Statement of Ownership (sc 13g)
08 Julho 2022 - 06:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bright
Scholar Education Holdings Limited
(Name of Issuer)
Class A Ordinary Shares, $0.00001 per share
(Title of Class of Securities)
109199109**
(CUSIP
Number)
July 8, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
** |
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 109199109 has been assigned to
the American Depositary Shares (ADSs) of the Issuer, which are listed on the New York Stock Exchange under the symbol BEDU. Each ADS represents one Class A Ordinary Share of Bright Scholar Education Holdings Limited.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18
of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 109199109
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1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Indus Capital
Partners, LLC |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,732,459 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,732,459 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,732,459 |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 14.6% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IA, OO |
CUSIP No. 109199109
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1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Indus Select
Master Fund, Ltd. |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,023,486 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,023,486 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,023,486 |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 11.9% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 109199109
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1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James
Shannon |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,732,459 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,732,459 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,732,459 |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 14.6% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN, HC |
CUSIP No. 109199109
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1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Byron
Gill |
2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,732,459 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,732,459 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,732,459 |
10 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 14.6% |
12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN, HC |
Item 1(a). |
Name of Issuer: |
Bright Scholar Education Holdings Limited (the Issuer)
Item 1(b). |
Address of Issuers Principal Executive Offices: |
No. 1, Country Garden Road
Beijiao Town, Shunde District, Foshan, Guangdong 528300
The Peoples Republic of China
Item 2(a). |
Names of Persons Filing: |
This Schedule 13G (the Schedule 13G) is being filed on behalf of each of the following persons (each, a Reporting
Person):
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(i) |
Indus Capital Partners, LLC, a Delaware limited liability company (Indus Capital);
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(ii) |
Indus Select Master Fund, Ltd., a Cayman Islands exempted company (the Master Fund);
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(iii) |
James Shannon, a United States citizen (Mr. Shannon); and |
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(iv) |
Byron Gill, a United States citizen (Mr. Gill), and collectively with Indus Capital, the
Master Fund and Mr. Shannon, the Reporting Persons). |
Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
The address of the principal business office of (i) Indus Capital, Mr. Shannon and Mr. Gill is 888 7th Avenue, 26th Floor, New York, NY 10019, and (ii) the Master Fund is C/O Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris
Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY-1-1108, Cayman Islands.
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(i) |
Indus Capital - a Delaware limited liability company; |
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(ii) |
Master Fund a Cayman Islands exempted company; |
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(iii) |
Mr. Shannon a United States citizen; and |
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(iv) |
Mr. Gill a United States citizen. |
Item 2(d). |
Title of Class of Securities: |
Class A Ordinary Shares, $0.00001 per share (Class A Ordinary Shares)
109199109
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number
109199109 has been assigned to the American Depositary Shares (ADSs) of the Issuer, which are listed on the New York Stock Exchange under the symbol BEDU. Each ADS represents one Class A Ordinary Share of the Issuer.
Item 3. |
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e) |
☐ An investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E). |
(f) |
☐ An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F). |
(g) |
☐ A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813). |
(i) |
☐ A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j) |
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
(k) |
☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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The information set forth in items (5) (9) and (11) of the cover pages of this Schedule 13G is incorporated by reference. The
ownership percentages reported are based on 25,502,175 outstanding shares of Class A Ordinary Shares, as reported in the Issuers Form 20-F filed on January 18, 2022.
The Master Fund directly holds 3,023,486 of the Issuers ADSs, and two separately managed accounts (the Accounts) hold 497,929
and 211,044 ADSs, respectively. Indus Capital is an investment adviser registered with the Securities and Exchange Commission that is principally engaged in the business of providing investment advisory services to its clients, including the Master
Fund and the Accounts. Mr. Shannon is the Chief Executive Officer of Indus Capital and Mr. Gill is the Managing Member of Indus Capital. The Master Fund acquired ADSs representing more than five percent of the outstanding Class A Ordinary
Shares in May of 2017.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
The Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 8, 2022
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INDUS CAPITAL PARTNERS, LLC |
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By: |
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/s/ Laura T. Ferchak |
Name: |
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Laura T. Ferchak |
Title: |
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Chief Compliance Officer |
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INDUS SELECT MASTER FUND, LTD |
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By: |
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/s/ Laura T. Ferchak |
Name: |
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Laura T. Ferchak |
Title: |
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Chief Compliance Officer |
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JAMES SHANNON |
/s/ James Shannon |
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BYRON GILL |
/s/ Byron Gill |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby
agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of Bright Scholar Education Holdings Limited, dated as of July 8, 2022, is, and any amendments thereto (including amendments on Schedule 13D) signed
by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
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INDUS CAPITAL PARTNERS, LLC |
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By: |
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/s/ Laura T. Ferchak |
Name: |
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Laura T. Ferchak |
Title: |
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Chief Compliance Officer |
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INDUS SELECT MASTER FUND, LTD |
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By: |
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/s/ Laura T. Ferchak |
Name: |
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Laura T. Ferchak |
Title: |
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Chief Compliance Officer |
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JAMES SHANNON |
/s/ James Shannon |
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BYRON GILL |
/s/ Byron Gill |
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