0001193125-19-043408.txt : 20190219 0001193125-19-043408.hdr.sgml : 20190219 20190219061733 ACCESSION NUMBER: 0001193125-19-043408 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190219 DATE AS OF CHANGE: 20190219 GROUP MEMBERS: EXCELLENCE EDUCATION INVESTMENT LTD GROUP MEMBERS: NOBLE PRIDE GLOBAL LTD GROUP MEMBERS: SURE BRILLIANT GLOBAL LTD GROUP MEMBERS: TMF TRUST (HK) LTD GROUP MEMBERS: ULTIMATE WISE GROUP LTD GROUP MEMBERS: YEUNG FAMILY TRUST V SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bright Scholar Education Holdings Ltd CENTRAL INDEX KEY: 0001696355 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90008 FILM NUMBER: 19613302 BUSINESS ADDRESS: STREET 1: NO.1, COUNTRY GARDEN ROAD STREET 2: BEIJIAO TOWN, SHUNDE DISTRICT CITY: FOSHAN, GUANGDONG STATE: F4 ZIP: 528300 BUSINESS PHONE: 86 757 6683 2507 MAIL ADDRESS: STREET 1: NO.1, COUNTRY GARDEN ROAD STREET 2: BEIJIAO TOWN, SHUNDE DISTRICT CITY: FOSHAN, GUANGDONG STATE: F4 ZIP: 528300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yang Huiyan CENTRAL INDEX KEY: 0001728562 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O NO.1, COUNTRY GARDEN ROAD STREET 2: BEIJIAO TOWN, SHUNDE DISTRICT CITY: FOSHAN STATE: F4 ZIP: 528300 SC 13D/A 1 d710553dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Bright Scholar Education Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share

Class B Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

109199109**

(CUSIP Number)

Huiyan Yang

Telephone: +852 2136 0829

c/o Bright Scholar Education Holdings Limited

No.1, Country Garden Road

Beijiao Town, Shunde District

Foshan, Guangdong 528300

The People’s Republic of China

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 13, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**

CUSIP number 109199109 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the New York Stock Exchange under the symbol “BEDU.” Each ADS represents one Class A Ordinary Share of the issuer. No CUSIP number has been assigned to Ordinary Shares of the issuer.

The information required on 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

 

  1       

NAME OF REPORTING PERSONS

 

  Huiyan Yang

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Hong Kong

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  5,000,000 Class A Ordinary Shares(1)

  8     

  SHARED VOTING POWER

 

  451,559 Class A Ordinary Shares(2)

  87,590,000 Class B Ordinary Shares(2)

  9     

  SOLE DISPOSITIVE POWER

 

  5,000,000 Class A Ordinary Shares(1)

  10     

  SHARED DISPOSITIVE POWER

 

  451,559 Class A Ordinary Shares(2)

  87,590,000 Class B Ordinary Shares(2)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,451,559 Class A Ordinary Shares(2)

  87,590,000 Class B Ordinary Shares(1)(2)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  17.7% of the Class A Ordinary Shares(3)

  93.5% of the Class B Ordinary Shares(3)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

Ms. Huiyan Yang is the sole shareholder of SURE BRILLIANT GLOBAL LIMITED, which is the record holder of the Issuer’s 5,000,000 Class A Ordinary Shares.

(2)

Ms. Huiyan Yang is a joint settlor and a member of the investment committee of Yeung Family Trust V, which is the sole shareholder of Noble Pride Global Limited, and therefore is deemed to have shared voting and dispositive power over the Issuer’s 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited, both of which are wholly owned subsidiaries of Noble Pride Global Limited.

(3)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

CUSIP No. 109199109

 

  1       

NAME OF REPORTING PERSONS

 

SURE BRILLIANT GLOBAL LIMITED

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  British Virgin Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  5,000,000 Class A Ordinary Shares(1)

  8     

  SHARED VOTING POWER

 

  0

  9     

  SOLE DISPOSITIVE POWER

 

  5,000,000 Class A Ordinary Shares(1)

  10     

  SHARED DISPOSITIVE POWER

 

  0

 

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  5,000,000 Class A Ordinary Shares(1)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.2% of the Class A Ordinary Shares(2)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

(1)

Ms. Huiyan Yang is the sole shareholder of SURE BRILLIANT GLOBAL LIMITED, which is the record holder of the Issuer’s 5,000,000 Class A Ordinary Shares.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

CUSIP No. 109199109

 

  1       

NAME OF REPORTING PERSONS

 

Yeung Family Trust V

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Jersey

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

  8     

  SHARED VOTING POWER

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

  9     

  SOLE DISPOSITIVE POWER

 

  0

  10     

  SHARED DISPOSITIVE POWER

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.5% of the Class A Ordinary Shares(2)

  93.5% of the Class B Ordinary Shares(2)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

Yeung Family Trust V is the sole shareholder of Noble Pride Global Limited, and therefore has shared voting and dispositive power over the Issuer’s 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited, both of which are wholly owned subsidiaries of Noble Pride Global Limited.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

CUSIP No. 109199109

 

  1       

NAME OF REPORTING PERSONS

 

  Noble Pride Global Limited

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  British Virgin Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

  8     

  SHARED VOTING POWER

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

  9     

  SOLE DISPOSITIVE POWER

 

  0

  10     

  SHARED DISPOSITIVE POWER

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.5% of the Class A Ordinary Shares(2)

  93.5% of the Class B Ordinary Shares(2)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

(1)

Noble Pride Global Limited has shared voting and dispositive power over the Issuer’s 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited, both of which are its wholly owned subsidiaries.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

CUSIP No. 109199109

 

  1       

NAME OF REPORTING PERSONS

 

  Ultimate Wise Group Limited

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  British Virgin Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

  8     

  SHARED VOTING POWER

 

  451,559 Class A Ordinary Shares(1)

  15,000,000 Class B Ordinary Shares(1)

  9     

  SOLE DISPOSITIVE POWER

 

  0

  10     

  SHARED DISPOSITIVE POWER

 

  451,559 Class A Ordinary Shares(1)

  15,000,000 Class B Ordinary Shares(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  451,559 Class A Ordinary Shares(1)

  15,000,000 Class B Ordinary Shares(1)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.5% of the Class A Ordinary Shares(2)

  16.0% of the Class B Ordinary Shares(2)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

(1)

Ultimate Wise Group Limited has shared voting and dispositive power over the Issuer’s 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by it.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

CUSIP No. 109199109

 

  1       

NAME OF REPORTING PERSONS

 

  Excellence Education Investment Limited

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  British Virgin Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

  8     

  SHARED VOTING POWER

 

  72,590,000 Class B Ordinary Shares(1)

  9     

  SOLE DISPOSITIVE POWER

 

  0

  10     

  SHARED DISPOSITIVE POWER

 

  72,590,000 Class B Ordinary Shares(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  72,590,000 Class B Ordinary Shares(1)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  77.5% of the Class B Ordinary Shares(2)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

(1)

Excellence Education Investment Limited has shared voting and dispositive power over the Issuer’s 72,590,000 Class B Ordinary Shares directly held by it.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

CUSIP No. 109199109

 

  1       

NAME OF REPORTING PERSONS

 

  TMF Trust (HK) Limited

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

  (a)  ☐        (b)  ☐

  3      

  SEC USE ONLY

 

  4      

  SOURCE OF FUNDS (See Instructions)

 

  OO

  5      

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ☐

  6      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Hong Kong

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0

  8     

  SHARED VOTING POWER

 

  451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

  9     

  SOLE DISPOSITIVE POWER

 

  0

  10     

  SHARED DISPOSITIVE POWER

 

   451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

11      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   451,559 Class A Ordinary Shares(1)

  87,590,000 Class B Ordinary Shares(1)

12      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

  ☐

13      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  1.5% of the Class A Ordinary Shares(2)

  93.5% of the Class B Ordinary Shares(2)

14      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

(1)

TMF Trust (HK) Limited acts as the trustee for Yeung Family Trust V, the sole shareholder of Noble Pride Global Limited, and therefore is deemed to have shared voting and dispositive power over the Issuer’s 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited. Both of Ultimate Wise Group Limited and Excellence Education Investment Limited are wholly owned subsidiaries of Noble Pride Global Limited.

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 30,799,824 Class A Ordinary Shares and 93,690,000 Class B Ordinary Shares, outstanding as of February 13, 2019. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Class A and Class B Ordinary Shares beneficially owned by Ms. Huiyan Yang represent approximately 92.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.

Introduction

This amendment to Schedule 13D (this “Amendment No.2”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 31, 2018, as amended and supplemented by the Amendment No.1 filed with the Commission on January 15, 2019 (the “Original Schedule 13D,” as amended and supplemented by this Amendment No.2, the “Schedule 13D”) by each of Ms. Huiyan Yang, SURE BRILLIANT GLOBAL LIMITED, Yeung Family Trust V, Noble Pride Global Limited, Ultimate Wise Group Limited, Excellence Education Investment Limited and TMF Trust (HK) Limited (the “Reporting Persons”) and relates to Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.00001 per share (the “Class B Ordinary Shares”) of Bright Scholar Education Holdings Limited, a Cayman Islands exempted company (the “Issuer”).

This Amendment No.2 is being filed to report the completion of Ms. Huiyan Yang’s voluntary conversion of 5,000,000 Class B Ordinary Shares directly held by SURE BRILLIANT GLOBAL LIMITED into 5,000,000 Class A Ordinary Shares.

Except as provided herein, this Amendment No.2 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.2 have the means ascribed to them in the Original Schedule 13D, as amended.

 

Item 3.

Source and Amount of Funds or Other Considerations

Item 3 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:

On February 13, 2019, Ms. Huiyan Yang, converted the 5,000,000 Class B Ordinary Shares directly held by Sure Brilliant into 5,000,000 Class A Ordinary Shares.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit No.    Description
99.1*    Joint Filing Agreement, dated as of January 15, 2019.

 

*

Previously filed.

SIGNATURE

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: February 19, 2019

 

SURE BRILLIANT GLOBAL LIMITED
By:  

/s/ Huiyan Yang

Name:   Huiyan Yang
Title:   Director
ULTIMATE WISE GROUP LIMITED
By:  

/s/ Huiyan Yang

Name:   Huiyan Yang
Title:   Director
EXCELLENCE EDUCATION INVESTMENT LIMITED
By:  

/s/ Meirong Yang

Name:   Meirong Yang
Title:   Director
NOBLE PRIDE GLOBAL LIMITED
By:  

/s/ Chan Ka Wah, Hanifa

Name:   Chan Ka Wah, Hanifa
Title:   Authorized Signatory of S.B. Vanwall Ltd., the Sole Director of Noble Pride Global Limited
YEUNG FAMILY TRUST V
By:  

/s/ Chan Ka Wah, Hanifa, Lam Shu Lan

Name:   Chan Ka Wah, Hanifa, Lam Shu Lan
Title:   Authorized Signatories of TMF Trust (HK) Limited, the trustee of Yeung Family Trust V
TMF TRUST (HK) LIMITED
By:  

/s/ Chan Ka Wah, Hanifa, Lam Shu Lan

Name:   Chan Ka Wah, Hanifa, Lam Shu Lan
Title:   Authorized Signatories
HUIYAN YANG
By:  

/s/ Huiyan Yang