Form 20-F/A - Annual and transition report of foreign private issuers [Sections 13 or 15(d)]: [Amend]
20 Setembro 2024 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
20-F/A
(Amendment
No. 1)
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR THE SECURITIES 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 August 31, 2023
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 1934
Date
of event requiring this shell company report
For
the transition period from to
Commission
file number: 001-38077
Bright
Scholar Education Holdings Limited
(Exact
name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
No.
1, Country Garden Road
Beijiao Town, Shunde District, Foshan, Guangdong 528300
The People’s Republic of China
(Address
of principal executive offices)
Mr.
Ruolei Niu, Chief Financial Officer
Suites 6-7 The Turvill Building Old Swiss, 149 Cherry Hinton Road
Cambridge,
England, CB1 7BX, United Kingdom
Telephone: +44 12-2334-1303
E-mail:
robertniu@brightscholar.com
(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
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
American depositary shares, each representing four Class A ordinary share, par value US$0.00001 per share | | BEDU | | The New York Stock Exchange |
Class A ordinary shares, par value US$0.00001 per share* | | | | |
*Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares | | | | |
Securities
registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title
of Class)
Indicate
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:
Class A ordinary shares, par value US$0.00001 each | | | 31,314,817 | |
Class B ordinary shares, par value US$0.00001 each | | | 87,590,000 | |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
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
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 ☐ 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 ☐ 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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer. ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Emerging growth company ☐ |
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. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ | International Financial Reporting Standards as issue by the International Accounting Standards Board ☐ | Other ☐ |
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
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Item 17 ☐ Item 18
Auditor Name: | | Auditor Location: | | Auditor Firm ID: |
Deloitte Touche Tohmatsu Certified Public Accountants LLP | | Shenzhen, China | | PCAOB ID 1113 |
EXPLANATORY
NOTE
This
Amendment No. 1 to the annual report on Form 20-F for the fiscal year ended August 31, 2023 (the “Amendment No. 1”) of Bright
Scholar Education Holdings Limited (the “Company”), as originally filed with the U.S. Securities and Exchange Commission
(the “SEC”) on January 2, 2024 (the “Original Filing”), is being filed solely for purposes of correcting a clerical
error in Item 15 of the Original Filing regarding management’s conclusions regarding the effectiveness of internal control over
financial reporting. Our management concluded that our internal control over financial reporting was effective as of August 31, 2023,
which was inadvertently and incorrectly stated as not effective in the Original Filing.
As
required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing as exhibits to this Amendment No.
1 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Except
as described above, no other changes have been made to the Original Filing. This Amendment No. 1 speaks as of the filing date of the
Original Filing, or January 2, 2024. Other
than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in
any other item of the Original Filing, or reflect any event that has occurred after the filing of the Original Filing. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s filings with the SEC subsequent to
the filing of the Original Filing.
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Under
the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried
out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange
Act, as of August 31, 2023. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure
controls and procedures as of August 31, 2023 were effective.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f), of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
Under
the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted
an assessment of the effectiveness of our internal control over financial reporting as of August 31, 2023. The assessment was based on
criteria established in the framework Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
Based
on this assessment, management concluded that our internal control over financial reporting was effective as of August 31, 2023.
Attestation
Report of the Registered Public Accounting Firm
This
annual report on Form 20-F does not include an attestation report of our registered public accounting firm because our
company is neither an accelerated filer nor a large accelerated filer, as such terms are defined in Rule 12b-2 under the Exchange
Act.
Changes
in Internal Control over Financial Reporting
We
believe we have made progresses on remediating the material weaknesses and the significant deficiencies disclosed in Form 20-F for the
year ended August 31, 2022. Our historical material weaknesses, including (1) a material weakness in the design and maintenance of an
effective control environment that commensurate with the Company’s financial reporting requirements due to an insufficient complement
of resources in the accounting/finance and IT department with an appropriate level of knowledge, experience and training; and (2) a material
weakness in the design and implementation of the Company’s internal controls relating to lease accounting due to the lack of comprehensive
assessment process over lease accounting in the overseas schools component, have been substantially remediated during the year ended
August 31, 2023.
We
have implemented a number of remediation measure to address the abovementioned material weaknesses identified in our overseas schools
component as of and for the year ended August 31, 2022 by (1) recruited additional personnel with knowledge of GAAP for our overseas
schools component; (2) evaluated the structure of the finance organization and IT department and added resources as needed; (3) improved
our controls designed and implemented over the financial reporting process; and (4) continued engaging an accounting advisory firm to
assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organization.
Meanwhile,
we have implemented several remediation measures to address the significant deficiencies related to lack of comprehensive documentation
on goodwill and indefinite lived intangible assets impairment assessment and lack of comprehensive assessment process on valuation of
equity method investments as of and for the year ended August 31, 2022 by (1) implemented of a set of internal control policies that
include detailed procedures and guidance on goodwill and indefinite lived intangible assets impairment assessment, in particular, the
estimates and assumptions within the impairment test; and (2) increased communication with our equity investee companies to timely obtain
relevant financial information, and implemented completeness and accuracy controls surrounding the financial data received from investees.
In
the 2023 fiscal year, we and our independent registered public accountant identified no material weakness and two significant deficiencies
within our internal control over financial reporting. The significant deficiencies identified related to the control environment in our
overseas schools component and ITGCs in the areas of access security, change management, and data backup in certain financially relevant
systems in our business. Having identified those significant deficiencies, we are in the process of further enhancing the controls designed
and implemented over the financial reporting process in the overseas schools component, and design and implement ITGCs and related procedures
for certain financially relevant systems in the areas of access security, change management, and data backup within our business, respectively.
However,
we cannot assure you that we will not identify material weaknesses or significant deficiencies in the future. In addition, the process
of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react
to changes in our business and the economic and regulatory environments and to employ significant resources to maintain a financial reporting
system that satisfies our reporting obligations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Business—If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely
report our results of operations or prevent fraud, and investor confidence and the market price of the ADSs may be materially and adversely
affected.” As a result, we may be subject to a number of risks, including increased risks that we have or may not file our financial
statements and related reports with the SEC on a timely basis and that there are errors in our reported financial statements and material
misstatements in our reports and other documents filed with the SEC.
ITEM 19.
EXHIBITS
Exhibit
No. |
|
Description
of Exhibit |
1.1 |
|
Amended
and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of our Registration Statement on
Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017) |
2.1 |
|
Registrant’s
specimen American depositary receipt (included in Exhibit 2.3) |
2.2 |
|
Registrant’s
specimen certificate for ordinary shares (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file
No. 333-217359) filed with the Securities and Exchange Commission on May 5, 2017) |
2.3 |
|
Form
of deposit agreement by and among the Registrant, the depositary and holders of the American Depositary Receipts (incorporated by
reference to Exhibit 4.3 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission
on May 5, 2017) |
2.4 |
|
Indenture,
dated as of July 31, 2019, among Bright Scholar Education Holdings Limited, its Subsidiary Guarantors and The Bank of New York Mellon,
London Branch, as the Trustee (incorporated by reference to Exhibit 2.4 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on December 23, 2019) |
2.5 |
|
Description
of Securities (incorporated by reference to Exhibit 2.5 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on June 21, 2023) |
3.1 |
|
English
translation of acting-in-concert agreement between Ms. Meirong Yang and Ms. Huiyan Yang dated February 8, 2017 (incorporated by reference
to Exhibit 4.4 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission
on April 18, 2017) |
4.1 |
|
Form
of employment agreement between the Registrant and the executive officers of the Registrant (incorporated by reference to Exhibit
10.1 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18,
2017) |
4.2 |
|
Form
of indemnification agreement by and between the Registrant and its directors and executive officers (incorporated by reference to
Exhibit 10.2 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on
April 18, 2017) |
4.3 |
|
English
translation of exclusive management service and business cooperation agreement among Zhuhai Bright Scholar, our affiliated entities,
and Ms. Meirong Yang and Mr. Wenjie Yang, dated January 25, 2017 (incorporated by reference to Exhibit 10.3 of our Registration Statement
on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017) |
4.4 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and BGY Education
Investment dated January 25, 2017 (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (file No.
333-217359) filed with the Securities and Exchange Commission on April 18, 2017) |
4.5 |
|
English
translation of power of attorney granted by BGY Education Investment dated January 25, 2017 (incorporated by reference to Exhibit
10.5 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18,
2017) |
4.6 |
|
English
translation of power of attorney granted by Ms. Meirong Yang dated January 25, 2017 (incorporated by reference to Exhibit 10.6 of
our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017) |
4.7 |
|
English
translation of power of attorney granted by Mr. Wenjie Yang dated January 25, 2017. (incorporated by reference to Exhibit 10.7 of
our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017) |
Exhibit
No. |
|
Description
of Exhibit |
4.8 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and BGY Education Investment
dated January 25, 2017 (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (file No. 333-217359)
filed with the Securities and Exchange Commission on April 18, 2017) |
4.9 |
|
2017
Share Incentive Plan (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form F-1 (file No. 333-217359) filed
with the Securities and Exchange Commission on April 18, 2017) |
4.10 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Baoding Baigou New City Bright Scholar Shenghua Education Consulting
Co., Ltd. dated June 14, 2017 (incorporated by reference to Exhibit 4.10 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on December 7, 2017) |
4.11 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Chuzhou Country Garden Kindergarten dated August 30, 2017 (incorporated
by reference to Exhibit 4.12 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December
7, 2017) |
4.12 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Chuzhou Country Garden Foreign Language School dated October
13, 2017 (incorporated by reference to Exhibit 4.13 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 7, 2017) |
4.13 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Kaiping Country Garden Jade Bay Kindergarten dated July 5, 2017
(incorporated by reference to Exhibit 4.14 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 7, 2017) |
4.14 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shaoguan Country Garden English Foreign Language School dated
September 3, 2017 (incorporated by reference to Exhibit 4.15 of our Form 20-F (file No. 001-38077) filed with the Securities and
Exchange Commission on December 7, 2017) |
4.15 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shenghua Country Garden Bilingual School dated October 10, 2017
(incorporated by reference to Exhibit 4.16 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 7, 2017) |
4.16 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Kaiping Country Garden School dated September 25, 2017 (incorporated
by reference to Exhibit 4.17 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December
7, 2017) |
4.17 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan East Lake High-tech Development Zone Xinqiao-Jinxiu Longcheng
Kindergarten dated October 22, 2018 (incorporated by reference to Exhibit 4.17 of our Form 20-F (file No. 001-38077) filed with the
Securities and Exchange Commission on December 14, 2018) |
4.18 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan East Lake High-tech Development Zone Xinqiao Kindergarten
dated October 22, 2018 (incorporated by reference to Exhibit 4.18 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on December 14, 2018) |
4.19 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan Dongxihu District Dongqiao Kindergarten dated October 22,
2018 (incorporated by reference to Exhibit 4.19 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 14, 2018) |
4.20 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan Hongshan District Xinqiao Aijia Kindergarten dated October
22, 2018 (incorporated by reference to Exhibit 4.20 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 14, 2018) |
4.21 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan Qingshan District Xinqiao Bilingual Kindergarten dated
October 22, 2018 (incorporated by reference to Exhibit 4.21 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 14, 2018) |
4.22 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan Qiaosheng Education Investment Co., Ltd. dated October
23, 2018 (incorporated by reference to Exhibit 4.22 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 14, 2018) |
Exhibit
No. |
|
Description
of Exhibit |
4.23 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Foshan Shunde Beijiao Country Garden Guilanshan Kindergarten
Co., Ltd. dated November 3, 2018 (incorporated by reference to Exhibit 4.23 of our Form 20-F (file No. 001-38077) filed with the
Securities and Exchange Commission on December 14, 2018) |
4.24 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Chengdu Yinzhe Education and Technology Co., Ltd. dated December
13, 2018 (incorporated by reference to Exhibit 4.24 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 14, 2018) |
4.25 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Chengdu Laizhe Education and Technology Co., Ltd. dated December
13, 2018 (incorporated by reference to Exhibit 4.25 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 14, 2018) |
4.26 |
|
Business
and Asset Sale and Purchase Agreement in relation to the sale and purchase of the Business and Asset of Bournemouth Collegiate School
dated October 1, 2018 (incorporated by reference to Exhibit 4.26 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on December 14, 2018) |
4.27 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Hubei Sannew Education Development Limited dated December 15,
2019 (incorporated by reference to Exhibit 4.27 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2019) |
4.28 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Sannew American Middle School dated December 20, 2019 (incorporated
by reference to Exhibit 4.28 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December
23, 2019) |
4.29 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan Mierdun Education Technology Limited dated December 10,
2019 (incorporated by reference to Exhibit 4.29 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2019) |
4.30 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Heze Qiqiaoban Education Technology Limited dated December 10,
2019 (incorporated by reference to Exhibit 4.30 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2019) |
4.31 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Heze Development Zone Electric Kindergarten dated December 9,
2019 (incorporated by reference to Exhibit 4.31 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2019) |
4.32 |
|
English
Translation of Rights and Obligations Assumption Letter executed by HeZe Qiqiaoban Juancheng Kindergarten dated December 10, 2019
(incorporated by reference to Exhibit 4.32 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2019) |
4.33 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Beijing Huanxue International Travel Limited dated December 12,
2019 (incorporated by reference to Exhibit 4.33 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2019) |
4.34 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangzhou Huihua Education Consulting Co., Ltd. dated December
12, 2019 (incorporated by reference to Exhibit 4.34 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2019) |
4.35 |
|
Purchase
Agreement in relation to the issuance and sales of US$300,000,000 7.45% Senior Notes due 2022 to the Initial Purchaser dated July
24, 2019 (incorporated by reference to Exhibit 4.35 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2019) |
4.36 |
|
Sale
and Purchase Agreement relating to CATS Colleges Holdings Limited dated July 5, 2019 (incorporated by reference to Exhibit 4.36 of
our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December 23, 2019) |
4.37 |
|
English
translation of exclusive management service and business cooperation agreement among Zhuhai Bright Scholar, our affiliated entities,
Beijing Haidian Bright Scholar Training School and Beijing Elib Technology Co., Ltd., dated November 26, 2019 (incorporated by reference
to Exhibit 4.37 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December 23, 2020) |
4.38 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Baoding Baigou New City Shenghua Country Garden Kindergarten
Co., Ltd. dated August 31, 2019 (incorporated by reference to Exhibit 4.38 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on December 23, 2020) |
Exhibit
No. |
|
Description
of Exhibit |
4.39 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Heze Economic Development Zone Qiqiaoban -OTC Kindergarten dated
September 30, 2020 (incorporated by reference to Exhibit 4.39 of our Form 20-F (file No. 001-38077) filed with the Securities and
Exchange Commission on December 23, 2020) |
4.40 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Cao xian Qiqiaoban Kindergarten dated December 15, 2020 (incorporated
by reference to Exhibit 4.40 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December
23, 2020) |
4.41 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangyuan Lizhou Kasijia Kindergarten dated August 31, 2019 (incorporated
by reference to Exhibit 4.41 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December
23, 2020) |
4.42 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Beijing Huanxue Tianxia International Travel Limited dated January
31, 2020 (incorporated by reference to Exhibit 4.42 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.43 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Chengdu Zhiyimeng Software Technology Co., Ltd. dated July 25,
2019 (incorporated by reference to Exhibit 4.43 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.44 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangzhou Xingzhu Information Technology Co., Ltd. dated August
31, 2019 (incorporated by reference to Exhibit 4.44 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.45 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Dongguan Humen Bright Scholar Country Garden Kindergarten dated
December 2, 2020 (incorporated by reference to Exhibit 4.45 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.46 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Foshan Shunde Ronggui Street Country Garden Kindergarten dated
June 16, 2020 (incorporated by reference to Exhibit 4.46 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.47 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Dongguan Dongcheng Bright Scholar Kindergarten Co., Ltd. dated
March 31, 2020 (incorporated by reference to Exhibit 4.47 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.48 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Huizhou Huiyang Lelebao Shenhui City Kindergarten Co., Ltd. dated
December 10, 2020 (incorporated by reference to Exhibit 4.48 of our Form 20-F (file No. 001-38077) filed with the Securities and
Exchange Commission on December 23, 2020) |
4.49 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Chengdu Pidu Bright Scholar Kindergarten Co., Ltd. dated December
3, 2020 (incorporated by reference to Exhibit 4.49 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.50 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Tianjin Beichen Lelebao Kindergarten dated August 30, 2020 (incorporated
by reference to Exhibit 4.50 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on December
23, 2020) |
4.51 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangzhou Zengcheng Fettes College Kindergarten Co., Ltd. dated
June 15, 2020 (incorporated by reference to Exhibit 4.51 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.52 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guigang Gangbei Country Garden Lelebao Kindergarten dated October
21, 2020 (incorporated by reference to Exhibit 4.52 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.53 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jinan Zhangqiu Phoenix City Lelebao Kindergarten dated December
14, 2020 (incorporated by reference to Exhibit 4.53 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.54 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Heze Mudan District Cultural City Kindergarten dated December
17, 2020 (incorporated by reference to Exhibit 4.54 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
Exhibit
No. |
|
Description
of Exhibit |
4.55 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Fettes College Experimental School of Zengcheng, Guangzhou dated
June 15, 2020 (incorporated by reference to Exhibit 4.55 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.56 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shanghai Huodai Commercial Information Consulting Co., Ltd. dated
July 20, 2020 (incorporated by reference to Exhibit 4.56 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.57 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shanghai Youxun Education Technology Co., Ltd. dated May 26,
2020 (incorporated by reference to Exhibit 4.57 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.58 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shanghai Hanlin Education Technology Co., Ltd. dated July 20,
2020 (incorporated by reference to Exhibit 4.58 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.59 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangdong Lebeimeng Education Consulting Co., Ltd. dated November
29, 2019 (incorporated by reference to Exhibit 4.59 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.60 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangdong Lelebao Education Technology Co., Ltd. dated November
30, 2019 (incorporated by reference to Exhibit 4.60 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.61 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jinan Boshixing Education Consulting Co., Ltd. dated January
27, 2020 (incorporated by reference to Exhibit 4.61 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.62 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jining Boshiwei Education Consulting Limited dated October 29,
2019 (incorporated by reference to Exhibit 4.62 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.63 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Taishan Lebeimeng Education Consulting Co., Ltd. dated December
26, 2019 (incorporated by reference to Exhibit 4.63 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
4.64 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Weifang Boshixin Education Consulting Co., Ltd. dated March 29,
2020 (incorporated by reference to Exhibit 4.64 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.65 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Foshan Shunde Beijiao Town Country Garden Ivy League Education
Training Centre Co., Ltd. dated December 7, 2020 (incorporated by reference to Exhibit 4.65 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on December 23, 2020) |
4.66 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangdong Bright Scholar Ivy League Education Science Research
Institute Co., Ltd. dated December 7, 2020 (incorporated by reference to Exhibit 4.66 of our Form 20-F (file No. 001-38077) filed
with the Securities and Exchange Commission on December 23, 2020) |
4.67 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shanghai Bolai Training Center Co., Ltd. dated December 7, 2020
(incorporated by reference to Exhibit 4.67 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on December 23, 2020) |
4.68 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Wuhan Qiaokou Mierdun Training School Limited dated November
20, 2019 (incorporated by reference to Exhibit 4.68 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on December 23, 2020) |
Exhibit
No. |
|
Description
of Exhibit |
4.69 |
|
English
translation of supplemental agreement to the exclusive management service and business cooperation agreement among Zhuhai Bright
Scholar, BGY Education Investment, Foshan Meiliang Education Technology Co., Ltd., Foshan Shangtai Education Technology Co., Ltd.,
Foshan Renliang Education Technology Co., Ltd., Foshan Yongliang Education Technology Co., Ltd., Foshan Zhiliang Education Technology
Co., Ltd., and Beijing Boteng Consulting Co., Ltd., dated August 13, 2021 (incorporated by reference to Exhibit 4.69 of our Form
20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18, 2022) |
4.70 |
|
English
translation of equity transfer framework agreement among BGY Education Investment, Baoding Baigou New City Shenghua Country Garden
Kindergarten Co., Ltd., Hubei Sannew Education Development Limited, Foshan Meiliang Education Technology Co., Ltd., Foshan Zhiliang
Education Technology Co., Ltd., and Beijing Boteng Consulting Co., Ltd., dated August 13, 2021 (incorporated by reference to Exhibit
4.70 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18, 2022) |
4.71 |
|
English
translation of supplementary power of attorney granted by Ms. Meirong Yang dated August 13, 2021 (incorporated by reference to
Exhibit 4.71 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18, 2022) |
4.72 |
|
English
translation of supplementary power of attorney granted by Mr. Wenjie Yang dated August 13, 2021 (incorporated by reference to
Exhibit 4.72 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18, 2022) |
4.73 |
|
English
translation of power of attorney granted by Foshan Meiliang Education Technology Co., Ltd. dated August 13, 2021 (incorporated
by reference to Exhibit 4.73 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.74 |
|
English
translation of power of attorney granted by Foshan Zhiliang Education Technology Co., Ltd. dated August 13, 2021 (incorporated
by reference to Exhibit 4.74 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.75 |
|
English
translation of power of attorney granted by Beijing Boteng Consulting Co., Ltd. dated August 13, 2021 (incorporated by reference
to Exhibit 4.75 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18, 2022) |
4.76 |
|
English
translation of power of attorney granted by Foshan Shangtai Education Technology Co., Ltd. dated August 13, 2021 (incorporated by
reference to Exhibit 4.76 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.77 |
|
English
translation of power of attorney granted by Foshan Renliang Education Technology Co., Ltd. dated August 13, 2021 (incorporated by
reference to Exhibit 4.77 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.78 |
|
English
translation of power of attorney granted by Foshan Yongliang Education Technology Co., Ltd. dated August 13, 2021 (incorporated by
reference to Exhibit 4.78 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.79 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Meiliang Education
Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.79 of our Form 20-F (file No. 001-38077) filed
with the Securities and Exchange Commission on January 18, 2022) |
4.80 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Zhiliang Education
Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.80 of our Form 20-F (file No. 001-38077) filed
with the Securities and Exchange Commission on January 18, 2022) |
4.81 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Beijing Boteng Consulting
Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.81 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on January 18, 2022) |
4.82 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Beijing Foshan Shangtai
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.82 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.83 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Beijing Foshan Renliang
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.83 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.84 |
|
English
translation of equity pledge agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Beijing Foshan Yongliang
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.84 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
Exhibit
No. |
|
Description
of Exhibit |
4.85 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Meiliang
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.85 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.86 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Zhiliang
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.86 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.87 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Beijing Boteng
Consulting Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.87 of our Form 20-F (file No. 001-38077) filed
with the Securities and Exchange Commission on January 18, 2022) |
4.88 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Shangtai
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.88 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.89 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Renliang
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.89 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.90 |
|
English
translation of exclusive call option agreement among Zhuhai Bright Scholar, Ms. Meirong Yang and Mr. Wenjie Yang, and Foshan Yongliang
Education Technology Co., Ltd. dated August 13, 2021 (incorporated by reference to Exhibit 4.90 of our Form 20-F (file No. 001-38077)
filed with the Securities and Exchange Commission on January 18, 2022) |
4.91 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Aijia Education Training (Shanghai) Co., Ltd. dated May 20, 2021
(incorporated by reference to Exhibit 4.91 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on January 18, 2022) |
4.92 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Anqiu Lelebao Kindergarten dated April 14, 2021 (incorporated
by reference to Exhibit 4.92 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.93 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Beijing Bright Scholar Education Consulting Limited Co., Ltd.
dated August 31, 2021 (incorporated by reference to Exhibit 4.93 of our Form 20-F (file No. 001-38077) filed with the Securities
and Exchange Commission on January 18, 2022) |
4.94 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Beijing Chaoyang Bright Scholar Training School dated August
31, 2021 (incorporated by reference to Exhibit 4.94 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.95 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Guangzhou Elan Education Consulting Co., Ltd. dated August 31,
2021 (incorporated by reference to Exhibit 4.95 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on January 18, 2022) |
4.96 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Henan Lelebao Education Consulting Management Co. Ltd. dated
May 21, 2021 (incorporated by reference to Exhibit 4.96 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.97 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jurong Lelebao Yunxiyuan Kindergarten dated May 21, 2021 (incorporated
by reference to Exhibit 4.97 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on January 18,
2022) |
4.98 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shanghai Xinghanhai Education Technology Co., Ltd. dated August
31, 2021 (incorporated by reference to Exhibit 4.98 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.99 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shanghai Yuhanlin Education Technology Co., Ltd. dated August
31, 2021 (incorporated by reference to Exhibit 4.99 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
Exhibit
No. |
|
Description
of Exhibit |
4.100 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shenzhen Elan Education Training Co., Ltd. dated August 31, 2021
(incorporated by reference to Exhibit 4.100 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on January 18, 2022) |
4.101 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Shouguang Feicui Huafu Lelebao Kindergarten dated April 21, 2021
(incorporated by reference to Exhibit 4.101 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on January 18, 2022) |
4.102 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Tianjin Wuqing Ziquantingyuan Lelebao Kindergarten dated February
24, 2021 (incorporated by reference to Exhibit 4.102 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.103 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Xianning Bright Scholar Country Garden Bilingual School dated
June 8, 2021 (incorporated by reference to Exhibit 4.103 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.104 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jiangxi Leti Culture and Tourism Development Co., Ltd. dated
November 24, 2021 (incorporated by reference to Exhibit 4.104 of our Form 20-F (file No. 001-38077) filed with the Securities and
Exchange Commission on January 18, 2022) |
4.105 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Tongxiang Wuzhen Leti Camping Operation Management Co., Ltd.
dated May 6, 2021 (incorporated by reference to Exhibit 4.105 of our Form 20-F (file No. 001-38077) filed with the Securities and
Exchange Commission on January 18, 2022) |
4.106 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jiangxi Leyan Education Management Co., Ltd. dated January 12,
2021 (incorporated by reference to Exhibit 4.106 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission
on January 18, 2022) |
4.107 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Jiangxi Jingrui International Travel Agency Co., Ltd. dated January
12, 2021 (incorporated by reference to Exhibit 4.107 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.108 |
|
English
Translation of Rights and Obligations Assumption Letter executed by Fuzhou Leti Camping Operation Management Co., Ltd. dated January
12, 2021 (incorporated by reference to Exhibit 4.108 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange
Commission on January 18, 2022) |
4.109** |
|
English Translation of Rights and Obligations Assumption Letter executed by Jiangmen Jianghai Bright Scholar Kindergarten Co., Ltd. dated August 11, 2023 |
4.110** |
|
English Translation of Rights and Obligations Assumption Letter executed by Yongxiu Leti Culture Tourism Management Co., Ltd. dated April 17, 2023 |
4.111** |
|
English Translation of Rights and Obligations Assumption Letter executed by Beijing Tengyue Culture Service Co., Ltd. dated March 15, 2023 |
4.112** |
|
English Translation of Rights and Obligations Assumption Letter executed by Qingdao Bright Scholar Chuangjing Education Management Consulting Co., Ltd. dated September 21, 2022 |
4.113** |
|
English Translation of Rights and Obligations Assumption Letter executed by Zhenjiang Bright Scholar Sports Development Co., Ltd. dated April 7, 2023 |
4.114** |
|
English Translation of Rights and Obligations Assumption Letter executed by Jiangxi Leqi Culture Tourism Management Co., Ltd. dated October 7, 2023 |
4.115** |
|
English Translation of Rights and Obligations Assumption Letter executed by Jiangxi Hengle Travel Agency Co., Ltd. dated September 28, 2023 |
4.116** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Xueyanyoufang Education Technology Co., Ltd. dated August 19, 2022 |
4.117** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Hanboshi Education Technology Co., Ltd. dated August 4, 2022 |
4.118** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Hanbo Education Technology Co., Ltd. dated August 1, 2022 |
4.119** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Hansu Education Technology Co., Ltd. dated August 3, 2022 |
Exhibit
No. |
|
Description
of Exhibit |
4.120** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Hankun Education Technology Co., Ltd. dated August 4, 2022 |
4.121** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Hanyi Education Technology Co., Ltd. dated August 19, 2022 |
4.122** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shenzhen Yuhanlin Education Technology Co., Ltd. dated June 5, 2023 |
4.123** |
|
English Translation of Rights and Obligations Assumption Letter executed by Shanghai Changning Hansailinwen Education Training School dated March 29, 2023 |
4.124** |
|
English Translation of Rights and Obligations Assumption Letter executed by Guangdong Science Investment Culture and Tourism Development Co., Ltd. dated September 14, 2022 |
4.125** |
|
English Translation of Rights and Obligations Assumption Letter executed by Pingxiang Leti Camping Operation Management Co., Ltd. dated October 26, 2022 |
4.126** |
|
English Translation of Rights and Obligations Assumption Letter executed by Guangchang Leti Culture Tourism Management Co., Ltd. dated April 1, 2023 |
8.1** |
|
List of subsidiaries and affiliated entities of the Registrant |
11.1 |
|
Code of business conduct and ethics (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017) |
11.2 |
|
Insider Trading Policy (incorporated by reference to Exhibit 11.2 of our Form 20-F (file No. 001-38077) filed with the Securities and Exchange Commission on June 21, 2023) |
12.1* |
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
12.2* |
|
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
13.1** |
|
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.2** |
|
CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
15.1** |
|
Consent of JunHe LLP |
15.2** |
|
Consent of Deloitte Touche Tohmatus Certified Public Accountants LLP |
97.1** |
|
Policy Relating to Recovery of Erroneously Awarded Compensation |
101.INS** |
|
Inline XBRL Instance Document |
101.SCH** |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL** |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document. |
101.DEF** |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document. |
101.LAB** |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE** |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.sff |
104** |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101). |
| ** | Previously
filed or furnished with the Original Filing |
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 on its behalf.
|
BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED |
|
|
|
|
By: |
/s/
Ruolei Niu |
|
Name: |
Ruolei Niu |
|
Title: |
Chief Financial Officer |
Date:
September 20, 2024
12
true
FY
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2023-08-31
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2023-08-31
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Exhibit 12.1
Certification by
the Principal Executive Officer
Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
I, Ruolei Niu, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Bright Scholar
Education Holdings Limited, as amended by Amendment No. 1 thereto; |
| 2. | Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared; |
| b. | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| c. | Evaluated the effectiveness of the company’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the company’s
internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,
or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee
of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s
ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: |
September 20, 2024 |
|
|
|
|
By: |
/s/ Ruolei Niu |
|
Name: |
Ruolei Niu |
|
Title: |
Chief Executive Officer |
|
Exhibit 12.2
Certification by
the Principal Financial Officer
Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
I, Hui Zhang, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Bright Scholar
Education Holdings Limited, as amended by Amendment No. 1 thereto; |
| 2. | Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared; |
| b. | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| c. | Evaluated the effectiveness of the company’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the company’s
internal control over financial reporting that occurred during the period covered by the annual report that has materially affected,
or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee
of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s
ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: |
September 20, 2024 |
|
|
|
|
By: |
/s/ Hui Zhang |
|
Name: |
Hui Zhang |
|
Title: |
Chief Financial Officer |
|
v3.24.3
Document And Entity Information
|
12 Months Ended |
Aug. 31, 2023
shares
|
Document Information Line Items |
|
Entity Registrant Name |
Bright
Scholar Education Holdings Limited
|
Document Type |
20-F/A
|
Current Fiscal Year End Date |
--08-31
|
Amendment Flag |
true
|
Amendment Description |
This
Amendment No. 1 to the annual report on Form 20-F for the fiscal year ended August 31, 2023 (the “Amendment No. 1”) of Bright
Scholar Education Holdings Limited (the “Company”), as originally filed with the U.S. Securities and Exchange Commission
(the “SEC”) on January 2, 2024 (the “Original Filing”), is being filed solely for purposes of correcting a clerical
error in Item 15 of the Original Filing regarding management’s conclusions regarding the effectiveness of internal control over
financial reporting. Our management concluded that our internal control over financial reporting was effective as of August 31, 2023,
which was inadvertently and incorrectly stated as not effective in the Original Filing.As
required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing as exhibits to this Amendment No.
1 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.Except
as described above, no other changes have been made to the Original Filing. This Amendment No. 1 speaks as of the filing date of the
Original Filing, or January 2, 2024. Other
than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in
any other item of the Original Filing, or reflect any event that has occurred after the filing of the Original Filing. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s filings with the SEC subsequent to
the filing of the Original Filing.
|
Entity Central Index Key |
0001696355
|
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 |
Aug. 31, 2023
|
Document Fiscal Year Focus |
2023
|
Document Fiscal Period Focus |
FY
|
Entity Emerging Growth Company |
false
|
Entity Shell Company |
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 |
001-38077
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
No.
1, Country Garden Road
|
Entity Address, Address Line Two |
Beijiao Town
|
Entity Address, Address Line Three |
Shunde District, Foshan
|
Entity Address, City or Town |
Foshan
|
Entity Address, Postal Zip Code |
528300
|
Entity Address, Country |
CN
|
Entity Interactive Data Current |
Yes
|
Document Financial Statement Error Correction [Flag] |
false
|
Document Accounting Standard |
U.S. GAAP
|
Auditor Name |
Deloitte Touche Tohmatsu Certified Public Accountants LLP
|
Auditor Location |
Shenzhen, China
|
Auditor Firm ID |
1113
|
Business Contact |
|
Document Information Line Items |
|
Entity Address, Address Line One |
Suites 6-7 The Turvill Building Old Swiss
|
Entity Address, Address Line Two |
149 Cherry Hinton Road
|
Entity Address, City or Town |
Cambridge
|
Entity Address, Postal Zip Code |
CB1 7BX
|
Entity Address, Country |
CN
|
Contact Personnel Name |
Mr.
Ruolei Niu
|
City Area Code |
+44
|
Local Phone Number |
12-2334-1303
|
Contact Personnel Email Address |
robertniu@brightscholar.com
|
American depositary shares, each representing four Class A ordinary share, par value US$0.00001 per share |
|
Document Information Line Items |
|
Trading Symbol |
BEDU
|
Title of 12(b) Security |
American depositary shares, each representing four Class A ordinary share, par value US$0.00001 per share
|
Security Exchange Name |
NYSE
|
Class A ordinary shares, par value US$0.00001 per share |
|
Document Information Line Items |
|
Title of 12(b) Security |
Class A ordinary shares, par value US$0.00001 per share
|
Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares |
|
Document Information Line Items |
|
Title of 12(b) Security |
Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares
|
Class A Ordinary Shares |
|
Document Information Line Items |
|
Entity Common Stock, Shares Outstanding |
31,314,817
|
Class B Ordinary Shares |
|
Document Information Line Items |
|
Entity Common Stock, Shares Outstanding |
87,590,000
|
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Bright Scholar Education (NYSE:BEDU)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Bright Scholar Education (NYSE:BEDU)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024