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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/18/22 Bright Scholar Education Hol… Ltd 20-F 8/31/21 183:17M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 2.76M
33: EX-4.100 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Shenzhen Elan
Education Training Co., Ltd. Dated August 31, 2021
34: EX-4.101 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Shouguang Feicui
Huafu Lelebao Kindergarten Dated April 21, 2021
35: EX-4.102 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Tianjin Wuqing
Ziquantingyuan Lelebao Kindergarten Dated February
24, 2021
36: EX-4.103 English Translation of Rights and Obligations HTML 57K
Assumption Letter Executed by Xianning Bright
Scholar Country Garden Bilingual School Dated June
8, 2021
37: EX-4.104 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Jiangxi Leti Culture
and Tourism Development Co., Ltd. Dated November
24, 2021
38: EX-4.105 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Tongxiang Wuzhen
Leti Camping Operation Management Co., Ltd. Dated
May 6, 2021
39: EX-4.106 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Jiangxi Leyan
Education Management Co., Ltd. Dated January 12,
2021
40: EX-4.107 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Jiangxi Jingrui
International Travel Agency Co., Ltd. Dated
January 12, 2021
41: EX-4.108 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Fuzhou Leti Camping
Operation Management Co., Ltd. Dated January 12,
2021
2: EX-4.69 English Translation of Supplemental Agreement to HTML 82K
the Exclusive Management Service and Business
Cooperation Agreement Among Zhuhai Bright Scholar,
Bgy Education Investment, Foshan Meiliang
Education Technology Co., Ltd
3: EX-4.70 English Translation of Equity Transfer Framework HTML 84K
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
4: EX-4.71 English Translation of Supplementary Power of HTML 57K
Attorney Granted by Ms. Meirong Yang Dated August
13, 2021
5: EX-4.72 English Translation of Supplementary Power of HTML 58K
Attorney Granted by Mr. Wenjie Yang Dated August
13, 2021
6: EX-4.73 English Translation of Power of Attorney Granted HTML 68K
by Foshan Meiliang Education Technology Co., Ltd.
Dated August 13, 2021
7: EX-4.74 English Translation of Power of Attorney Granted HTML 68K
by Foshan Zhiliang Education Technology Co., Ltd.
Dated August 13, 2021
8: EX-4.75 English Translation of Power of Attorney Granted HTML 67K
by Beijing Boteng Consulting Co., Ltd. Dated
August 13, 2021
9: EX-4.76 English Translation of Power of Attorney Granted HTML 66K
by Foshan Shangtai Education Technology Co., Ltd.
Dated August 13, 2021
10: EX-4.77 English Translation of Power of Attorney Granted HTML 65K
by Foshan Renliang Education Technology Co., Ltd.
Dated August 13, 2021
11: EX-4.78 English Translation of Power of Attorney Granted HTML 65K
by Foshan Yongliang Education Technology Co., Ltd.
Dated August 13, 2021
12: EX-4.79 English Translation of Equity Pledge Agreement HTML 98K
Among Zhuhai Bright Scholar, Ms. Meirong Yang and
Mr. Wenjie Yang, and Foshan Meiliang Education
Technology Co., Ltd. Dated August 13, 2021
13: EX-4.80 English Translation of Equity Pledge Agreement HTML 97K
Among Zhuhai Bright Scholar, Ms. Meirong Yang and
Mr. Wenjie Yang, and Foshan Zhiliang Education
Technology Co., Ltd. Dated August 13, 2021
14: EX-4.81 English Translation of Equity Pledge Agreement HTML 102K
Among Zhuhai Bright Scholar, Ms. Meirong Yang and
Mr. Wenjie Yang, and Beijing Boteng Consulting
Co., Ltd. Dated August 13, 2021
15: EX-4.82 English Translation of Equity Pledge Agreement HTML 96K
Among Zhuhai Bright Scholar, Ms. Meirong Yang and
Mr. Wenjie Yang, and Beijing Foshan Shangtai
Education Technology Co., Ltd. Dated August 13,
2021
16: EX-4.83 English Translation of Equity Pledge Agreement HTML 96K
Among Zhuhai Bright Scholar, Ms. Meirong Yang and
Mr. Wenjie Yang, and Beijing Foshan Renliang
Education Technology Co., Ltd. Dated August 13,
2021
17: EX-4.84 English Translation of Equity Pledge Agreement HTML 96K
Among Zhuhai Bright Scholar, Ms. Meirong Yang and
Mr. Wenjie Yang, and Beijing Foshan Yongliang
Education Technology Co., Ltd. Dated August 13,
2021
18: EX-4.85 English Translation of Exclusive Call Option HTML 106K
Agreement Among Zhuhai Bright Scholar, Ms. Meirong
Yang and Mr. Wenjie Yang, and Foshan Meiliang
Education Technology Co., Ltd. Dated August 13,
2021
19: EX-4.86 English Translation of Exclusive Call Option HTML 119K
Agreement Among Zhuhai Bright Scholar, Ms. Meirong
Yang and Mr. Wenjie Yang, and Foshan Zhiliang
Education Technology Co., Ltd. Dated August 13,
2021
20: EX-4.87 English Translation of Exclusive Call Option HTML 107K
Agreement Among Zhuhai Bright Scholar, Ms. Meirong
Yang and Mr. Wenjie Yang, and Beijing Boteng
Consulting Co., Ltd. Dated August 13, 2021
21: EX-4.88 English Translation of Exclusive Call Option HTML 112K
Agreement Among Zhuhai Bright Scholar, Ms. Meirong
Yang and Mr. Wenjie Yang, and Foshan Shangtai
Education Technology Co., Ltd. Dated August 13,
2021
22: EX-4.89 English Translation of Exclusive Call Option HTML 103K
Agreement Among Zhuhai Bright Scholar, Ms. Meirong
Yang and Mr. Wenjie Yang, and Foshan Renliang
Education Technology Co., Ltd. Dated August 13,
2021
23: EX-4.90 English Translation of Exclusive Call Option HTML 104K
Agreement Among Zhuhai Bright Scholar, Ms. Meirong
Yang and Mr. Wenjie Yang, and Foshan Yongliang
Education Technology Co., Ltd. Dated August 13,
2021
24: EX-4.91 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Aijia Education
Training (Shanghai) Co., Ltd. Dated May 20, 2021
25: EX-4.92 English Translation of Rights and Obligations HTML 57K
Assumption Letter Executed by Anqiu Lelebao
Kindergarten Dated April 14, 2021
26: EX-4.93 English Translation of Rights and Obligations HTML 57K
Assumption Letter Executed by Beijing Bright
Scholar Education Consulting Limited Co., Ltd.
Dated August 31, 2021
27: EX-4.94 English Translation of Rights and Obligations HTML 57K
Assumption Letter Executed by Beijing Chaoyang
Bright Scholar Training School Dated August 31,
2021
28: EX-4.95 English Translation of Rights and Obligations HTML 57K
Assumption Letter Executed by Guangzhou Elan
Education Consulting Co., Ltd. Dated August 31,
2021
29: EX-4.96 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Henan Lelebao
Education Consulting Management Co. Ltd. Dated May
21, 2021
30: EX-4.97 English Translation of Rights and Obligations HTML 57K
Assumption Letter Executed by Jurong Lelebao
Yunxiyuan Kindergarten Dated May 21, 2021
31: EX-4.98 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Shanghai Xinghanhai
Education Technology Co., Ltd. Dated August 31,
2021
32: EX-4.99 English Translation of Rights and Obligations HTML 56K
Assumption Letter Executed by Shanghai Yuhanlin
Education Technology Co., Ltd. Dated August 31,
2021
42: EX-8.1 List of Subsidiaries and Affiliated Entities of HTML 97K
the Registrant
45: EX-13.1 Annual or Quarterly Report to Security Holders HTML 60K
46: EX-13.2 Annual or Quarterly Report to Security Holders HTML 57K
43: EX-12.1 Statement re: the Computation of Ratios HTML 68K
44: EX-12.2 Statement re: the Computation of Ratios HTML 61K
47: EX-15.1 Consentof Junhe LLP HTML 57K
48: EX-15.2 Consent of Deloitte Touche Tohmatus Certified HTML 55K
Public Accountants LLP
54: R1 Document And Entity Information HTML 132K
55: R2 Consolidated Balance Sheets HTML 261K
56: R3 Consolidated Balance Sheets (Parentheticals) HTML 112K
57: R4 Consolidated Statements of Operations HTML 156K
58: R5 Consolidated Statements of Comprehensive Income HTML 91K
59: R6 Consolidated Statements of Shareholders' Equity HTML 171K
60: R7 Consolidated Statements of Cash Flows HTML 228K
61: R8 Consolidated Statements of Cash Flows HTML 61K
(Parentheticals)
62: R9 Organization and Principal Activities HTML 113K
63: R10 Summary of Significant Accounting Policies HTML 195K
64: R11 Discontinued Operations HTML 99K
65: R12 Business Combination HTML 76K
66: R13 Short-Term Investments HTML 60K
67: R14 Other Receivables, Deposits and Other Assets HTML 67K
68: R15 Property and Equipment, Net HTML 66K
69: R16 Intangible Assets, Net HTML 65K
70: R17 Long-Term Investments HTML 68K
71: R18 Goodwill HTML 71K
72: R19 Bond Payable HTML 62K
73: R20 Accrued Expenses and Other Current Liabilities HTML 67K
74: R21 Short-Term and Long-Term Loans HTML 66K
75: R22 Leases HTML 75K
76: R23 Share Capital HTML 67K
77: R24 Revenue HTML 74K
78: R25 Share-Based Compensation HTML 83K
79: R26 Income Tax Expense HTML 101K
80: R27 Earnings (Loss) Per Share HTML 69K
81: R28 Related Party Transactions HTML 125K
82: R29 Commitments and Contingencies HTML 63K
83: R30 Non-Controlling Interests HTML 98K
84: R31 Segment Information HTML 90K
85: R32 Contribution Plan HTML 60K
86: R33 Statutory Reserves and Restricted Net Assets HTML 66K
87: R34 Cash and Cash Equivalents and Restricted Cash HTML 63K
88: R35 Subsequent Events HTML 60K
89: R36 Schedule 1-Condensed Financial Statement of Bright HTML 127K
Scholar Education Holdings Limited
90: R37 Accounting Policies, by Policy (Policies) HTML 269K
91: R38 Organization and Principal Activities (Tables) HTML 104K
92: R39 Summary of Significant Accounting Policies HTML 95K
(Tables)
93: R40 Discontinued Operations (Tables) HTML 101K
94: R41 Business Combination (Tables) HTML 69K
95: R42 Other Receivables, Deposits and Other Assets HTML 66K
(Tables)
96: R43 Property and Equipment, Net (Tables) HTML 64K
97: R44 Intangible Assets, Net (Tables) HTML 64K
98: R45 Long-Term Investments (Tables) HTML 71K
99: R46 Goodwill (Tables) HTML 69K
100: R47 Accrued Expenses and Other Current Liabilities HTML 66K
(Tables)
101: R48 Leases (Tables) HTML 77K
102: R49 Revenue (Tables) HTML 70K
103: R50 Share-Based Compensation (Tables) HTML 80K
104: R51 Income Tax Expense (Tables) HTML 93K
105: R52 Earnings (Loss) Per Share (Tables) HTML 68K
106: R53 Related Party Transactions (Tables) HTML 122K
107: R54 Commitments and Contingencies (Tables) HTML 61K
108: R55 Non-Controlling Interests (Tables) HTML 96K
109: R56 Segment Information (Tables) HTML 88K
110: R57 Statutory Reserves and Restricted Net Assets HTML 62K
(Tables)
111: R58 Cash and Cash Equivalents and Restricted Cash HTML 61K
(Tables)
112: R59 Schedule 1-Condensed Financial Statement of Bright HTML 125K
Scholar Education Holdings Limited (Tables)
113: R60 Organization and Principal Activities (Details) - HTML 137K
?Schedule of principal subsidiaries and VIE
subsidiaries and schools
114: R61 Summary of Significant Accounting Policies HTML 139K
(Details)
115: R62 Summary of Significant Accounting Policies HTML 218K
(Details) - Schedule of amounts and balances of
BGY education investment
116: R63 Summary of Significant Accounting Policies HTML 85K
(Details) - Schedule of property and equipment
depreciation on straight-line basis
117: R64 Summary of Significant Accounting Policies HTML 71K
(Details) - Schedule of intangible asset classes
for amortization periods
118: R65 Discontinued Operations (Details) HTML 69K
119: R66 Discontinued Operations (Details) - Schedule of HTML 159K
reconciliation of the carrying amounts of the
major classes of assets and liabilities from the
discontinued operations
120: R67 Discontinued Operations (Details) - Schedule of HTML 66K
reconciliation of the carrying amounts of the
major classes of assets and liabilities from the
discontinued operations (Parentheticals)
121: R68 Discontinued Operations (Details) - Schedule of HTML 115K
reconciliation of the major classes of income and
losses from discontinued operations in the
consolidated statements of operations and
comprehensive loss
122: R69 Discontinued Operations (Details) - Schedule of HTML 67K
cash flow information for discontinued operations
123: R70 Business Combination (Details) HTML 92K
124: R71 Business Combination (Details) - ?Schedule of HTML 93K
purchase price allocation
125: R72 Business Combination (Details) - ?Schedule of pro HTML 67K
forma information
126: R73 Short-Term Investments (Details) HTML 62K
127: R74 Other Receivables, Deposits and Other Assets HTML 69K
(Details)
128: R75 Other Receivables, Deposits and Other Assets HTML 82K
(Details) - ?Schedule of other receivables,
deposits and other assets
129: R76 Property and Equipment, Net (Details) HTML 61K
130: R77 Property and Equipment, Net (Details) - ?Schedule HTML 82K
of property and equipment, Net
131: R78 Intangible Assets, Net (Details) HTML 75K
132: R79 Intangible Assets, Net (Details) - Schedule of HTML 79K
?intangible assets, net
133: R80 Long-Term Investments (Details) HTML 96K
134: R81 Long-Term Investments (Details) - Schedule of HTML 75K
?long-term investments
135: R82 Goodwill (Details) HTML 70K
136: R83 Goodwill (Details) - ?Schedule of table summarizes HTML 79K
the change in the carrying amount of goodwill by
segment
137: R84 Bond Payable (Details) HTML 91K
138: R85 Accrued Expenses and Other Current Liabilities HTML 92K
(Details) - Schedule of ?accrued expenses and
other current liabilities
139: R86 Short-Term and Long-Term Loans (Details) HTML 90K
140: R87 Leases (Details) HTML 58K
141: R88 Leases (Details) - ?Schedule of supplemental HTML 67K
balance sheet information related to the operating
leases
142: R89 Leases (Details) - ?Schedule of components of HTML 64K
lease costs of these operating leases
143: R90 Leases (Details) - ?Schedule of supplemental cash HTML 63K
flow information related to the operating leases
144: R91 Leases (Details) - ?Schedule of maturities of the HTML 73K
operating lease liabilities
145: R92 Share Capital (Details) HTML 117K
146: R93 Revenue (Details) - ?Schedule of disaggregation of HTML 85K
revenue
147: R94 Revenue (Details) - ?Schedule of contract balances HTML 65K
148: R95 Share-Based Compensation (Details) HTML 90K
149: R96 Share-Based Compensation (Details) - ?Schedule of HTML 76K
assumptions used in determining fair value of
share options
150: R97 Share-Based Compensation (Details) - ?Schedule of HTML 120K
share option movements
151: R98 Income Tax Expense (Details) HTML 114K
152: R99 Income Tax Expense (Details) - ?Schedule of income HTML 78K
tax expense
153: R100 Income Tax Expense (Details) - ?Schedule of HTML 72K
deferred tax assets and liabilities
154: R101 Income Tax Expense (Details) - ?Schedule of HTML 66K
movement in valuation allowance
155: R102 Income Tax Expense (Details) - ?Schedule of HTML 85K
reconciliation between provision for income taxes
156: R103 Earnings (Loss) Per Share (Details) HTML 59K
157: R104 Earnings (Loss) Per Share (Details) - ?Schedule of HTML 76K
earnings per share
158: R105 Related Party Transactions (Details) HTML 82K
159: R106 Related Party Transactions (Details) - Schedule of HTML 123K
major related parties and their relationships with
the group
160: R107 Related Party Transactions (Details) - Schedule of HTML 91K
transactions with related parties
161: R108 Related Party Transactions (Details) - Schedule of HTML 137K
amounts owed from and to related parties
162: R109 Commitments and Contingencies (Details) - HTML 62K
?Schedule of future minimum capital commitments
under non-cancelable contracts
163: R110 Non-Controlling Interests (Details) HTML 64K
164: R111 Non-Controlling Interests (Details) - ?Schedule of HTML 126K
changes in non-controlling interests
165: R112 Segment Information (Details) HTML 60K
166: R113 Segment Information (Details) - ??Schedule of HTML 85K
revenue and operating results by segments
167: R114 Segment Information (Details) - ?Schedule of total HTML 71K
revenues
168: R115 Segment Information (Details) - ?Schedule of HTML 69K
long-lived assets including property and
equipment, net, land use rights, net and operating
and finance lease right-of-use assets
169: R116 Contribution Plan (Details) HTML 62K
170: R117 Statutory Reserves and Restricted Net Assets HTML 64K
(Details)
171: R118 Statutory Reserves and Restricted Net Assets HTML 69K
(Details) - ?Schedule of restricted net asset
include paid-in capital, additional paid-in
capital, the statutory reserves and the retained
earnings
172: R119 Cash and Cash Equivalents and Restricted Cash HTML 66K
(Details) - ?Schedule of consolidated statements
of cash flows
173: R120 Subsequent Events (Details) HTML 59K
174: R121 Schedule 1-Condensed Financial Statement of Bright HTML 60K
Scholar Education Holdings Limited (Details)
175: R122 Schedule 1-Condensed Financial Statement of Bright HTML 177K
Scholar Education Holdings Limited (Details) -
Schedule of Balance Sheet
176: R123 Schedule 1-Condensed Financial Statement of Bright HTML 67K
Scholar Education Holdings Limited (Details) -
Schedule of Balance Sheet (Parentheticals)
177: R124 Schedule 1-Condensed Financial Statement of Bright HTML 94K
Scholar Education Holdings Limited (Details) -
Schedule of Statements of Operations and
Comprehensive Income
178: R125 Schedule 1-Condensed Financial Statement of Bright HTML 131K
Scholar Education Holdings Limited (Details) -
Schedule of Statements of Cash Flows
181: XML IDEA XML File -- Filing Summary XML 312K
179: XML XBRL Instance -- f20f2021_brightscholar_htm XML 3.64M
180: EXCEL IDEA Workbook of Financial Reports XLSX 214K
50: EX-101.CAL XBRL Calculations -- bedu-20210831_cal XML 218K
51: EX-101.DEF XBRL Definitions -- bedu-20210831_def XML 1.68M
52: EX-101.LAB XBRL Labels -- bedu-20210831_lab XML 3.16M
53: EX-101.PRE XBRL Presentations -- bedu-20210831_pre XML 1.67M
49: EX-101.SCH XBRL Schema -- bedu-20210831 XSD 548K
182: JSON XBRL Instance as JSON Data -- MetaLinks 707± 1.03M
183: ZIP XBRL Zipped Folder -- 0001213900-22-002381-xbrl Zip 831K
Exhibit 4.83
Equity Interest Pledge Agreement
(English translation)
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of the date of August 13, 2021 by and between the following parties in Foshan, the People’s Republic of China (the “PRC”):
| Party A: | Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd., a wholly foreign-owned enterprise duly established and validly registered under the laws of the PRC, whose unified social credit code is 91440400MA4W6P9G26 and whose registered address is Suite 1402-A, No. 128 Xingsheng First Road, Hengqin New Area, Zhuhai. |
| Party B: | Meirong Yang, P.R.C. citizen, Identity Number: |
| Wenjie Yang, P.R.C. citizen, Identity Number: |
| Party C: | Foshan Renliang Education Technology Co., Ltd., a company with limited liabilities duly established and validly registered under the laws of the PRC, whose unified social credit code is 91440606 MA56YJ5HX8 and whose registered address is at F5-11, 5/F, Country Garden Center, No.1 Country Garden Avenue, Beijiao Country Garden Community, Shunde District, Foshan City, Guangdong Province (address declared) |
(Each of Party A, Party B and Party C, a “Party”, and collectively, the “Parties”.)
WHEREAS,
| (1) | Party A, Party B and Party C and Party C’s subsidiaries and/or subsidiary schools (the “Party C Subsidiaries”) have executed the agreements listed in Appendix I (the “Main Agreements”); |
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| (2) | Party B collectively owns 100% of the equity interests of Party C in total, and Party B plans to pledge the equity interest in Party C it owns to Party A unconditionally, as a security for the performance of the obligations by Party B, Party C and Party C Subsidiaries under the Main Agreements, and Party A agrees to accept such security (the “Pledge”). |
NOW THEREFORE, Party A, Party B and Party C through mutual negotiations hereby enter into this Agreement based upon the following terms:
| 1. | Pledge |
Party B agrees to pledge its equity interests in Party C (the “Pledged Equity Interests”) to Party A unconditionally and irrevocably, as a security for the performance of the obligations by Party B, Party C and Party C Subsidiaries under the Main Agreements.
| 2. | Scope of Pledge |
The scope of the Pledge under this Agreement includes all obligations of Party B, Party C and Party C Subsidiaries under the Main Agreements (including but not limited to any amounts, assets, penalties, damages etc. payable but not paid to Party A), any fees for exercising the creditor’s rights and the Pledge right, and any other related expenses, and shall not be limited to the amounts of secured creditor’s right as recorded in Industrial and Commercial authority.
| 3. | Term and Dissolution of Pledge |
| 3.1 | The Pledge under this Agreement shall be effective from the date of registration of the Pledge with competent Industrial and Commercial authorities to the date on which the Main Agreements are completely performed, invalidated, or terminated (the later date shall prevail). During the term of Pledge, if Party B, Party C, and any of Party C Subsidiaries fail to perform any of their obligations under the Main Agreements, or in case of occurrence of any of the events provided in Article 6.1, Party A is entitled but not obligated to dispose the Pledged Equity Interests in accordance with the provisions of this Agreement. |
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| 3.2 | When all Main Agreements are entirely performed or terminated or become invalid (the later date shall prevail) and Party B, Party C and any of Party C Subsidiaries fully and entirely perform obligations under Main Agreements and pay off all secured debts, Party A shall rescind the Pledge under this Agreement according to Party B’s request, and assist Party B to deregister the Pledge recorded in Shareholders’ Book of Party C and registered with the competent Industrial and Commercial authority. All fees and expenses arising from such deregistration of the Pledge shall be borne by Party C. |
| 4. | Registration of Pledge and Retention of Equity Interest Record |
| 4.1 | Party B and Party C undertake that, Party B and Party C shall: (i) on the date of the execution of the Agreement, record the Pledge under this Agreement on the Shareholders’ Book of Party C according to Appendix II and the Shareholders’ Book with the Pledge recorded shall be kept by Party A; and (ii) within thirty (30) business days after the execution of this Agreement or other practically shortest period, register the Pledged Equity Interests with relevant Industrial and Commercial authority and obtain evidencing documents of such registration. Without limitation to any provision of this Agreement, during the effective period of this Agreement the Shareholders’ Book of Party C shall always be in the custody of Party A or any agent designated by Party A, unless any necessary registration or alteration procedures are required to be fulfilled in the operation of Party C or Party C’s Subsidiaries. |
| 4.2 | Party B and Party C further undertake that after the execution of this Agreement, Party B may make capital increase to Party C with the prior consent of Party A provided that any capital increase by Party B to Party C constitutes an integrated part of the Pledged Equity Interests of this Agreement. Party B and Party C shall make necessary modification to the Shareholders’ Book and capital contribution of relevant companies and conduct the pledge registration procedures according to Article 4.1 after the completion of the relevant capital increase. |
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| 4.3 | All fees and expenses related to this Agreement, including but not limited to registration fee, cost, stamp tax or any other taxes, expenses shall be borne by Party A according to relevant laws and regulations. |
| 4.4 | During the term of Pledge stipulated by this Agreement, Party B shall deliver the capital contribution certificate to Party A within one (1) week after the execution of this Agreement. Party A shall keep the capital contribution certificate within the entire term of Pledge. Within the term of Pledge, Party A is entitled to collect the dividends of the Pledged Equity Interests. |
| 5. | Covenants and Warranties of Party B and Party C |
Party B and Party C hereby jointly and severally covenant and warrant to Party A as follows:
| 5.1 | Party B is the lawful owner of the Pledged Equity Interests and there is no dispute or potential dispute concerning the ownership of such equity interests. Party B has the right to dispose such equity interests or any part thereof without any restrictions by any third party. |
| 5.2 | Except for the Pledge provided hereunder and in the Exclusive Call Option Agreement executed by relevant parties, Party B has not established any other pledge or other interests of any third party over the Pledged Equity Interests. |
| 5.3 | Party B and Party C fully understand the contents of this Agreement and the execution of the Agreement by Party B and Party C is based on true and free will. Party B and Party C have taken all necessary measures and obtained all necessary internal authorization to execute and perform this Agreement, signed all necessary documents and obtained all approvals and consents from the government and third party (if applicable) to make sure the Pledge under the Agreement is lawful and valid. |
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| 5.4 | Either the execution of this Agreement or the performance of obligations under this Agreement will not (i) conflict with, breach or violate any applicable PRC law,(ii) conflict with any organizational documents of Party C, (iii) conflict with, breach or violate any contract, document to which it is a Party or it is bound with; (iv) violate any license or permit granted to it and/or violate any condition to maintain the validity of any license or permit granted to it; or (v) cause any license or permit granted to it be terminated, rescinded or have conditions imposed. |
| 5.5 | During the effective period of this Agreement, Party B shall not transfer or assign the Pledged Equity Interests, authorize any rights relating to the Pledged Equity Interests to any third party, or create or permit to be created any security or other interests which may have an adverse effect on the rights or benefits of the Party A without prior written consent of Party A. |
| 5.6 | During the effective period of this Agreement, Party B and Party C shall abide by and implement all relevant PRC laws and regulations concerning the pledge of rights, and in the event Party B and Party C receive any notice, order or suggestion from competent authorities concerning the Pledged Equity Interests and/or the Pledge hereunder, Party B and Party C shall timely notify and show Party A of such notice or order within five (5) business days upon receipt thereof. |
| 5.7 | Party B and Party C shall not conduct or permit to be conducted anything that shall damage the value of the Pledged Equity Interests or the Pledge right of Party A. Party B and Party C shall notify Party A of any events that may influence the value of the Pledged Equity Interests or the Pledge right of Party A within five (5) business days after its knowledge of such events. |
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| 5.8 | The Pledge under this Agreement shall remain fully effective during the effective period of the Agreement, and shall not be influenced by liquidation, lost of capacity, change of organization or status, any capital offset among the Parties or any other events. |
| 5.9 | For the purpose of performance of this Agreement, Party A is entitled to dispose the Pledged Equity Interests in accordance with the provision of this Agreement. Party A’s exercise of such right shall not be interrupted or jeopardized by Party B and Party C, their successors or agents, or any other persons by way of legal proceedings. |
| 5.10 | In order to ensure and consummate the security provided by this Agreement over the obligations of Party B, Party C and Party C Subsidiaries under the Main Agreements, Party B and Party C shall faithfully sign and cause any third party who is beneficially related to the Pledged Equity Interests to sign all certificates and agreements in connection with the performance of the Agreement, and/or cause such third party to take any measures required by Party A and provide convenience to Party A concerning the exercise of the Pledge right hereunder. |
| 5.11 | In order to protect the interests of Party A, Party B and Party C shall abide by and perform all warranties, covenants, agreements, representations and conditions. In the event Party B and/or Party C failed to do so and resulted in damages to Party A, Party B and/or Party C shall indemnify Party A for all of such damages and losses. |
| 6. | Events of Default and Exercise of the Pledge Right |
| 6.1 | In case of any of the following events (“Events of Default”) which shall be permitted by relevant PRC’s laws and regulations, Party A may require Party B or Party C to perform all the obligations under this Agreement and the Pledge rights under the Agreement may be exercised immediately: |
| (a) | Party B or Party C violates its covenants and warranties under this Agreement, or any covenants and warranties made by Party B in this Agreement are seriously untrue; |
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| (b) | Party B, Party C or Party C Subsidiaries violate any of its obligations or covenants and warranties under the Main Agreements, or any covenants and warranties made by Party B or Party C in the Main Agreements are seriously untrue; |
| (c) | Any obligation of Party B or Party C or Party C Subsidiaries under this Agreement is regarded as illegal or void; |
| (d) | The termination of business or dissolution of Party C or its Subsidiaries, or the termination of business, dissolution or bankruptcy of Party C or its Subsidiaries by any order; |
| (e) | Party B and/or Party C and/or Party C Subsidiaries are involved in any disputes, litigations, arbitrations, administrative procedures or any other legal procedures or administrative query, actions or investigations that deemed reasonably to have material adverse effect on the following events: (i) the capacity of Party B to perform its obligations under this Agreement or the Main Agreements, or (ii) the capacity of Party C or any of its Subsidiaries to perform its obligations under this Agreement or the Main Agreements; |
| (f) | Any other events of the disposal of the Pledged Equity Interest according to applicable laws and regulations. |
| 6.2 | In case of any of the aforesaid Events of Default, Party A or the third party designated by Party C may exercise its Pledge right by purchasing, designating any other party to purchase, auctioning, or selling all or part of the Pledged Equity Interests. Party A may exercise such Pledge right without exercising any other security rights, or take any other measures or proceedings or take any other action for remedies of breach of this Agreement against Party B and/or Party C any other parties. |
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| 6.3 | Upon request by Party A, Party B and Party C shall take all the lawful and appropriate measures to ensure the exercise of the Pledge right by Party A. For such purpose, Party B and Party C shall sign all appropriate documents and materials, and take all proper measures requested by Party A. |
| 7. | Transfer or Assignment |
| 7.1 | Party B and Party C have no right to transfer or assign the rights and obligations under this Agreement without the prior written consent from Party A, except that Party A acquires the Pledged Equity Interests directly or indirectly according to the Exclusive Call Option Agreement. |
| 7.2 | The Agreement shall be binding upon the Party B and its successors and be effective upon Party A and its successors and assignees. |
| 7.3 | Party A may transfer or assign all and any of its rights and obligations under the Main Agreements to any person (natural or legal person) it designates. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of Party A as if the assignee is a party hereto. Upon Party A’s transfer or assignment of the rights and obligations under the Main Agreements and at Party A’s request, Party B and/or Party C or any of Party C Subsidiaries shall execute relevant agreements and/or documents with respect to such transfer or assignment, including but not limited to executing a new equity interest agreements, the format and contents of which shall be the same with this Agreement, with the assignee. |
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| 7.4 | Subsequent to an assignment or transfer by Party A, the new parties to the Pledge shall re-execute a pledge contract. Party B and Party C shall provide assistance to the assignee with respect to the registration procedures of the Pledge. |
| 8. | Confidentiality |
This Agreement and all clauses hereof shall be confidential information and shall not be disclosed to any third party except for high-ranking officers, directors, employees, agents or professional consultants of the Parties or their affiliates. This clause shall not apply in the event parties hereto are required by relevant laws or regulations or relevant Securities Transaction Authorities to disclose information relating to this Agreement to any governmental authorities, the public or the shareholders, or file this Agreement with relevant authorities for record.
This clause shall survive any modification, dissolution, or termination of this Agreement.
| 9. | Liabilities for Breach of Agreement |
| 9.1 | In the event any Party failed to perform any of its obligations under this Agreement, or made any untrue or inaccurate representations or warranties, such Party shall be liable for all the losses of other Parties for breach of the Agreement. This Article 9 shall not influence any other right of Party A under this Agreement. |
| 9.2 | This Article 9 shall survive any modification, recession or termination of this Agreement |
| 10. | Force Majeure |
Force Majeure means any event that cannot be anticipated at the time of the execution of the Agreement, and the occurrence of which cannot be avoided, controlled or conquered by any party of the Agreement, including but not limited to earthquake, typhoon, flood, fire, boycott, war or rebellion, epidemics (including relevant administrative measures and government actions), changes of existing laws, regulations and policies, etc.
The Party suffering such Force Majeure shall (i) notify the other parties by telegram, facsimile or other electronic means immediately after the occurrence of such Force Majeure and shall provide written documents evidencing the occurrence of such Force Majeure within fifteen (15) business days; (ii) in every instance, to the extent reasonable and lawful under the circumstances, use its best efforts to mitigate or remove the effect of such Force Majeure, and continue its performance of the Agreement after such effect is mitigated or removed.
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| 11. | Change of Parties |
In the event that Party B no longer possesses any shares of Party C, Party B shall no longer be deemed as a party of this Agreement. In the event that any third party becomes a shareholder of Party C, Party A and Party C shall make effort to cause such third party executing relevant legal documents and becoming one of Party B of this Agreement.
| 12. | Termination |
Party B and/or Party C shall not terminate this Agreement without written consent of Party A.
Unless this Agreement is terminated subject to this Article 12, provided that Party B and Party C fully and completely perform all obligations under this Agreement and pay off all secured debts, Party A shall terminate the Pledge under this Agreement as soon as reasonable as required by Party B and coordinate with Party B to deregister recording of the Pledge in the Shareholders’ Book of Party C and complete the deregistration process with Industrial and Commercial authority.
| 13. | Miscellaneous |
| 13.1 | This Agreement and any related matters shall be governed by and construed in accordance with the PRC laws. All disputes arising out of or in connection with this Agreement shall be conciliated friendly by and between the Parties. When the disputes could not be solved by conciliation, such disputes may be submitted to the China International Economic and Trade Arbitration Commission by any Party and shall be finally settled under the Rules of Arbitration of the China International Economic and Trade Arbitration Commission by arbitrators appointed in accordance with rules then effective of such arbitration. The arbitration award shall be final. The place of arbitration shall be in Beijing. The language used in arbitration shall be Chinese. The Parties hereto shall continue to perform their obligations and exercise their rights hereunder except for those in dispute. The validity of this Article 13.1 shall not be influenced by the modification, rescission and termination of this Agreement. |
| 13.2 | This Agreement becomes effective on the date of execution by all Parties and the Pledge hereunder are established on the date of the registration of such Pledge with the competent Industrial and Commercial authority. Unless Party A exercises the Pledge right according to this Agreement during the effective term of this Agreement, this Agreement terminates when all the obligations under the Main Agreements are completely fulfilled, or becomes invalid, or terminated, or when any written agreements concerning the termination of this Agreement is reached by the Parties (the later date shall prevail). |
| 13.3 | This Agreement shall be performed within the scope stipulated by laws. In the event any article or any part of an article of this Agreement is deemed as illegal, invalid or unenforceable by any competent authority or court, such illegality, invalidity or unenforceability shall not affect the validitly of other articles of this Agreement or other part of such article. Parties shall make their best effort to modify such illegal, invalid or unenforceable articles to achieve the purpose of the original articles. |
| 13.4 | This Agreement is made in Chinese and executed in six (6) counterparts, and each of Party A, Party B and Party C holds one counterpart, the rest ones shall be submitted to relevant Industrial and Commercial authorities for filing and registration or kept by Party A. |
| 13.5 | Upon the execution of this Agreement, this Agreement shall supersede and replace any promise, memorandum, agreement and any other document concerning the matters involved in this Agreement. |
| 13.6 | Any modification of this Agreement shall be made in a written form and shall only become effective upon the signature by all Parties of the Agreement. |
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IN WITNESS WHEREOF, the Parties have caused this Equity Interest Pledge Agreement to be executed as of the date first above written.
Party A: Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd.
(Seal) Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd. Affixed
| By: | /s/ Meirong Yang | |
| Name: | Meirong Yang | |
| Title: | Legal Representative |
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IN WITNESS WHEREOF, the Parties have caused this Equity Interest Pledge Agreement to be executed as of the date first above written.
Party B: Meirong Yang
| By: | /s/ Meirong Yang | |
| Name: | Meirong Yang |
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IN WITNESS WHEREOF, the Parties have caused this Equity Interest Pledge Agreement to be executed as of the date first above written.
Party B: Wenjie Yang
| By: | /s/ Wenjie Yang | |
| Name: | Wenjie Yang |
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IN WITNESS WHEREOF, the Parties have caused this Equity Interest Pledge Agreement to be executed as of the date first above written.
Party C: Foshan Renliang Education Technology Co., Ltd.
(Seal) Foshan Renliang Education Technology Co., Ltd. Affixed
| By: | /s/ Meirong Yang | |
| Name: | Meirong Yang | |
| Title: | Legal Representative |
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Appendix I List of Main Agreements
| 1. | Exclusive Call Option Agreement entered into by and among Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd., Meirong Yang, Wenjie Yang, and Foshan Renliang Education Technology Co., Ltd., as of August 13, 2021 |
| 2. | Supplemental Agreement to the Exclusive Management Services and Business Cooperation Agreement entered into by and among Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd., Meirong Yang, Wenjie Yang, and Foshan Renliang Education Technology Co., Ltd., and other relevant parties as of August 13, 2021 |
| 3. | Supplementary Power of Attorney executed by Meirong Yang as of August 13, 2021 |
| 4. | Supplementary Power of Attorney executed by Wenjie Yang as of August 13, 2021 |
| 5. | Power of Attorney executed by Foshan Renliang Education Technology Co., Ltd. as of August 13, 2021 |
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Appendix II Shareholders’ Book
Shareholders’ Book of Foshan Renliang Education Technology Co., Ltd.
| Name of Shareholders |
Amounts of Capital Contribution (RMB) |
Proportion of Capital Contribution |
Equity Interest Pledge
|
| Meirong Yang | 950,000 | 95% | the 95% equity interest has been pledged to Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd. |
| Wenjie Yang | 50,000 | 5% | the 5% equity interest has been pledged to Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd. |
Company: Foshan Renliang Education Technology Co., Ltd.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/18/22 | |||
| For Period end: | 8/31/21 | NT 20-F | ||
| 8/13/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/02/24 Bright Scholar Education Hol… Ltd 20-F 8/31/23 143:13M EdgarAgents LLC/FA 6/21/23 Bright Scholar Education Hol… Ltd 20-F 8/31/22 147:16M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/20 Bright Scholar Education Hol… Ltd 20-F 8/31/20 171:21M Toppan Merrill/FA 12/23/19 Bright Scholar Education Hol… Ltd 20-F 8/31/19 139:23M Toppan Merrill/FA 12/14/18 Bright Scholar Education Hol… Ltd 20-F 8/31/18 146:13M Donnelley … Solutions/FA 12/07/17 Bright Scholar Education Hol… Ltd 20-F 8/31/17 125:19M ActiveDisclosure/FA 5/05/17 Bright Scholar Education Hol… Ltd F-1/A 4:5.6M Donnelley … Solutions/FA 4/18/17 Bright Scholar Education Hol… Ltd F-1 24:6.5M Donnelley … Solutions/FA |