Filing Details

Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0001193125-19-043408)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

5,000,000 Class A Ordinary Shares⁽¹⁾

SHARED VOTING POWER

  451,559 Class A Ordinary Shares⁽²⁾

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

SOLE DISPOSITIVE POWER

5,000,000 Class A Ordinary Shares⁽¹⁾

SHARED DISPOSITIVE POWER

  451,559 Class A Ordinary Shares⁽²⁾

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

Accession Number:: 0001193125-19-043408
Form Type:: 13D Filing
Publication Date:: 2019-02-19 06:17:33

Filed By:: Yang Huiyan
Company:: Bright Scholar Education Holdings Ltd (NYSE:BEDU)
Filing Date:: 2019-02-19
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	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Huiyan Yang	5,000,000	451,559	5,000,000	451,559	5,451,559	17.7%
SURE BRILLIANT GLOBAL LIMITED	5,000,000	0	5,000,000	0	5,000,000	16.2%
Yeung Family Trust V	0	451,559	0	451,559	451,559	1.5%
Noble Pride Global Limited	0	451,559	0	451,559	451,559	1.5%
Ultimate Wise Group Limited	0	451,559	0	451,559	451,559	1.5%
Excellence Education Investment Limited	0	72,590,000	0	72,590,000	72,590,000	77.5%
TMF Trust (HK) Limited	0	451,559	0	451,559	451,559	1.5%

Filing

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 Peoples 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 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 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

(1)	Ms. Huiyan Yang is the sole shareholder of SURE BRILLIANT GLOBAL LIMITED, which is the record holder of the Issuers 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 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.

(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

(1)	Ms. Huiyan Yang is the sole shareholder of SURE BRILLIANT GLOBAL LIMITED, which is the record holder of the Issuers 5,000,000 Class A Ordinary Shares.

(2)

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.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 Yangs 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