (2,786) | (9,144) |
Total | ¥ (20,239) | ¥ 5,803 | ¥ 9,608 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of actual income tax expenses reported in consolidated statements of comprehensive income(loss) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of actual income tax expenses reported in consolidated statements of comprehensive income(loss) [Abstract] | |||
Loss before income taxes | ¥ (406,536) | ¥ (406,980) | ¥ (215,461) |
Computed expected tax benefit | (100,916) | (86,039) | (53,809) |
Increase/(decrease) in income taxes resulting from: | |||
Non-taxable income | (816) | ||
Non-taxable income due to disposal of subsidiaries | (2,440) | ||
Non-deductible expenses | 26,017 | 6,463 | 25,099 |
Additional deduction for research and development expenses | (2,062) | (6,554) | (2,353) |
Preferential tax rate | (2,880) | 4,727 | 11,370 |
Tax loss expired | 9,296 | 12,128 | 6,271 |
EIT true-up difference | 478 | ||
Tax rate differential on deferred tax items | 31 | ||
Change in valuation allowance | 50,306 | 75,078 | 25,457 |
Others | 320 | ||
Total | ¥ (20,239) | ¥ 5,803 | ¥ 9,608 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of deferred income tax assets and liabilities - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Tax losses carried forward | ¥ 215,639 | ¥ 152,728 |
Provision of other receivables | 6,079 | 4,715 |
Deductible advertisement expenses | 5,519 | 7,083 |
Accrued payroll and other expenses | 260 | 1,990 |
Total gross deferred tax assets | 227,497 | 166,516 |
Valuation allowance on deferred tax assets | (184,566) | (146,471) |
Deferred tax assets, net of valuation allowance | 42,931 | 20,045 |
Deferred tax liabilities | ||
Capitalized contract costs | (10,622) | (13,606) |
Equity investment gain | (542) | (388) |
Operating lease | (6,234) | (263) |
Surplus on revaluation | (3,975) | (6,452) |
Total gross deferred tax liabilities | (21,373) | (20,709) |
Net deferred tax liabilities | ¥ 21,558 | ¥ (664) |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of consolidated balance sheets - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of consolidated balance sheets [Abstract] | ||
Deferred tax assets | ¥ 25,991 | ¥ 6,997 |
Deferred tax liabilities | (4,433) | (7,661) |
Net deferred tax assets/(liabilities) | ¥ 21,558 | ¥ (664) |
Income Tax (Details) - Schedu_5
Income Tax (Details) - Schedule of valuation allowance - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of valuation allowance [Abstract] | ||
Balance at the beginning of the year | ¥ 146,471 | ¥ 71,393 |
Addition during the year | 38,095 | 75,078 |
Balance at the end of the year | ¥ 184,566 | ¥ 146,471 |
Income Tax (Details) - Schedu_6
Income Tax (Details) - Schedule of non-current income tax payable - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of non-current income tax payable [Abstract] | ||
Beginning balance | $ 33,718 | $ 26,085 |
Addition | 419 | 7,633 |
Ending balance | $ 34,137 | $ 33,718 |
Goodwill (Details)
Goodwill (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | ||
Impairment loss | ¥ 81,605 | ¥ 27,591 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of changes in the carrying amount of goodwill - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of changes in the carrying amount of goodwill [Abstract] | ||
Beginning balance | ¥ 274,567 | ¥ 302,158 |
Decrease during the year (note 5) | (81,605) | (27,591) |
Goodwill | ¥ 192,962 | ¥ 274,567 |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - Schedule of accrued expenses and other payables - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other payables | ||
Deposits received from customers | ¥ 1,820 | ¥ 1,710 |
Deposits received from franchisees | 2,409 | 2,967 |
Accrued rental, utility and other expenses | 5,227 | 10,859 |
VAT and other taxes payable | 13,921 | 13,380 |
Payables for refund of tuition fee | 7,667 | 4,143 |
Offering expenses | 502 | 4,261 |
Others | 5,029 | 8,710 |
Total | ¥ 36,575 | ¥ 46,030 |
Bank loans (Details)
Bank loans (Details) | May 11, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Nov. 05, 2019CNY (¥) |
Bank loans (Details) [Line Items] | |||||
Drawings amount | ¥ 27,000 | ||||
Fixed interest rate, percentage | 6.50% | ||||
Repayment of bank debt | $ | $ 21,000 | ||||
Maturity date | Feb. 28, 2022 | ||||
October 27, 2021 [Member] | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | ¥ 100,000 | ||||
July 2, 2021 [Member] | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | ¥ 9,900 | ||||
Fixed interest rate, percentage | 5.00% | 5.00% | |||
March 27, 2020 [Member] | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | ¥ 5,000 | ||||
Fixed interest rate, percentage | 3.95% | 3.95% | |||
Repayment of bank debt | ¥ 800 | ||||
October 19, 2020 [Member] | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | ¥ 5,000 | ||||
Fixed interest rate, percentage | 4.35% | 4.35% | |||
Repayment of bank debt | ¥ 300 | ||||
Loan Agreement [Member] | July 2, 2021 [Member] | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | 15,100 | ||||
Mr. Zhao Jishuang [Member] | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | ¥ 30,000 | ||||
Fixed interest rate, percentage | 4.90% | 4.90% | |||
Mr. Peng Siguang | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | $ | $ 30,000 | ||||
Fixed interest rate, percentage | 5.00% | 5.00% | |||
Mr. Guo Yupeng | |||||
Bank loans (Details) [Line Items] | |||||
Drawings amount | $ | $ 40,000 | ||||
Fixed interest rate, percentage | 5.00% | 5.00% |
Lease (Details) - Schedule of c
Lease (Details) - Schedule of component of lease cost - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of component of lease cost [Abstract] | ||
Operating lease cost | ¥ 88,179 | ¥ 150,224 |
Short-term lease cost | 24,819 | 24,355 |
Total | ¥ 112,998 | ¥ 174,579 |
Lease (Details) - Schedule of s
Lease (Details) - Schedule of supplemental balance sheet information related to leases - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases | ||
Operating lease right-of-use assets | ¥ 105,551 | ¥ 322,559 |
Operating lease liabilities, current portion | 35,817 | 131,151 |
Operating lease liabilities, non-current portion | ¥ 59,824 | ¥ 200,409 |
Weighted-average remaining lease term - operating leases | 3 years 1 month 28 days | 3 years 7 months 9 days |
Weighted-average discount rate - operating leases | 4.37% | 4.89% |
Lease (Details) - Schedule of n
Lease (Details) - Schedule of non-cancellable operating lease rentals ¥ in Thousands | Dec. 31, 2021CNY (¥) |
Schedule of non-cancellable operating lease rentals [Abstract] | |
2022 | ¥ 55,367 |
2023 | 29,478 |
2024 | 10,664 |
2025 | 3,925 |
2026 | 1,409 |
Thereafter | |
Total lease payment | 100,843 |
Less: imputed interest | (5,202) |
Total | ¥ 95,641 |
Redeemable Owners' Investment_2
Redeemable Owners' Investment (Details) ¥ in Thousands | Jul. 10, 2018HKD ($) | Jun. 24, 2016CNY (¥) | Sep. 01, 2015CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Redeemable Owners' Investment (Details) [Line Items] | |||||||
Voting rights, description | Holders of the Redeemable Owners’ Investment are entitled to Veto right in the board of directors meeting or shareholders meeting for certain events, including: (1) Merger, spin-off, dismissal, acquisition, liquidation which change the legal form of Shenzhen Meten; (2) Material change of the principal activities of Shenzhen Meten; (3) Provide external guarantee or loans with amounts over RMB5,000; and (4) Initiate a litigation or arbitration with the potential claim of over RMB1,000. | ||||||
Ordinary shares (in Dollars) | $ 380,000 | ¥ 762,080 | |||||
Shenzhen Meten [Member] | |||||||
Redeemable Owners' Investment (Details) [Line Items] | |||||||
Ordinary shares (in Dollars) | $ | $ 1,213,871 | ||||||
First Tranche Redeemable Owners’ Investment [Member] | |||||||
Redeemable Owners' Investment (Details) [Line Items] | |||||||
Total consideration amount (in Yuan Renminbi) | ¥ 20,000 | ||||||
Annual interest, percentage | 10.00% | ||||||
First Tranche Redeemable Owners’ Investment [Member] | Shenzhen Meten [Member] | |||||||
Redeemable Owners' Investment (Details) [Line Items] | |||||||
Equity interest, percentage | 1.81% | ||||||
Second Tranche Redeemable Owners’ Investment [Member] | |||||||
Redeemable Owners' Investment (Details) [Line Items] | |||||||
Total consideration amount (in Yuan Renminbi) | ¥ 170,000 | ||||||
Annual interest, percentage | 10.00% | ||||||
Second Tranche Redeemable Owners’ Investment [Member] | Shenzhen Meten [Member] | |||||||
Redeemable Owners' Investment (Details) [Line Items] | |||||||
Equity interest, percentage | 9.62% |
Redeemable Owners' Investment_3
Redeemable Owners' Investment (Details) - Schedule of movements of Redeemable Owners’ Investment - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Redeemable Owners' Investment (Details) - Schedule of movements of Redeemable Owners’ Investment [Line Items] | ||
Balances, beginning | ¥ 219,619 | ¥ 200,619 |
Accretion | 9,814 | 19,000 |
Reclassification to permanent equity | (229,433) | |
Balances, ending | 219,619 | |
First Tranche Redeemable Owners’ Investment [Member] | ||
Redeemable Owners' Investment (Details) - Schedule of movements of Redeemable Owners’ Investment [Line Items] | ||
Balances, beginning | 24,042 | 22,042 |
Accretion | 1,096 | 2,000 |
Reclassification to permanent equity | (25,138) | |
Balances, ending | 24,042 | |
Second Tranche Redeemable Owners’ Investment [Member] | ||
Redeemable Owners' Investment (Details) - Schedule of movements of Redeemable Owners’ Investment [Line Items] | ||
Balances, beginning | 195,577 | 178,577 |
Accretion | 8,718 | 17,000 |
Reclassification to permanent equity | (204,295) | |
Balances, ending | ¥ 195,577 |
Revenue and Segment Reporting_2
Revenue and Segment Reporting (Details) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | |
Segment Reporting [Abstract] | ||
Remaining performance obligation, amount | ¥ 581,161 | ¥ 767,228 |
Number of reportable segments | 4 |
Revenue and Segment Reporting_3
Revenue and Segment Reporting (Details) - Schedule of disaggregation of revenue - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | ¥ 728,996 | ¥ 897,035 | ¥ 1,447,899 |
General adult English training [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | 96,605 | 240,103 | 690,534 |
Overseas training services [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | 151,110 | 130,567 | 203,677 |
Online English training [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | 290,352 | 289,715 | 260,263 |
Junior English training [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | 97,984 | 130,348 | 167,924 |
Sales of goods [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | 80,190 | 93,397 | 93,454 |
Others English language-related services [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue from contracts with customers Total | ¥ 12,755 | ¥ 12,905 | ¥ 32,047 |
Revenue and Segment Reporting_4
Revenue and Segment Reporting (Details) - Schedule of segment revenue and results - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue from external customers | ¥ 716,241 | ¥ 884,130 | ¥ 1,415,852 |
Reportable segment revenue | 716,241 | 884,130 | 1,415,852 |
Reportable segment gross profit | 246,358 | 286,564 | 674,565 |
General adult English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue from external customers | 176,795 | 333,500 | 783,988 |
Reportable segment revenue | 176,795 | 333,500 | 783,988 |
Reportable segment gross profit | 38,880 | 104,875 | 422,517 |
Overseas training services [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue from external customers | 151,110 | 130,567 | 203,677 |
Reportable segment revenue | 151,110 | 130,567 | 203,677 |
Reportable segment gross profit | 48,954 | 34,318 | 86,358 |
Online English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue from external customers | 290,352 | 289,715 | 260,263 |
Reportable segment revenue | 290,352 | 289,715 | 260,263 |
Reportable segment gross profit | 148,490 | 119,438 | 104,620 |
Junior English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue from external customers | 97,984 | 130,348 | 167,924 |
Reportable segment revenue | 97,984 | 130,348 | 167,924 |
Reportable segment gross profit | 10,034 | 27,933 | 61,070 |
Point in time [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | 80,190 | 93,397 | 93,454 |
Point in time [Member] | General adult English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | 80,190 | 93,397 | 93,454 |
Point in time [Member] | Overseas training services [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | |||
Point in time [Member] | Online English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | |||
Point in time [Member] | Junior English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | |||
Overtime [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | 636,051 | 790,733 | 1,322,398 |
Overtime [Member] | General adult English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | 96,605 | 240,103 | 690,534 |
Overtime [Member] | Overseas training services [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | 151,110 | 130,567 | 203,677 |
Overtime [Member] | Online English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | 290,352 | 289,715 | 260,263 |
Overtime [Member] | Junior English training [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Disaggregated by timing of revenue recognition | ¥ 97,984 | ¥ 130,348 | ¥ 167,924 |
Revenue and Segment Reporting_5
Revenue and Segment Reporting (Details) - Schedule of reconciliations of reportable segment revenues - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Consolidated revenue (note 18(a)) | ¥ 728,996 | ¥ 897,035 | ¥ 1,447,899 |
Profit | |||
Reportable segment profit | 246,358 | 286,564 | 674,565 |
Other profit | 12,721 | 12,592 | 31,040 |
Reportable segment profit derived from Group’s external customers | 259,079 | 299,156 | 705,605 |
Selling and marketing expenses | (250,850) | (310,433) | (437,986) |
General and administrative expenses | (300,596) | (238,592) | (329,828) |
Research and development expenses | (18,413) | (31,878) | (32,333) |
Interest income | 340 | 448 | 1,633 |
Interest expenses | (2,400) | (6,101) | (2,453) |
Foreign currency exchange loss, net | (9,678) | (382) | (19) |
Gains/(losses) on disposal and closure of subsidiaries and branches | (37,829) | (31,884) | 583 |
Gains on available-for-sale investments | |||
Gains on Short-term investments | 495 | ||
Government grants | 7,969 | 28,124 | 5,773 |
Equity in income on equity method investments | (149) | (1,532) | 2,658 |
Depreciation and amortization | (15,121) | (16,469) | (23,414) |
Share-based compensation expenses | (23,334) | (52,256) | (96,661) |
Warrant financing | (2,404) | (41,118) | |
Others, net | 634 | 4,640 | 4,044 |
Unallocated head office and corporate expenses | (13,784) | (9,198) | (13,062) |
Consolidated loss before income tax | (406,536) | (406,980) | (215,460) |
Reportable segment revenue [Member] | |||
Revenue | |||
Consolidated revenue (note 18(a)) | 716,241 | 884,130 | 1,415,852 |
Other revenue [Member] | |||
Revenue | |||
Consolidated revenue (note 18(a)) | ¥ 12,755 | ¥ 12,905 | ¥ 32,047 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net income/(loss) per share - CNY (¥) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss available to shareholders of the Company - basic and diluted (in Yuan Renminbi) | ¥ (384,299) | ¥ (410,985) | ¥ (219,404) |
Denominator | |||
Weighted average number of ordinary shares - basic | 13,634,847 | 1,855,382 | 1,613,054 |
Effect of dilutive securities | (1,594,808) | 339,353 | |
Dilutive effect of non-vested shares | 12,040,040 | 2,194,735 | 1,613,054 |
Denominator for diluted net loss per share | |||
Net loss - basic (in Yuan Renminbi per share) | ¥ (28.19) | ¥ (221.51) | ¥ (136.02) |
Net loss - diluted (in Yuan Renminbi per share) | ¥ (31.92) | ¥ (187.26) | ¥ (136.02) |
Share-based compensation (Detai
Share-based compensation (Details) - CNY (¥) | Dec. 14, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 30, 2020 |
Share-based compensation (Details) [Line Items] | |||||||
Shares granted | 2,178,528 | ||||||
Vesting period | 5 years | ||||||
Subscription price (in Yuan Renminbi per share) | ¥ 1 | ||||||
Share based compensation description | the Company further granted 8,357,311 share units to employees which vested one week after the Vesting Commencement Date at weighted average subscription price of USD0.0055 per unit. | ||||||
Shares issued | 531,005 | 3,050,701 | |||||
Issuance percentage | 1.00% | 1.00% | |||||
Shares outstanding | 531,005 | ||||||
Share-based compensation expense (in Yuan Renminbi) | ¥ 27,664,000 | ¥ 96,661,000 | ¥ 7,648,000 | ||||
Unrecognized compensation cost (in Yuan Renminbi) | ¥ 6,351,000 | ||||||
Weighted average period | 1 year 6 months | ||||||
Issued shares percentage | 15.00% | ||||||
Share based compensation description | the share option pool under the Likeshuo HK 2020 Plan approved by the Board of Directors of Likeshuo HK was 63 Likeshuo HK’s ordinary shares. The Likeshuo ESOP has reserved 21 Likeshuo HK’s ordinary shares. As of December 31, 2020, the unrecognized share-based compensation cost related to its Restricted Shares is RMB15,650.The share-based compensation expense of RMB 24,592 for Likeshuo ESOP was charged to general and administrative expenses for the year ended December 31,2020. | ||||||
General and administrative expenses (in Yuan Renminbi) | ¥ 11,178 | ||||||
Common Stock [Member] | |||||||
Share-based compensation (Details) [Line Items] | |||||||
Issuance percentage | 1.00% | ||||||
Likeshuo HK [Member] | |||||||
Share-based compensation (Details) [Line Items] | |||||||
Issued shares percentage | 5.00% | ||||||
Share based compensation description | (i) RMB20,000 cash consideration payable from the relevant Likeshuo management’s personal funds; and (ii) satisfaction of certain performance targets for the Likeshuo online business. The cash consideration was determined based on the valuation of the Likeshuo online business, at approximately RMB301,200, as conducted by an independent third-party valuer.Restricted shares are granted from post incentives and performance incentives, which are unlocked in three years. | ||||||
Likeshuo HK’s [Member] | |||||||
Share-based compensation (Details) [Line Items] | |||||||
Shares issued | 44,250 | ||||||
2018 Share Incentive Plan [Member] | |||||||
Share-based compensation (Details) [Line Items] | |||||||
Maximum aggregate number of options | 20,085,242 |
Share-based compensation (Det_2
Share-based compensation (Details) - Schedule of the awarded shares unit activities - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of the awarded shares unit activities [Abstract] | ||
Number of share units, Beginning | 1,781,328 | 1,854,193 |
Weighted average grant-date fair value per share unit, Beginning | $ 23.47 | $ 24.16 |
Number of share units, Forfeited | (72,865) | |
Weighted average grant-date fair value per share unit, Forfeited | $ 38.52 | |
Number of share units, Ending | 3,050,701 | 1,781,328 |
Weighted average grant-date fair value per share unit, Ending | $ 43.52 | $ 23.47 |
Number of share units, Granted | 1,269,373 | |
Weighted average grant-date fair value per share unit, Granted | $ 70.32 |
Equity (Details)
Equity (Details) $ / shares in Units, $ / shares in Units, ¥ in Thousands | Sep. 01, 2021$ / sharesshares | Feb. 19, 2021$ / sharesshares | Jan. 08, 2021$ / shares | Mar. 30, 2020shares | Jul. 10, 2018HKD ($)shares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | May 04, 2022$ / shares | Nov. 09, 2021$ / sharesshares | Jul. 08, 2021$ / sharesshares | May 21, 2021$ / sharesshares | Jan. 04, 2021shares | Sep. 27, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jul. 10, 2018$ / shares | Jul. 10, 2018$ / shares |
Equity (Details) [Line Items] | ||||||||||||||||||
Ordinary shares | 22,500,000 | 336,001 | 531,005 | 318,601,222 | 3,050,701 | 33,333,334 | 2,000,000 | 40,000,000 | 1,327,514 | 500,000,000 | 318,601,222 | |||||||
Share price | (per share) | $ 0.0001 | $ 0.0001 | $ 0.01 | |||||||||||||||
Authorized share capital (in Dollars) | $ 380,000 | ¥ 762,080 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 38,000,000 | 500,000,000 | ||||||||||||||||
Repurchased ordinary shares | 47,035 | 47,035 | ||||||||||||||||
Price per share | (per share) | $ 0.3 | $ 0.6 | $ 1 | $ 1 | $ 0.01 | |||||||||||||
Converted ordinary shares | 48,391,607 | |||||||||||||||||
Transaction description | on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of Holdco. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. | |||||||||||||||||
Issued and outstanding ordinary shares percentage | 1.00% | 1.00% | 1.00% | |||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.003 | $ 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||
Common stock issued | 11,371,444 | 1,895,819 | ||||||||||||||||
Common stock share outstanding | 11,371,444 | 1,895,819 | ||||||||||||||||
Warrant outstanding | 12,705,000 | |||||||||||||||||
Reduced exercise price (in Dollars per share) | $ / shares | $ 1.4 | |||||||||||||||||
Warrant description | The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in this offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. | The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 Warrants as part of the tender offer. In addition, 2,629,812 Warrants to purchase Ordinary Shares were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 Ordinary Shares. The Company offered its existing loyal Warrant holders the opportunity to exercise their Warrants at $1.40 from the initial Warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding Warrants were exercised in the tender offer. | The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 Warrants as part of the tender offer. In addition, 2,629,812 Warrants to purchase Ordinary Shares were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 Ordinary Shares. The Company offered its existing loyal Warrant holders the opportunity to exercise their Warrants at $1.40 from the initial Warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding Warrants were exercised in the tender offer. | |||||||||||||||
Agent fees (in Dollars) | $ | $ 5,730,000 | |||||||||||||||||
Purchase of warrants | 336,001 | |||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 2.5 | $ 1 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Ordinary shares | 40,000,000 | |||||||||||||||||
Price per share | $ / shares | $ 1 | |||||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | 0.0001 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Price per share | $ / shares | $ 3 | 1 | ||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Price per share | $ / shares | $ 11.5 | $ 2.5 | ||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | $ 0.003 | |||||||||||||||||
Meten International [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 47,035 | |||||||||||||||||
Merger agreement [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Ordinary shares | 318,601,222 | |||||||||||||||||
EdtechX [Member] | ||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||
Ordinary shares | 1,971,505 | |||||||||||||||||
Investment cost (in Dollars) | $ | $ 20,000 | |||||||||||||||||
Share purchase | 2,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of material related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Mr. Zhao Jishuang [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | A major shareholder of the Company |
Mr. Guo Yupeng [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | A major shareholder of the Company |
Mr. Peng Siguang [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | A major shareholder of the Company |
Zhongshi Qile (Beijing) Culture Media Co., Ltd. (“Zhongshi Culture”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Shenzhen Meifu English Information Consulting Co., Ltd. (“Meifu English”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Boston Global Education,INC (“Boston Global”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Meten (U.S.A) Investment Holding Corporation (“Meten USA”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Oxford International College Chengdu School (“Chengdu School”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Meten International Educational Talent Management Service (Shenzhen) Co., Ltd (Meten Talent Service) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Shenzhen Sikete Education Technology Co., Ltd. (“Shenzhen Sikete”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Associate of the Group |
Xiamen Siming District Meten English Training School (“Xiamen Siming Meten School”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Associate of the Group |
Shenzhen Mengdian Network Technology Co., Ltd. (“Shenzhen Mengdian”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Associate of the Group |
Beijing Wuyan Education Consulting Co., Ltd [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Associate of the Group |
Liketou (HK) Co., Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Entity under significant influence of a key management |
Shenzhen Shuangge Technology Co., Ltd. (“Shenzhen Shuangge”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Shenzhen Meten Oversea Education Consulting Co., Ltd. (“Shenzhen Meten Oversea”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Shenzhen Yilian Education Investment Co., Ltd. (“Shenzhen Yilian Education”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Fellow subsidiary |
Xiamen Hanen Education Consulting Co., Ltd (“Xiamen Hanen”) [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Entity under significant influence of a key management |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of major transactions with related parties - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | ¥ 97,478 | ¥ 63,664 | ¥ 31,084 |
Repayment of advances from related parties | |||
Repayment of advances from related parties | 105,912 | 14,323 | 50,306 |
Advances to related parties | 44,198 | 10,219 | 45,033 |
Repayment of advances to related parties | 46,867 | 11,947 | 64,077 |
Meifu English [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 19,091 | 4,000 | 912 |
Repayment of advances from related parties | |||
Repayment of advances from related parties | 15,258 | 6,503 | |
Advances to related parties | 1,033 | 2,681 | 9,989 |
Repayment of advances to related parties | 1,267 | 4,549 | 19,887 |
Chengdu School [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 19,685 | 23,300 | 195 |
Repayment of advances from related parties | |||
Repayment of advances from related parties | 26,924 | 14,000 | 12,476 |
Advances to related parties | 17 | 146 | |
Repayment of advances to related parties | 17 | 49 | 151 |
Shenzhen Meten Oversea [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 17,113 | ||
Repayment of advances from related parties | |||
Repayment of advances from related parties | 17,113 | ||
Advances to related parties | 4,253 | 24,309 | |
Repayment of advances to related parties | 3,264 | 1,045 | 24,253 |
Liketou (HK) Co., Ltd [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 201 | ||
Repayment of advances from related parties | |||
Repayment of advances from related parties | 2,336 | ||
Xiamen Siming Meten School [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 19 | ||
Repayment of advances from related parties | |||
Advances to related parties | 2,067 | 156 | |
Shenzhen Shuangge [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 422 | 480 | 11,958 |
Repayment of advances from related parties | |||
Repayment of advances from related parties | 304 | 176 | 11,192 |
Advances to related parties | 5,013 | 261 | 5,307 |
Repayment of advances to related parties | 5,296 | 5,278 | |
Zhongshi Culture [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 318 | ||
Repayment of advances from related parties | |||
Repayment of advances from related parties | 318 | ||
Advances to related parties | 118 | 104 | 640 |
Repayment of advances to related parties | 597 | 126 | 989 |
Meten Talent Service [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 3,406 | 4,991 | 118 |
Repayment of advances from related parties | |||
Repayment of advances from related parties | 8,161 | 128 | 118 |
Advances to related parties | 453 | 2,502 | 4,476 |
Repayment of advances to related parties | 896 | 6,022 | 509 |
Xiamen Hanen [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 250 | ||
Repayment of advances from related parties | |||
Repayment of advances from related parties | 250 | ||
Mr. Zhao Jishuang [Member] | |||
Related Party Transactions (Details) - Schedule of major transactions with related parties [Line Items] | |||
Advances from related parties | 54,874 | 30,893 | |
Repayment of advances from related parties | |||
Repayment of advances from related parties | 55,265 | ||
Xiamen Siming Meten School [Member] | |||
Repayment of advances from related parties | |||
Repayment of advances from related parties | 19 | ||
Repayment of advances to related parties | 156 | ||
Mr. Peng Siguang and Mr. Guo Yupeng [Member] | |||
Repayment of advances from related parties | |||
Advances to related parties | 35,514 | ||
Repayment of advances to related parties | 35,514 | 13,000 | |
Shenzhen Yilian Education [Member] | |||
Repayment of advances from related parties | |||
Advances to related parties | 401 | 10 | |
Repayment of advances to related parties | ¥ 16 | ¥ 10 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of balances with related parties - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current | ||
Amounts due from related parties | ¥ 7,265 | ¥ 7,934 |
Amounts due to related parties | ||
Amounts due to related parties | 41,758 | 50,192 |
Zhongshi Culture [Member] | ||
Current | ||
Amounts due from related parties | 29 | 508 |
Meifu English [Member] | ||
Current | ||
Amounts due from related parties | 2,517 | 2,751 |
Amounts due to related parties | ||
Amounts due to related parties | 7,845 | 4,012 |
Xiamen Siming Meten School [Member] | ||
Current | ||
Amounts due from related parties | 2,313 | 246 |
Chengdu School [Member] | ||
Current | ||
Amounts due from related parties | 17 | |
Amounts due to related parties | ||
Amounts due to related parties | 2,115 | 9,354 |
Meten Talent Service [Member] | ||
Current | ||
Amounts due from related parties | 15 | 458 |
Amounts due to related parties | ||
Amounts due to related parties | 108 | 4,863 |
Shenzhen Meten Oversea [Member] | ||
Current | ||
Amounts due from related parties | 3,264 | |
Amounts due to related parties | ||
Amounts due to related parties | 1,188 | 1,070 |
Shenzhen Shuangge [Member] | ||
Current | ||
Amounts due from related parties | 6 | 289 |
Shenzhen Yilian Education [Member] | ||
Current | ||
Amounts due from related parties | 385 | 401 |
Beijing Wuyan Education Consulting Co., Ltd [Member] | ||
Current | ||
Amounts due from related parties | 2,000 | |
Mr. Zhao Jishuang [Member] | ||
Amounts due to related parties | ||
Amounts due to related parties | ¥ 30,502 | ¥ 30,893 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitment and Contingencies (Details) [Line Items] | |||
Capital commitments due | ¥ 1,094 | ||
Percentage of overdue | 50.00% | ||
Undiscounted payments | ¥ 199 | ||
Minimum [Member] | |||
Commitment and Contingencies (Details) [Line Items] | |||
Loan term period | 6 months | ||
Maximum [Member] | |||
Commitment and Contingencies (Details) [Line Items] | |||
Loan term period | 24 months |
Commitment and Contingencies _2
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations ¥ in Thousands | 12 Months Ended |
Dec. 31, 2021CNY (¥) | |
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations [Line Items] | |
Operating lease commitments for property management expenses under lease agreements | ¥ 24,317 |
Payment due 2022 [Member] | |
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations [Line Items] | |
Operating lease commitments for property management expenses under lease agreements | 9,535 |
Payment due 2023 [Member] | |
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations [Line Items] | |
Operating lease commitments for property management expenses under lease agreements | 7,681 |
Payment due 2024 [Member] | |
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations [Line Items] | |
Operating lease commitments for property management expenses under lease agreements | 5,087 |
Payment due 2025 [Member] | |
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations [Line Items] | |
Operating lease commitments for property management expenses under lease agreements | 1,964 |
Payment due 2026 [Member] | |
Commitment and Contingencies (Details) - Schedule of table sets forth our contractual obligations [Line Items] | |
Operating lease commitments for property management expenses under lease agreements | ¥ 50 |
Restricted net assets (Details)
Restricted net assets (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2021CNY (¥) | |
Restricted Net Assets [Abstract] | |
General reserve percent income after tax to payment of dividends | 10.00% |
Reserve funds registered capital percentage | 50.00% |
Restricted net assets (in Yuan Renminbi) | ¥ 52,818 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] | May 04, 2022$ / sharesshares |
Subsequent events (Details) [Line Items] | |
Warrants to purchase ordinary shares exercise price (in Dollars per share) | $ / shares | $ 50,000 |
Ordinary shares | 16,666,667 |
Par value (in Dollars per share) | $ / shares | $ 0.003 |
Warrants to purchase ordinary shares | 341,142,844 |
Ordinary shares outstanding | 11,371,444 |