BEDU Bright Scholar Education Holdings Limited

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2023

 

Commission File Number: 001-38077

 

Bright Scholar Education Holdings Limited

  

No. 1, Country Garden Road

Beijiao Town, Shunde District, Foshan, Guangdong 528300

The People’s Republic of China

(Address of principal executive offices)

  

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F  ☒            Form 40-F  ☐

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Bright Scholar Education Holdings Limited
Date: October 31, 2023	By:	/s/ Ruolei Niu
	Name:	Ruolei Niu
	Title:	Chief Financial Officer

  

 

EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 99.1		Press Release
Exhibit 99.2		Notice of Annual General Meeting
Exhibit 99.3		Form of Proxy for Annual General Meeting

 

 

2

 

Exhibit 99.1

 

Bright Scholar to Hold 2024 Annual General Meeting on December 19, 2023

 

FOSHAN, China, October 31, 2023 /PR Newswire/ — Bright Scholar Education Holdings Limited (“Bright Scholar” or the “Company”) (NYSE: BEDU), a global premier education service company, today announced that it would hold its 2024 annual general meeting of shareholders at No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, The People’s Republic of China on December 19, 2023 at 10:00 a.m. (local time). The proposal to be submitted for shareholders’ approval at the annual general meeting is the ratification of the appointment of (1) Deloitte Touche Tohmatsu Certified Public Accountants LLP as the independent registered public accounting firm of the Company for the fiscal year ended August 31, 2023, (2) Mr. Hongru Zhou as a director and chairman of the board of directors of the Company (the “Board”) and a member of the nominating and corporate governance committee and the compensation committee of the Company, and (3) Mr. Meng Rui as an independent director and the chairman of the audit committee of the Board. The Board has fixed November 10, 2023 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the annual general meeting and any adjournment or postponement thereof in person.

 

About Bright Scholar Education Holdings Limited

 

Bright Scholar is a global premier education service company, which primarily provides quality international education to global students and equip them with the critical academic foundation and skillsets necessary to succeed in the pursuit of higher education.

 

IR Contact:

 

Email: BEDU.IR@gcm.international

 

Media Contact:

 

Email: media@brightscholar.com

Phone: +86-757-2991-6814

 

 

Exhibit 99.2

 

Bright Scholar Education Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(NYSE: BEDU)

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on December 19, 2023

(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Bright Scholar Education Holdings Limited (the “Company”) will be held at No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, The People’s Republic of China on December 19, 2023 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the following purposes:

 

To consider and, if thought fit, pass the following ordinary resolutions to ratify the appointment of (1) Deloitte Touche Tohmatsu Certified Public Accountants LLP as the independent registered public accounting firm of the Company for the fiscal year ended August 31, 2023, (2) Mr. Hongru Zhou as a director and chairman of the board of directors of the Company (the “Board”) and a member of the nominating and corporate governance committee and the compensation committee of the Company, and (3) Mr. Meng Rui as an independent director and the chairman of the audit committee of the Board.

 

The Board previously, on November 30, 2022, February 22, 2023 and October 31, 2023, appointed (1) Mr. Hongru Zhou as a director and chairman of the Board and a member of the nominating and corporate governance committee and the compensation committee of the Company, (2) Mr. Meng Rui as an independent director and the chairman of the audit committee of the Board, and (3) Deloitte Touche Tohmatsu Certified Public Accountants LLP as the independent registered public accounting firm of the Company for the fiscal year ended August 31, 2023, respectively. Although the Company’s governing documents do not require the submission of these matters to shareholders, the Board considers it desirable that these appointments be ratified by shareholders.

 

The Board has provided the following resolution for approval by the Company’s shareholders:

 

“RESOLVED THAT, Deloitte Touche Tohmatsu Certified Public Accountants LLP be, and hereby is, ratified as the independent registered public accounting firm of the Company for the fiscal year ended August 31, 2023;

 

RESOLVED THAT, Mr. Hongru Zhou be, and hereby is, ratified as a director and chairman of the Board and a member of the nominating and corporate governance committee and the compensation committee of the Company; and

 

RESOLVED THAT, Mr. Meng Rui be, and hereby is, ratified as an independent director and the chairman of the audit committee of the Board.”

 

The Board has fixed the close of business on November 10, 2023 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. The Board recommends the shareholders to vote FOR the resolutions.

 

The Company’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents four Class A ordinary shares.

 

 

Voting by Holders of Ordinary Shares

 

Holders of record of the Company’s Class A and Class B ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof and are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form not less than 48 hours before the time appointed for the AGM to ensure your representation at such meeting. Please refer to the proxy form, which is attached to and made a part of this notice.

 

Voting by Holders of ADSs

 

Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through The Bank of New York Mellon, the depositary of the Company’s ADS program (the “Depositary”), by submitting a Voting Instruction Card to the Depositary. We have instructed the Depositary to disseminate to all ADS holders a Voting Instruction Card and a Notice of Meeting providing to ADS holders information contained in this notice of AGM and a statement and instructions as to voting by ADS holders. If you wish to have the Depositary vote the Class A ordinary shares represented by your ADSs, please execute and timely forward the Voting Instruction Card sent to you by the Depositary in accordance with the instructions provided by the Depositary. A postage-paid return envelope may be provided to you for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly how you wish to vote in regard to each matter to be considered at the AGM. The Voting Instruction Card must be forwarded in sufficient time to reach the Depositary before 12:00 p.m. (New York Time), December 12, 2023. Only the holders as of the close of business on November 10, 2023 will be entitled to execute the Voting Instruction Card.

 

The Company’s annual report can be accessed on the Company’s website at http://ir.brightscholar.com, as well as on the SEC’s website at http://www.sec.gov. Shareholders may request a hard copy of the Company’s annual report, free of charge, by contacting GCM Strategic Communications, email: BEDU.IR@gcm.international.

 

	By Order of the Board of Directors,
	/s/ Hongru Zhou
	Hongru Zhou
	Chairman

 

Foshan, October 31, 2023

 

 

 

 

Exhibit 99.3

 

Bright Scholar Education Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(NYSE: BEDU)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

(or any adjourned or postponed meeting thereof)

to Be Held on December 19, 2023

 

Introduction

 

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Bright Scholar Education Holdings Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding Class A and Class B ordinary shares of the Company, par value US$0.00001 per share (collectively, the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, The People’s Republic of China on December 19, 2023 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”). This Form of Proxy and the accompanying AGM Notice are first being mailed to the shareholders of the Company on or about November 14, 2023.

 

Only the holders of record of the Ordinary Shares at the close of business on November 10, 2023 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents four Class A ordinary shares. Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through The Bank of New York Mellon, the depositary of the Company’s ADS program. As of the close of business on the Record Date, we expect that 31,314,817 Class A ordinary shares (including Class A ordinary shares underlying ADSs) and 87,590,000 Class B ordinary shares are outstanding.

 

The quorum of the AGM is two shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third of all votes attaching to the total issued voting shares in the Company throughout the AGM.

 

Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairperson of the AGM acts as proxy and is entitled to exercise her discretion, he has indicated he will vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, with a copy delivered to its principal executive offices at No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, The People’s Republic of China or (ii) by voting in person at the AGM.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s principal executive offices (to the attention of: Ruolei Niu) at No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, The People’s Republic of China as soon as possible so that it is received by the Company not less than 48 hours before the time appointed for holding the AGM.

 

 

BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(NYSE: BEDU)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

to Be Held on December 19, 2023

(or any adjourned or postponed meeting thereof)

 

I/We ____________________________ [insert name] of ________________________ [insert address] being the registered holder of __________ Class __________ ordinary shares⁽¹⁾, par value US$0.00001 per share, of Bright Scholar Education Holdings Limited (the “Company”) hereby appoint the Chairperson of the Annual General Meeting (the “Chairperson”)⁽²⁾ or _____________________ of                          as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at No.1, Country Garden Road, Beijiao Town, Shunde District, Foshan, Guangdong 528300, The People’s Republic of China, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, in his or her discretion⁽³⁾.

 

RESOLUTION 1:

The ordinary resolution as set out in the Notice of Annual General Meeting regarding the ratification of the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the independent registered public accounting firm of the Company for the fiscal year ended August 31, 2023.

 

☐ FOR

☐ AGAINST

☐ ABSTAIN

 

RESOLUTION 2:

The ordinary resolution as set out in the Notice of Annual General Meeting regarding the ratification of the appointment of Mr. Hongru Zhou as a director and chairman of the board of directors of the Company (the “Board”) and a member of the nominating and corporate governance committee and the compensation committee of the Company.

 

☐ FOR

☐ AGAINST

☐ ABSTAIN

 

RESOLUTION 3:

The ordinary resolution as set out in the Notice of Annual General Meeting regarding the ratification of the appointment of Mr. Meng Rui as an independent director and the chairman of the audit committee of the Board.

 

☐ FOR

☐ AGAINST

☐ ABSTAIN

 

Dated                                , 2023

Signature(s)(4)

 

(1)	Please insert the number and class of shares registered in your name(s) to which this proxy relates. If no number or class is inserted, this Form of Proxy will be deemed to relate to all the shares in the Company registered in your name(s).

 

(2)

If any proxy other than the Chairperson is preferred, strike out the words “the Chairperson of the Annual General Meeting” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

 

(3)

IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, TICK THE BOX MARKED “ABSTAIN”. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the proxy will vote the shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the Chairperson acts as proxy and is entitled to exercise his discretion, he has indicated his intent to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Your proxy will also be entitled to vote or abstain at his or her discretion on any amendment to the resolution referred to in the AGM Notice which has been properly put to the AGM.

 

(4)	This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under the hand of an officer or attorney duly authorized to sign the same.

 

 

 

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