SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2021-07-20 | Period of Report: 2021-03-31 SEC Accession No. 0001104659-21-093937 (HTML Version on secdatabase.com) FILER Skillful Craftsman Education Technology Ltd Mailing Address Business Address FLOOR 4 BLDG 1 NO. 311 FLOOR 4 BLDG 1 NO. 311 CIK:1782309| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 0331 YANXIN RD YANXIN RD Type: 20-F | Act: 34 | File No.: 001-39360 | Film No.: 211101060 HUISHAN QU, WUXI SHI F4 HUISHAN QU, WUXI SHI F4 SIC: 8200 Educational services 214406 214406 13395136886 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F 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 x For the fiscal year ended March 31, 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ¨ For the transition period from _________ to _____________. OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ¨ 1934 Date of event requiring this shell company report: Commission file number: 001-39360 Skillful Craftsman Education Technology Limited (Exact name of Registrant as Specified in its Charter) Cayman Islands (Jurisdiction of Incorporation or Organization) Floor 4, Building 1, No. 311, Yanxin Road Huishan District, Wuxi Jiangsu Province, PRC 214000 (Address of Principal Executive Offices) Xiaofeng Gao Tel: (86) 0510-81805788 Floor 4, Building 1, No. 311, Yanxin Road Huishan District, Wuxi Jiangsu Province, PRC 214000 (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class Trading symbol On Which Registered Ordinary shares, par value EDTK NASDAQ Capital Market $0.0002 per share Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report As of March 31, 2021, there were 12,000,000 ordinary shares outstanding, par value $0.0002 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Emerging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ¨ International Financial Reporting Standards as issued by the x U.S. GAAP ¨ Other International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED FORM 20-F ANNUAL REPORT TABLE OF CONTENTS Page PART I CERTAIN INFORMATION 1 FORWARD-LOOKING STATEMENTS 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 2 Item 4. Information on the Company 34 Item 4A. Unresolved Staff Comments 54 Item 5. Operating and Financial Review and Prospects 54 Item 6. Directors, Senior Management and Employees 67 Item 7. Major Shareholders and Related Party Transactions 72 Item 8. Financial Information 73 Item 9. The Offer and Listing 73 Item 10. Additional Information 74 Item 11. Quantitative and Qualitative Disclosures about Market Risk 92 Item 12. Description of Securities other than Equity Securities 92 PART II 92 Item 13. Defaults, Dividend Arrearages and Delinquencies 92 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 93 Item 15. Controls and Procedures 93 Item 16. Reserved 95 Item 16A. Audit Committee Financial Expert 95 Item 16B. Code of Ethics 95 Item 16C. Principal Accountant Fees and Services 95 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 16D. Exemptions from the Listing Standards for Audit Committees 95 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 96 Item 16F. Change in Registrant’s Certifying Accountant 96 Item 16G. Corporate Governance 96 Item 16H. Mine Safety Disclosure 96 PART III 96 Item 17. Financial Statements 96 Item 18. Financial Statements 96 Item 19. Exhibits 96 i PART I CERTAIN INFORMATION In this annual report on Form 20-F, unless otherwise indicated, “we,” “us,” “our,” the “Company” or similar terms refer to Skillful Craftsman Education Technology Limited, a Cayman Islands exempted company, including its wholly-owned subsidiaries and variable interest entity, unless the context otherwise indicates. Unless the context indicates otherwise, all references to “China” and the “PRC” refer to the People’s Republic of China, all references to “Renminbi” or “RMB” are to the legal currency of the People’s Republic of China and all references to “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States. This annual report contains translations of Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. We make no representation that the Renminbi or U.S. dollar amounts referred to in this report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. Unless otherwise noted, all translations from Renminbi amounts into U.S. dollars and from U.S. dollars to Renminbi amounts in this annual report were made at the exchange rate on March 31, 2021 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System, that is RMB6.5518 to $1.00. FORWARD-LOOKING STATEMENTS This report contains “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements.