Company Formation and Financing - The company was formed as a holding entity on September 27, 2019, and completed mergers on March 30, 2020, with an investment of US$20 million from Azimut Enterprises Holdings S.r.l.[328] - The company raised US$12 million through PIPE financing concurrent with the mergers on March 30, 2020[328]. - The company’s ordinary shares were listed on the Nasdaq Capital Market under the symbol "METX" on March 30, 2020[330]. Financial Performance - For the fiscal year ended December 31, 2021, the consolidated total revenue was RMB 897,035 thousand, with a net loss of RMB 412,783 thousand[350]. - As of December 31, 2021, total assets amounted to RMB 885,366 thousand, while total liabilities were RMB 848,791 thousand[353]. - The company reported a net cash used in operating activities of RMB 459,303 thousand for the fiscal year ended December 31, 2021[357]. - The total current assets as of December 31, 2021, were RMB 389,738 thousand[353]. User Engagement and Enrollment - As of December 31, 2021, the operating entities had approximately 1.99 million registered users on the "Likeshuo" platform and over 460,000 paying users for online ELT courses[359]. - The cumulative number of student enrollments for online ELT courses since 2014 was approximately 200,000, with over 5.3 million accumulated course hours delivered online[359]. - Total student enrollment decreased from 123,445 in 2019 to 64,067 in 2021, representing a decline of approximately 48%[364]. - The number of paying users for the "Shuangge English" App grew from 9,859 in 2019 to 79,000 in 2021, indicating a significant increase[367]. - The operating entities provided customized overseas study application services to approximately 3,500 students as of December 31, 2021[375]. - The number of student enrollments in overseas training services was approximately 6,967 in 2021, up from 5,527 in 2020[372]. Revenue Streams - Revenue from general adult ELT dropped from RMB 783.99 million in 2019 to RMB 176.8 million in 2021, a decrease of about 77.5%[366]. - Online ELT revenue increased from RMB 260.3 million in 2019 to RMB 290.4 million in 2021, reflecting a growth of approximately 11.6%[377]. - Junior ELT revenue fell from RMB 167.9 million in 2019 to RMB 98.0 million in 2021, a decline of about 41.7%[381]. - The average course fee per student for online ELT was approximately RMB 9,100 for the fiscal year ended December 31, 2021[377]. - The revenue from English language-related services includes franchise fees from franchised learning centers, contributing to overall income[387]. Operational Structure - The operating entities had a team of 664 full-time teachers and staff, including 50 full-time and part-time foreign teachers[360]. - The operating entities have a nationwide offline learning center network of 34 self-operated centers covering 15 cities in China[359]. - The operating entities employed 3,960 part-time teachers, including 2,160 foreign teachers from English-speaking countries as of December 31, 2021[414]. - The operating entities had 31 offline sales points nationwide as of December 31, 2021, aimed at attracting potential customers[412]. Technology and Innovation - The operating entities have made significant investments in developing platforms and systems to support teaching activities, including AI-driven management systems[360]. - The operating entities utilize big data technology to effectively target prospective customers with high demands for English learning[413]. - The operating entities have developed an artificial intelligence-driven integrated teaching management system (EME system) to enhance teaching activities and resource allocation[432]. - The operating entities have developed an intelligent class scheduling system (ICAS) that significantly improves course matching efficiency and accuracy compared to manual scheduling[436]. Regulatory Environment - The company faces risks related to compliance with PRC laws and regulations, which could adversely affect its operations and the value of its ordinary shares[338]. - The regulatory environment for after-school training institutions has tightened, requiring them to obtain proper licenses and adhere to strict operational guidelines[467][468]. - The Double Reduction Opinions issued on July 24, 2021, prohibit new academic after-school training institutions and foreign ownership in such institutions[476]. - The MOE's measures prohibit elementary and secondary school teachers from providing paid training in schools or out-of-school training institutions[480]. Intellectual Property and Compliance - As of the annual report date, the operating entities had registered five patents and 55 trademarks, enhancing their brand recognition in the PRC[439]. - The operating entities have not faced any material intellectual property infringement claims up to the date of the annual report[440]. Market Competition - The ELT market in the PRC is highly competitive, with the operating entities facing competition from both online and offline English language education service providers[425]. Investment and Taxation - The PRC Enterprise Income Tax Law applies a uniform 25% tax rate to both foreign-invested and domestic enterprises, with small and micro enterprises eligible for a reduced rate of 20%[514]. - Dividends from PRC subsidiaries to foreign investors may incur a withholding tax rate of 10%, unless a preferential tax treaty applies[514].

Meten Holding Group Ltd. (METX) Q3 2021 Earnings Conference Call November 22, 2021 8:00 AM ET Company Participants Jason Zhao - Chairman Alan Peng - CEO Conference Call Participants Operator Good morning, ladies and gentlemen and welcome to Meten HoldingS Group's Third Quarter and Nine Months of 2021 Earnings Conference Call. Joining us today are the company’s Chairman of the Board, Mr. Jason Zhao; the company’s Chief Executive Officer, Mr. Alan Peng; and the company’s Financial Vice President, Mr. [indisce ...

Financial Data and Key Metrics Changes - In Q2 2021, revenue increased by 8.2% year-on-year to RMB204.8 million (US$31.7 million) [7][9] - For the first half of 2021, revenue increased by 10.9% to RMB411.3 million (US$63.7 million) [7][9] - Gross profit in Q2 2021 increased by 23.4% year-on-year, while for the first half of 2021, it increased by 52% compared to last year [8][12] - Net loss for Q2 2021 was RMB80.3 million (US$12.4 million), an improvement from a net loss of RMB93.4 million in Q2 2020 [15] - As of June 30, 2021, cash and cash equivalents amounted to RMB144.2 million (US$22.3 million) [15] Business Line Data and Key Metrics Changes - General adult English language training (ELT) revenues increased by 38.3% year-on-year to RMB79.3 million (US$12.3 million) in Q2 2021 [9] - For overseas training services, revenues increased by 97.4% to RMB37 million (US$5.7 million) in Q2 2021 [9] - Junior ELT revenues decreased from RMB31.6 million in Q2 2020 to RMB23.1 million (US$3.6 million) in Q2 2021, with Meten brand increasing by 256.3% to RMB21.4 million (US$3.3 million) [10] - Online ELT revenues decreased by 23.1% year-on-year in Q2 2021 [11] Market Data and Key Metrics Changes - The number of registered users for online courses increased by 19% year-on-year to 1.9 million as of June 30, 2021 [6] - The company plans to launch Meten Junior Growth Centers nationwide, with five courses currently offered and plans to expand to ten by the end of 2021 [7] Company Strategy and Development Direction - The company aims to complete its strategic transformation to an online and offline training organization providing comprehensive workplace training services [16] - Plans to reduce offline learning centers to one or two in most cities, transforming them into learning and communication platforms to reduce fixed costs and increase profit margins [4][16] - The company is exploring opportunities in quality-oriented education, medical aesthetics, and VR teaching products [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating the ongoing impact of COVID-19 and emphasized the continued demand for English learning in China [19][20] - The company believes that the adult English training market in China will continue to flourish post-pandemic as international exchanges normalize [20] Other Important Information - The company has made adjustments to its business model, including transferring all offline courses to online formats and optimizing operations to reduce costs [4][5] Q&A Session Summary Question: Concerns about core dividend due to China education reform - Management addressed concerns regarding the impact of education reform on core dividends [17][18] Question: Impact of recent COVID cases on physical locations and handling uncertainties - Management highlighted that they are the leading brand in adult English education and have adapted by transferring courses online and reducing offline centers to mitigate COVID-19 impacts [19][20]

[Director Appointment Letter for Mr. Guoqiang Fei](index=1&type=section&id=Director%20Appointment%20Letter) - **Meten EdtechX Education Group Ltd.** appointed **Mr. Guoqiang Fei** to its Board of Directors through a letter agreement dated **March 26, 2021**[1](index=1&type=chunk) - The agreement outlines the director's term, services, compensation (**US$0** annually), confidentiality obligations, non-compete clauses, and indemnification rights[2](index=2&type=chunk)[3](index=3&type=chunk)[4](index=4&type=chunk)[22](index=22&type=chunk) [Introduction and Appointment](index=1&type=section&id=Re%3A%20Director%20Appointment%20Letter) On **March 26, 2021**, **Meten EdtechX Education Group Ltd.** formally offered **Mr. Guoqiang Fei** a position on its board of directors. This letter serves as the binding agreement that outlines all the terms and conditions related to his service as a director - **Meten EdtechX Education Group Ltd.** (the "Company") offers **Mr. Guoqiang Fei** a position as a member of its board of directors[1](index=1&type=chunk) - The letter agreement is dated **March 26, 2021**[1](index=1&type=chunk) [Terms of Directorship](index=1&type=section&id=Terms%20of%20Directorship) This section details the primary terms of the directorship, including the director's term, duties, and compensation. The term is effective upon appointment and subject to annual re-election. Duties involve serving on the Board and its committees. Compensation is specified in Schedule B, and the director is eligible for reimbursement of pre-approved expenses. The role is personal and cannot be assigned [Term](index=1&type=section&id=1.%20Term) The director's term commences upon appointment and continues until a successor is duly elected and qualified. The position is subject to re-election at each annual shareholder's meeting - The term begins upon appointment and continues until a successor is elected[2](index=2&type=chunk) - The position is up for re-election each year at the annual shareholder's meeting[2](index=2&type=chunk) [Services](index=1&type=section&id=2.%20Services) The director is required to serve on the Board and its designated committees as listed in Schedule A. This includes attending and participating in all board and committee meetings, which can be done in person, via teleconference, or video conference - The director shall serve as a member of the Board and the Board committees specified in Schedule A[3](index=3&type=chunk) - Attendance at meetings can be in person, via teleconference, or video conference[3](index=3&type=chunk) [Compensation](index=1&type=section&id=3.%20Compensation) Compensation for services is detailed in Schedule B of the agreement. Additionally, the director will be reimbursed for reasonable and pre-approved expenses incurred in connection with their duties - Compensation is set forth on Schedule B[3](index=3&type=chunk) - The director is entitled to reimbursement for reasonable and pre-approved expenses[3](index=3&type=chunk) [No Assignment](index=1&type=section&id=4.%20No%20Assignment) Due to the personal nature of the services to be rendered, the director is prohibited from assigning this agreement to another party without obtaining prior written consent from the Company - The agreement may not be assigned by the director without the prior written consent of the Company[4](index=4&type=chunk) [Director Covenants](index=1&type=section&id=Director%20Covenants) This section outlines the director's key obligations and restrictions, including maintaining confidentiality of company information, adhering to non-competition clauses, and following non-solicitation rules. These covenants are designed to protect the company's intellectual property, business interests, and workforce [Confidential Information and Non-Disclosure](index=1&type=section&id=5.%20Confidential%20Information%3B%20Non-Disclosure) The director must protect the Company's confidential information, defined as non-public data with commercial value, including trade secrets, business plans, and customer lists. The agreement specifies exclusions, such as publicly available information. The director must not remove or copy confidential documents and must return them upon termination. The Company retains ownership of all inventions developed by the director in the course of their duties - Confidential Information includes trade secrets, business plans, strategies, forecasts, and customer/supplier information[4](index=4&type=chunk)[5](index=5&type=chunk) - The director agrees to hold all Confidential Information in trust and confidence and not disclose or use it without the Company's prior written consent[8](index=8&type=chunk) - The Company owns all rights to any inventions made by the director during the term of the agreement that arise from their duties[9](index=9&type=chunk) [Non-Competition](index=2&type=section&id=6.%20Non-Competition) The director agrees not to engage with any business that competes with the Company in the People's Republic of China. This restriction applies during their tenure on the Board and for a period of **12 months** following termination. An exception allows for passive ownership of up to **1%** of a public competitor's stock - A non-competition clause is in effect during the director's term and for **12 months** after termination[10](index=10&type=chunk) - The restriction applies to competing businesses within the People's Republic of China[10](index=10&type=chunk) - The director may own up to **1%** of a public competitor's stock, provided they have no active role in that company[10](index=10&type=chunk) [Non-Solicitation](index=2&type=section&id=7.%20Non-Solicitation) The director is prohibited from directly or indirectly soliciting for employment any individual who was an employee of the Company during the director's tenure. This non-solicitation clause remains in effect for **12 months** after the director's term ends - The director shall not solicit any Company employee for employment during their term and for a period of **12 months** thereafter[11](index=11&type=chunk) [Legal and Administrative Provisions](index=2&type=section&id=Legal%20and%20Administrative%20Provisions) This section covers the legal framework and administrative procedures governing the agreement. It details the conditions for termination and resignation, establishes **New York** State law as the governing jurisdiction, includes an "entire agreement" clause, and outlines the company's indemnification obligations to the director. It also clarifies that this is not an employment contract [Termination and Resignation](index=2&type=section&id=8.%20Termination%20and%20Resignation) The director's board membership can be terminated by an Ordinary Resolution of the Company or if the director is prohibited by law from serving. The director can also resign by providing written notice. Upon termination or resignation, the director is entitled to any earned compensation and vested shares, while any unvested shares will be forfeited - Board membership can be terminated by an Ordinary Resolution as defined in the Company's Articles of Association[12](index=12&type=chunk) - The director may resign by delivering a written notice of resignation to the Company[12](index=12&type=chunk) - Upon termination, any unvested Shares shall be forfeited and cancelled[12](index=12&type=chunk) [Governing Law](index=4&type=section&id=9.%20Governing%20Law) All matters related to the construction and enforcement of this agreement, as well as the rights and obligations of the parties, will be governed by the internal laws of the State of **New York** - The agreement shall be governed by the internal laws of the State of **New York**[14](index=14&type=chunk) [Entire Agreement, Amendment, and Waiver](index=4&type=section&id=10.%20Entire%20Agreement%3B%20Amendment%3B%20Waiver%3B%20Counterparts) This document constitutes the entire understanding between the director and the Company, superseding all prior agreements. Any amendments or waivers to the agreement's terms must be made in writing and consented to by both parties - This agreement expresses the entire understanding and supersedes any prior oral or written agreements[15](index=15&type=chunk) - Any amendment or waiver requires the written consent of the parties[15](index=15&type=chunk) [Indemnification](index=4&type=section&id=11.%20Indemnification) The Company will indemnify and hold the director harmless from expenses and losses arising from third-party proceedings related to their duties, provided the losses are not a result of the director's negligence, fraud, or willful misconduct. The Company will also advance legal expenses, which must be repaid if the director is ultimately found not entitled to indemnification - The Company shall indemnify the director against losses incurred in connection with third-party proceedings arising from their duties[16](index=16&type=chunk) - Indemnification does not cover losses resulting from the director's negligence, fraud, or willful misconduct[16](index=16&type=chunk) [Not an Employment Agreement](index=4&type=section&id=12.%20Not%20an%20Employment%20Agreement) The agreement explicitly states that it is not an employment contract and does not establish any right for the director to continue employment with the Company - The agreement is not an employment agreement and does not create any right to continued employment[17](index=17&type=chunk) [Acknowledgement](index=4&type=section&id=13.%20Acknowledgement) The director acknowledges and accepts all terms and provisions of the agreement. They also agree to accept as final and binding all decisions or interpretations made by the Company's Board regarding any questions that arise under this agreement - The director accepts the agreement and agrees to be bound by the Board's interpretations of it[17](index=17&type=chunk) [Signature Page](index=5&type=section&id=Signature%20Page) The agreement is formally executed and made effective by the signatures of Siguang Peng, Chief Executive Officer of **Meten EdtechX Education Group Ltd.**, and the appointee, **Mr. Guoqiang Fei** - The agreement was signed by Siguang Peng, CEO of **Meten EdtechX Education Group Ltd.**[18](index=18&type=chunk) - The agreement was agreed to and accepted by **Mr. Guoqiang Fei**[18](index=18&type=chunk) [Schedules](index=6&type=section&id=Schedules) This section includes two schedules appended to the main agreement. Schedule A lists the Board committees the director is invited to join: the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee. Schedule B specifies that the director's annual cash compensation is **US$0** [Schedule A - Board Committees](index=6&type=section&id=Schedule%20A) **Mr. Fei** is offered a position to serve on three of the Board's committees: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee Committee Appointments | Committee | Title | | :--- | :--- | | Audit Committee | N/A | | Nominating and Corporate Governance Committee | N/A | | Compensation Committee | N/A | [Schedule B - Compensation](index=7&type=section&id=Schedule%20B) Schedule B specifies the director's compensation for serving on the Board. The annual cash compensation is set at **US$0** Director Compensation | Compensation Type | Amount | | :--- | :--- | | Annual Cash Compensation | US$0 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...