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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 4.88
Exclusive Call Option Agreement
(English translation)
This Exclusive Call Option Agreement (this “Agreement”) is entered into as of the date of August 13, 2021 by and between the following Parties in Shunde District, Foshan City, the People’s Republic of China (the “PRC”):
| Party A: | Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd., a wholly foreign-owned enterprise duly organized 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 Shangtai Education Technology Co., Ltd., a limited liability company duly organized and validly registered under the laws of the PRC whose Unified Social Credit Code is 91440606MA56YR0W26 and whose registered address is F5-06, 5/F, Country Garden Center, No. 1 Country Garden Avenue, Country Garden Community, Beijing Jiao Town, Shunde District, Foshan City, Guangdong Province (address declared) |
(Party A, Party B and Party C shall be referred to individually as a “Party”, and collectively as the “Parties”.)
WHEREAS:
Party B collectively owns 100% equity interests of Party C. Regarding the purchase of equity interests of Party C by Party A or a third party designated by Party A, the Parties through friendly negotiations intend to enter into this Agreement.
NOW THEREFORE, the Parties through mutual negotiations agree as follows:
| 1. | Exclusive Purchase Right |
| 1.1 | Upon the execution of this Agreement, subject to the following conditions, Party A may require at any time Party B (subject to the specific requirements by Party A) to transfer any or all of the 100% equity interest in Party C held by Party B (“Equity Interest”) in the consideration provided in Section 3 of this Agreement, and Party B shall transfer the Equity Interest to Party A or the third party designated by Party A according to the requirements by Party A: |
| (1) | Party A or the third party designated by Party A is permitted to hold any or all of the Equity Interest under the PRC laws; or |
| (2) | Subject to the PRC laws, any other circumstances as Party A deems appropriate or necessary. |
Party A’s right to purchase the Equity Interest provided under this Agreement shall be exclusive, unconditional and irrevocable.
| 1.2 | The Parties hereby agree that subject to the terms and condition of this Agreement and without violating the PRC laws, Party A may, at its option, exercise any or all of the right to purchase the Equity Interest and acquire any or all Equity Interest. The Parties further agree that the time, method, amount and frequency of Party A to exercise its right to purchase the Equity Interest shall not be limited. |
C:
C: 1
| 1.3 | The Parties hereby agree that subject to the terms and conditions of this Agreement and without violating the PRC laws, Party A may designate any third party to acquire any or all of the Equity Interest. Unless expressly prohibited by the PRC laws, Party B shall not refuse to transfer any or all of the Equity Interest to such designated third party. |
| 1.4 | Party B shall not transfer the Equity Interest to any third party without Party A’s prior written consent until all the Equity Interest have been transferred to Party A or its designated Party in accordance with this Agreement, i.e., until Party B no longer holds any equity interest in Party C. Party B shall not create any pledge or any encumbrance on the Equity Interest in the benefit of any third party except that provided in the Equity Interest Pledge Agreement executed by Party A and Party B. |
| 1.5 | Party B hereby agrees that as the shareholder of Party C, before Party B transfers the Equity Interest to Party A and subject to the PRC laws, Party B shall deliver the dividends, bonus, or any other property distributed from Party C to Party A or any third party designated by Party A as soon as possible within three (3) days after receipt of such dividends, bonus or any other property and payment of the taxes required by relevant PRC laws. |
| 2. | Exercise Procedure |
| 2.1 | In the event that Party A decides to exercise its exclusive right to purchase share according to Section 1.1, Party A shall provide a written notice to Party B (“Exercise Notice”) in the form set forth in Appendix 3 of this Agreement, and such Exercise Notice shall specify: the portion or number of equity interest Party A intends to purchase; and the name and identity of the purchaser. Within seven days of the delivery of the Exercise Notice, Party B and Party C shall provide all materials and documents necessary for the transfer of the Equity Interest, including but not limited to the executed Equity Transfer Agreement and Confirmation Letter in the forms set forth in Appendix 1 and Appendix 2 of this Agreement. |
| 2.2 | Except for the Exercise Notice provided in Section 2.1 of this Agreement, there shall be no other prerequisite or attached conditions for Party A to exercise its right to purchase the Equity Interest. |
| 2.3 | Party B shall provide Party C with necessary and timely assistance and cooperation in completing the approval procedures (if required under PRC laws) and the Equity Interest transfer procedures at industrial and commercial departments in accordance with PRC laws. |
| 2.4 | The date when all the procedures for the transfer of the 100% Equity Interest of Party C in accordance with this Agreement are completed shall be the completion date of the exercise of Party A’s exclusive right to purchase Equity Interest. |
| 3. | Purchase Price |
| 3.1 | The Parties acknowledge that, without violation of PRC laws and regulations, the Equity Interest shall be transferred without any consideration or at the lowest price as permitted under PRC laws. In the event that the Equity Interest is transferred in installments, the Purchase Price shall be determined based on the specific time and proportion of the Equity Interest transferred. |
| 3.2 | If the Equity Interest is not transferred without consideration, Party B hereby agrees that after Party A or a third party designated by Party A exercises the right to purchase Equity Interest, Party B shall deliver, without any consideration in return, all the consideration and payment that Party B obtains from the transfer of the Equity Interest to Party C, or according to Party A’s requirement, to Party A or a third party designated by Party A. |
| 3.3 | Any taxes and fees resulting from the transfer of the Equity Interest (including the delivery of the consideration by Party B) shall be borne by each Party under the applicable laws. |
| 4. | Representations, Warranties and Covenants |
| 4.1 | Each Party hereby represents and warrants that: |
| (1) | it has all necessary rights, power and authorizations to execute this Agreement and perform all obligations and responsibilities under this Agreement; |
| (2) | it has completed all internal procedures that are necessary for the execution, delivery and performance of this Agreement and has obtained all necessary internal and external authorizations and approvals; |
| (3) | upon the execution of this Agreement and the Equity Transfer Agreement to which it is a party, this Agreement and the Equity Transfer Agreement shall constitute, or will constitute legitimate, valid, and binding obligations and are enforceable according to their terms and conditions; |
C:
2
| (4) | the execution and performance of this Agreement will not conflict with, violate or breach (i) each Party’s business license(s) or any provisions of its Articles of Association; (ii) any laws, rules, regulations, authorizations or approvals by any applicable governmental authorities or departments; or (iii) any contracts or agreements to which it is a signatory or party; |
| (5) | Party C has no outstanding debts, except for the debts incurred in its ordinary course of business and debts that have been disclosed to Party A and obtained written consent by Party A; |
| (6) | Party C has complied with all laws and regulations applicable to asset acquisition; |
| (7) | there is no pending or threatened litigation, arbitration or administrative procedures against the Equity Interest, assets of Party C or Party C; |
| 4.2 | Party B and Party C hereby further warrant, represent and covenant to Party A as follows: |
| (1) | as of the date of execution of this Agreement, Party B is a PRC citizen, and legally owns all of the Equity Interests of Party C, and has complete and valid right to dispose the Equity Interest. The registered capital of Party B has been fully paid. Except for the pledge right provided in the Equity Interest Pledge Agreement executed by all Parties and other rights that have obtained Party A’s written consent, there is no other pledge, mortgage, guarantee, or any other right in the benefit of any third party on the Equity Interest of Party C held by Party B, and the Equity Interest are free from any claim by any third party; and no third party may have the right to request allotment, sale, conversion of any equity interest of Party C according to any share option, share conversion right or pre-emptive right or other contractual arrangement; |
| (2) | during the effective term of this Agreement, except for the pledge provided in the Equity Interest Pledge Agreement executed by all Parties and other rights that have obtained Party A’s prior written consent, Party B shall not transfer any Equity Interest of Party C to any third party or create any pledge, mortgage, or any other forms of guarantee, or any other right in the benefit of any third party, and shall ensure that the Equity Interest is free from any claims of any third party; |
| (3) | without Party A’s prior written consent, neither Party B or Party C may supplement, change or amend the Articles of Association of Party C in any manner to increase or reduce Party C’s registered capital or change Party C’s registered capital structure in any other manner, unless otherwise provided for in other agreements executed by the Parties or required to be modified by laws and regulations;; |
| (4) | without Party A’s prior written consent, neither Party B or Party C may enter into any material contract or change their scope of business; |
| (5) | subject to the PRC laws, Party B and Party C will extend the operation period of Party C based on the approved operation period of Party A, and cause the operation period of Party C the same as that of Party A or adjust the operation period of Party C based on the requirements of Party A in accordance with PRC laws; |
| (6) | based on good financial and business standards and customs, Party B and Party C will keep Party C’s continuing existence, obtain all government permits and licenses that are necessary for the Party C’s business operation, and operate Party C’s business and handle its affairs prudently and effectively; |
| (7) | within the effective term of this Agreement, Party B and Party C will duly maintain and increase Party C’s assets value and without Party A’s prior written consent, Party B and Party C shall not terminate any material contract to which Party C is a party or enter into any agreement that may affect Party C’s assets and financial status; |
| (8) | without Party A’s prior written consent, Party B and Party C shall not create, succeed, warrant or allow any debt except for the account payables that occur in normal or ordinary operation course instead of borrowing; |
| (9) | Party B and Party C shall inform Party A timely of the occurrence or possible occurrence of any litigation, arbitration, administrative investigation or conduct that has material impact on Party C’s assets, business or revenue; |
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| (10) | Party B and Party C shall not pay dividends in any forms to the shareholders without prior written consent of Party A; |
| (11) | without the prior written consent of Party A, Party B and Party C shall not, since the execution date of this Agreement, sell, transfer, authorize the use of or to dispose in any manner of any assets of Party C, or allow any encumbrance on any assets of Party C, unless Party C is able to prove that the relevant asset disposal or encumbrance is necessary for the business operation of Party B in ordinary course and the transaction amount of one single transaction shall not exceed RMB100,000; |
| (12) | during the effective term of this Agreement, in the event of liquidation of dissolution of Party C and subject to PRC laws, Party B and Party C will designate individual(s) recommended by Party A to constitute the liquidation group and manage the Party C’s assets. Party B hereby confirms that in the event of liquidation or dissolution of Party C, irrespective of whether the above is enforced, Party B shall deliver all residual assets obtained from the liquidation and dissolution to Party A or its designated party in accordance with PRC laws. |
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by PRC laws.
| 5.2 | Methods of Dispute Resolution |
In the event of any dispute with respect to the performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute, each Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its effective Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties. Except for the parts that are submitted for arbitration, other parts of this Agreement shall remain valid. The validity of this section shall not be influenced by the modification, rescission or termination of this Agreement.
| 6. | Liabilities for Breach of Contract |
| 6.1 | If any Party fails to perform any of its obligations under this Agreement, or any representation or warranty made by such Party under this Agreement is untrue or inaccurate, such Party is in breach of this Agreement and shall indemnify other Parties for all losses resulting from such breach. |
| 6.2 | Unless otherwise regulated in laws, Party B and Party C shall have no right to terminate or rescind this Agreement in any situation. |
| 6.3 | This Section 6 shall survive any modification, recession or termination of this Agreement and remain legally valid. |
| 7. | Notices |
| 7.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or by registered mail with postage prepaid, commercial courier service or facsimile transmission to the address of such Party set forth below. A copy of each notice shall also be sent by email. The date on which such notice deemed to have been effectively delivered shall be determined as follows: |
| 7.1.1 | if the notice is delivered by personal delivery, courier service or registered mail with postage prepaid, the delivery date shall be deemed to be the date of delivery or refusal at the address specified in the notice. |
| 7.1.2 | if the notice is delivered by facsimile transmission, the delivery date shall be deemed to be the date of successful transmission (as evidenced by the automatically generated confirmation of transmission). |
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| 7.2 | For the purposes of notices, the addresses of the Parties are as follows: |
Party A:
| Address: | Country Garden Headquarter, No.1 Country Garden Avenue, Beijiao Town, Shunde District, Foshan. |
| Attention: | Xueya Zhou |
| Phone: | 13929114912 |
Party B:
| Address: | Country Garden Headquarter, No.1 Country Garden Avenue, Beijiao Town, Shunde District, Foshan. |
| Attention: | Xueya Zhou |
| Phone: | 13929114912 |
Party C:
| Address: | Country Garden Headquarter, No.1 Country Garden Avenue, Beijiao Town, Shunde District, Foshan. |
| Attention: | Xueya Zhou |
| Phone: | 13929114912 |
| 7.3 | Any Party may at any time change its address for notices by a notice delivered to other Parties in accordance with this section. |
| 8. | Confidentiality |
The Parties acknowledge that any oral or written information exchanged between the Parties in connection with this Agreement shall be confidential information. Each Party shall maintain confidentiality of all of such confidential and without the written consent of the other Parties, it shall not disclose any relevant confidential materials to any third parties, except for the information that (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or (c) is needed to be disclosed by any Party to its legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this section. Disclosure of any confidential material by the staff members or agencies hired by any Party shall be deemed as disclosure of such confidential material by such Party, and such Party shall be held liable for breach of this Agreement. This section shall survive the termination of this Agreement.
| 9. | Further Warranties |
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.
| 10. | Miscellaneous |
| 10.1 | Amendment, Modification and Supplement |
Any amendment, modification and supplement to this Agreement shall require the execution of a written agreement by all Parties.
| 10.2 | Headings |
The headings of this Agreement are for reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.
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| 10.3 | Language |
This Agreement is written in Chinese in three (3) copies, and each copy has equal legal validity.
| 10.4 | Severability |
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish, to the greatest extent permitted by law, the intentions of the Parties, and such effective provisions shall achieve, to the extent possible, the economic effect of those invalid, illegal or unenforceable provisions.
| 10.5 | Successors |
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the assignees permitted by such Parties.
| 10.6 | 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, epidemic (including relevant administrative measures and government acts) and changes to existing laws, regulations and policies, etc.
If the performance of this Agreement is affected by any event of force majeure, the Party affected by 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) take all reasonable and possible measures to mitigate or remove the effect of such Force Majeure, and continue its performance of the Agreement after such effect is mitigated or removed.
| 10.7 | Waivers |
Any Party may waive the terms and conditions of this Agreement, provided that such waiver must be in writing and signed by all Parties. A waiver by any Party with respect to a breach by other Parties shall not be deemed as a waiver by such a Party with respect to any other breach in similar circumstances.
| 10.8 | Survival |
Any obligations that occur or are due as a result of this Agreement before the expiration or early termination of this Agreement shall survive the expiration or early terminations of this Agreement.
| 10.9 | Entire Agreement |
Except for the written amendment, supplements or modifications after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written undertakings, memoranda, agreements or other documents reached with respect to the subject matter of this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Exclusive Call Option 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 Exclusive Call Option 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 Exclusive Call Option Agreement to be executed as of the date first above written.
Party B: Wenjie Yang
| By: | /s/ Wenjie Yang |
|
| Name: |
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IN WITNESS WHEREOF, the Parties have caused this Exclusive Call Option Agreement to be executed as of the date first above written.
Party C: Foshan Shangtai Education Technology Co., Ltd.
(Seal) Foshan Shangtai Education Technology Co., Ltd. Affixed
| By: | /s/ Meirong Yang | |
| Name: | Meirong Yang | |
| Title: | Legal Representative |
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Appendix 1
Equity Transfer Agreement
This Equity Transfer Agreement (the “Agreement”), dated as of [ ], is made by and among the following parties in [ ], China:
Transferor:
Transferee:
Through friendly negotiation, the Parties agree as follows about the equity interest transfer:
1. Transferor agrees to transfer [ ]% equity interest of Foshan Shangtai Education Technology Co., Ltd. it owns (“Target Equity Interests”) to Transferee at a price of RMB [ ], and Transferee agrees to purchase such Target Equity Interests.
2. Upon completion of transfer of Target Equity Interests, Transferor shall no longer enjoy while Transferee enjoys all rights and bear all obligations as the shareholder of Target Equity Interests.
3. Any matters not mentioned in the Agreement may be determined by supplementary agreements signed by both parties.
4. This Agreement becomes effective upon execution by both parties.
5. The Agreement is executed in four (4) counterparts, each party holds one counterpart and the rest counterparts are for the alternation of registration with industrial and commercial departments.
Transferor: [ ]
Signature:
Transferee: [ ]
Signature:
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Appendix 2
Confirmation Letter
To: Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd.
I, the shareholder of Foshan Shangtai Education Technology Co., Ltd. (the “Company”), hereby agree and confirm as follows:
| 1. | I agree to accept all the terms and conditions of the Exclusive Call Option Agreement entered by the Company, me and Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd. (“WFOE”) on August 13, 2021, and when WFOE exercises its Purchase Right under such agreement, I will take all measures to assist WFOE on the transfer procedures of such equity interest. |
| 2. | I agree to waive my right to first refusal when other shareholders of the Company transfer the equity interests they own to WFOE or any third party designated by WFOE. |
| 3. | In the event that other shareholders of the Company transfer their equity interest to WFOE or any third party designated by WFOE, I will sign or provide necessary documents for the transfer procedures of such equity interest. |
| Signature: | |
| Date: |
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Appendix 3
Exercise Notice
| To: | the shareholders of Foshan Shangtai Education Technology Co., Ltd. and/or |
Foshan Shangtai Education Technology Co., Ltd. and/or
In accordance with the Exclusive Call Option Agreement entered into by you and our company on August 13, 2021, to the extent permitted by the PRC laws and regulations, you should transfer your equity interests of Foshan Shangtai Education Technology Co., Ltd. to our company or any other transferee designated by us according to our request.
Therefore, our company hereby sends you the Exercise Notice as follows:
Our company hereby requests to exercise the Purchase Right under the Exclusive Call Option Agreement, that our company/the transferee designated by us would like to purchase your equity interests, which constitutes [ ]% of the registered capital of Foshan Shangtai Education Technology Co., Ltd. (“Transferring Equity Interest”) at a price of RMB[ ]. After your receipt of this Exercise Notice, please conduct all necessary procedures to transfer such Transferring Equity Interest to our company or the transferee designated by us according to the terms and conditions of the Exclusive Call Option Agreement.
Zhuhai Hengqin Bright Scholar Management Consulting Co., Ltd. (Seal)
| By: | ||
| Name: | ||
| Title: | ||
| Date: |
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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 |