0001193125-18-033910.txt : 20180207 0001193125-18-033910.hdr.sgml : 20180207 20180207063002 ACCESSION NUMBER: 0001193125-18-033910 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180207 DATE AS OF CHANGE: 20180207 GROUP MEMBERS: WILMINGTON TRUST CO AS TRUSTEE OF THE JAMHE TRUST 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90008 FILM NUMBER: 18579199 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: He Junli CENTRAL INDEX KEY: 0001728598 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O NO.1, COUNTRY GARDEN ROAD STREET 2: BEIJIAO TOWN, SHUNDE DISTRICT CITY: FOSHAN STATE: F4 ZIP: 528300 SC 13G 1 d508681dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Bright Scholar Education Holdings Limited

(Name of Issuer)

Class A Ordinary Shares par value of $0.00001 per share

(Title of Class of Securities)

109199109**

(CUSIP Number)

December 31, 2017

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* 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 the 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 shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

The information required in 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).

 

 

 

SCHEDULE 13G

 

CUSIP No. 109199109  

 

  1.    

Names of Reporting Persons.

 

Junli He

  2.    

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  ☒        (b)  ☐

 

  3.    

SEC Use Only

 

    

  4.    

Citizenship or Place of Organization

 

the United States

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

       5.    

Sole Voting Power

 

5,310,000 Class B ordinary shares (See Item 4)

      6.    

Shared Voting Power

 

2,100,000 Class B ordinary shares (See Item 4)

      7.    

Sole Dispositive Power

 

5,310,000 Class B ordinary shares (See Item 4)

      8.    

Shared Dispositive Power

 

2,100,000 Class B ordinary shares (See Item 4)

9.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,410,000 Class B ordinary shares (See Item 4)

10.    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.    

Percent of Class Represented by Amount in Row (9)

 

7.4% (See Item 4)

12.    

Type of Reporting Person (See Instructions)

 

IN

 

 

2

SCHEDULE 13G

 

CUSIP No. 109199109  

 

  1.    

Names of Reporting Persons.

 

Wilmington Trust Company as Trustee of The JAMHE Trust

  2.    

Check the Appropriate Box if a Member of a Group (See Instructions).

(a)  ☒        (b)  ☐

 

  3.    

SEC Use Only

 

    

  4.    

Citizenship or Place of Organization

 

1100 N. Market Street, Wilmington, DE 19890, United States of America

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

       5.    

Sole Voting Power

 

0

      6.    

Shared Voting Power

 

2,100,000 Class B ordinary shares (See Item 4)

      7.    

Sole Dispositive Power

 

0

      8.    

Shared Dispositive Power

 

2,100,000 Class B ordinary shares (See Item 4)

9.    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,100,000 Class B ordinary shares (See Item 4)

10.    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

 

    

11.    

Percent of Class Represented by Amount in Row (9)

 

2.1% (See Item 4)

12.    

Type of Reporting Person (See Instructions)

 

CO

 

 

3

Item 1(a). Name of Issuer:

Bright Scholar Education Holdings Limited

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

No.1, Country Garden Road

Beijiao Town, Shunde District, Foshan, Guangdong 528300

The People’s Republic of China

 

Item 2(a). Name of Person Filing:

Junli He

The JAMHE Trust (the “Trust”)

Wilmington Trust Company (the “Trustee”)

 

Item 2(b). Address of Principal Business Office, or, if none, Residence:

Junli He

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

The JAMHE Trust

1100 N. Market Street

Wilmington, DE 19890

United States of America

Wilmington Trust Company

1100 N. Market Street

Wilmington, DE 19890

United States of America

 

Item 2(c). Citizenship:

Mr. Junli He is a U.S. citizen. The place of organization of the Trustee is 1100 N. Market Street, Wilmington, DE 19890, United States of America. The Trust is established under the laws of Delaware, United States of America.

 

Item 2(d). Title of Class of Securities:

Class B ordinary shares, par value US$0.00001 per share (the “Class B Ordinary Shares”)

 

Item 2(e). CUSIP No.:

109199109

CUSIP number 109199109 has been assigned to the ADSs of the issuer, which are quoted on the New York Stock Exchange under the symbol “BEDU.” Each ADS represents one Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

 

4

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

Not applicable

 

Item 4. Ownership

The following information with respect to the ownership of the Class B Ordinary Shares by each of the reporting persons is provided as of December 31, 2017:

 

Reporting Person    Amount
beneficially
owned:		     Percent of
class(1):		    

Sole power to

vote
or direct the

vote:

      Shared
power to
vote or to
direct the
vote:		      Sole power to
dispose or to
direct the
disposition of:		      Shared power
to dispose or
to direct the
disposition of:		  

Junli He

      7,410,000  (2)      7.4 %(3)      5,310,000        2,100,000        5,310,000        2,100,000  

Wilmington Trust Company as Trustee of The JAMHE Trust

      2,100,000       2.1 %(3)      0        2,100,000        0        2,100,000  

 

(1) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 100,000,000 Class B Ordinary Shares, outstanding as of December 31, 2017.
(2) Includes 5,310,000 Class B Ordinary Shares directly held by Mr. Junli He and 2,100,000 Class B Ordinary Shares held in Wilmington Trust Company as Trustee of The JAMHE Trust, which is an irrevocable discretionary trust established by Mr. Junli He.
(3) The 7,410,000 Class B Ordinary Shares held by Mr. Junli He and the 2,100,000 Class B Ordinary Shares held by Wilmington Trust Company as Trustee of The JAMHE Trust represent 6.3% and 1.8%, respectively, of the Issuer’s outstanding ordinary shares as a single class, being the sum of 17,250,000 Class A ordinary shares, par value US$0.00001 per share (the “Class A Ordinary Shares”) and 100,000,000 Class B Ordinary Shares, outstanding as of December 31, 2017, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to twenty votes and is convertible into one Class A Ordinary Share.

 

Item 5. Ownership of Five Percent or Less of a Class

Not applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

 

Item 8. Identification and Classification of Members of the Group

Not applicable

 

5

Item 9. Notice of Dissolution of Group

Not applicable

 

Item 10. Certifications

Not applicable

 

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2018

 

WILMINGTON TRUST COMPANY AS TRUSTEE OF THE JAMHE TRUST
By:  

/s/ Manyi Luo

Name:   Manyi Luo
Title:   Investment Adviser
JUNLI HE
By:  

/s/ Junli He

 

7

LIST OF EXHIBITS

Exhibit 99.1 – Joint Filing Agreement

 

8

EX-99.1 2 d508681dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares par value of $0.00001 per share of Bright Scholar Education Holdings Limited, a Cayman Islands company; and (ii) that this agreement be included as Exhibit 99.1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

[Execution page follows.]

IN WITNESS WHEREOF, the undersigned have executed this agreement.

Date: February 7, 2018

 

WILMINGTON TRUST COMPANY AS TRUSTEE OF THE JAMHE TRUST
By:  

/s/ Manyi Luo

Name:   Manyi Luo
Title:   Investment Advisor
JUNLI HE
By:  

/s/ Junli He