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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

451,559 Class A Ordinary Shares⁽¹⁾

87,590,000 Class B Ordinary Shares⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

451,559 Class A Ordinary Shares⁽¹⁾

87,590,000 Class B Ordinary Shares⁽¹⁾

Accession Number:: 0001193125-19-009328
Form Type:: 13D Filing
Publication Date:: 2019-01-15 06:26:36

Filed By:: Yang Meirong
Company:: Bright Scholar Education Holdings Ltd (NYSE:BEDU)
Filing Date:: 2019-01-15
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Meirong Yang	451,559	451,559	451,559	1.9%
Yeung Family Trust V	451,559	451,559	451,559	1.9%
Noble Pride Global Limited	451,559	451,559	451,559	1.9%
Ultimate Wise Group Limited	451,559	451,559	451,559	1.9%
Excellence Education Investment Limited	72,590,000	72,590,000	72,590,000	72.6%
TMF Trust (HK) Limited	451,559	451,559	451,559	1.9%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

Meirong Yang

Telephone: + 86 757 2991 7062

c/o Bright Scholar Education Holdings Limited

No.1, Country Garden Road

Beijiao Town, Shunde District

Foshan, Guangdong 528300

The Peoples Republic of China

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

January 8, 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 persons 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 Meirong 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 Peoples Republic of China

(1)

Ms. Meirong 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 Issuers 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 23,923,676 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares, outstanding as of December 14, 2018 as disclosed in the Issuers annual report on Form 20-F filed on December 14, 2018. 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. Meirong Yang represent approximately 86.6% 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

(1)

Yeung Family Trust V is the sole shareholder of Noble Pride Global Limited, and therefore has shared voting and dispositive power over the Issuers 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)

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

(1)

Noble Pride Global Limited has shared voting and dispositive power over the Issuers 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)

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

(1)	Ultimate Wise Group Limited has shared voting and dispositive power over the Issuers 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by it.

(2)

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

(1)	Excellence Education Investment Limited has shared voting and dispositive power over the Issuers 72,590,000 Class B Ordinary Shares directly held by it.

(2)

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

(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 Issuers 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)

Introduction

This amendment to Schedule 13D (this Amendment No.1) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the Commission) on December 31, 2018 (the Original Schedule 13D, as amended and supplemented by this Amendment No.1, the Schedule 13D) by each of Ms. Meirong Yang, 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.1 is being filed to report the completion of the transfer of 451,559 Class A Ordinary Shares from Concrete Win Limited to Ultimate Wise Group Limited.

Except as provided herein, this Amendment No.1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No.1 have the meanings 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 January 8, 2019, Concrete Win Limited, for nil consideration, transferred 451,559 Class A Ordinary Shares of the Issuer, which represents 1.9% of the Issuers outstanding Class A Ordinary Shares, to Ultimate Wise, a company directly and wholly owned by Noble Pride.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:


Exhibit No.		Description

99.1*		Joint Filing Agreement, dated as of January 15, 2019.

* Filed herewith.

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: January 15, 2019


EXCELLENCE EDUCATION INVESTMENT LIMITED

By:		/s/ Meirong Yang
Name:		Meirong Yang
Title:		Director

ULTIMATE WISE GROUP LIMITED

By:		/s/ Huiyan Yang
Name:		Huiyan Yang
Title:		Director

NOBLE PRIDE GLOBAL LIMITED

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

YEUNG FAMILY TRUST V

By:		/s/ Suk Ching Ho, Shu Lan Lam
Name:		Suk Ching Ho, Shu Lan Lam
Title:		Authorized Signatories of TMF Trust (HK) Limited, the trustee of Yeung Family Trust V

TMF TRUST (HK) LIMITED

By:		/s/ Suk Ching Ho, Shu Lan Lam
Name:		Suk Ching Ho, Shu Lan Lam
Title:		Authorized Signatories

MEIRONG YANG

By:		/s/ Meirong Yang