Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on May 17, 2024

Registration No. 333-      

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Bright Scholar Education Holdings Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

No. 1, Country Garden Road
Beijiao Town, Shunde District, Foshan, Guangdong 528300
The People’s Republic of China

(86)-757-2991-6814

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

2024 Share Incentive Plan

(Full title of the Plan)

 

 

 

Cogency Global Inc.

122 East, 42nd Street, 18th Floor

New York, NY 10168

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Ruolei Niu Chief Executive Officer Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road Cambridge, England, CB1 7BX, United Kingdom [phone]

Dan Ouyang, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation Unit 2901, 29F, Tower C, Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People’s Republic of China (86) 10-6529-8300

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information*

 

Item 2. Registrant Information and Employee Plan Annual Information*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.

 

1

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:

 

	(a)	The Registrant’s annual report on Form 20-F (File No. 001-38077) filed with the Commission on January 2, 2024, which includes audited financial statements for the fiscal year ended August 31, 2023; and
	(b)	The description of the Registrant’s Class A ordinary shares, contained as Exhibit 2.5 in the Registrant’s annual report on Form 20-F (File No. 001-38077) filed with the Commission on June 21, 2023.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

 

Item 4. Description of Securities

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against fraud or dishonesty. The Registrant’s amended and restated articles of association provide that the Registrant shall indemnify secure harmless each of its directors and officers (but not including the Registrant’s auditors) out of the assets and profits of the Registrant from and against all actions, costs, charges, losses, damages and expenses which they or any of them or their heirs, executors or administrators may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of duty, or supposed duty, in their respective offices or trusts; any none of them shall be answerable to for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Registrant shall or may be lodged or deposited for the sake of safe custody, or for insufficiency or deficiency of any security upon which moneys of or belonging to the Registrant shall be placed out on or invested, or for any other loss, misfortune, or damage which may happen in the execution of their respective offices or trusts, or in relation thereto other than by reason of any such person’s own fraud or dishonesty.

 

Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-217359), the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

See the Index to Exhibits attached hereto.

 

Item 9. Undertakings

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

 

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-2

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017)
4.2		Registrant’s specimen certificate for ordinary shares (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on May 5, 2017)
5.1*		Opinion of Conyers Dill & Pearman, regarding the validity of the Class A ordinary shares being registered
10.1		2024 Share Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 6-K (file No. 001-38077) furnished to the Securities and Exchange Commission on January 19, 2024 and amended on February 22, 2024)
23.1*		Consent of Deloitte Touche Tohmatus Certified Public Accountants LLP
23.2*		Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
24.1*		Powers of Attorney (included on signature page hereto)
107*		Filing Fee Table

 

 

*

Filed herewith.

 

II-3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Foshan, China, on May 17, 2024.

 

Bright Scholar Education Holdings Limited
By:	/s/ Ruolei Niu
	Name: Ruolei Niu
	Title: Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Ruolei Niu, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Hongru Zhou		Chairman		May 17, 2024
Hongru Zhou
/s/ Ruolei Niu		Chief Executive Officer		May 17, 2024
Ruolei Niu		(principal executive officer)
/s/ Hui Zhang		Chief Financial Officer		May 17, 2024
Hui Zhang		(principal financial and accounting officer)
/s/ Shuting Zhou		Director		May 17, 2024
Shuting Zhou
/s/ Jun Zhao		Independent Director		May 17, 2024
Jun Zhao
/s/ Meng Rui		Independent Director		May 17, 2024
Meng Rui

 

 

II-4

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Bright Scholar Education Holdings Limited has signed this registration statement or amendment thereto in New York on May 17, 2024.

 

Authorized U.S. Representative Cogency Global Inc.
By:	/s/ Colleen A. De Vries
	Name: Colleen A. De Vries
	Title: Senior Vice-President on behalf of Cogency Global Inc.

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Exhibit 5.1

 

17 May 2024

 

Matter No.:838241

Doc Ref: PL/BXC/jm/19965952

 

(852) 2842 9551

[e-mail]

 

(852) 2842 9403

[e-mail]

 

Bright Scholar Education Holdings Limited

No. 1 Country Garden Road

Beijiao Town, Shunde District

Foshan

Guangdong 528300

The People’s Republic of China

 

Dear Sirs,

 

Re: Bright Scholar Education Holdings Limited (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8, (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of 17,835,723 Class A ordinary shares of par value US$0.00001 per share of the Company (the “Class A Ordinary Shares”) issuable pursuant to the 2024 share incentive plan (the “Share Incentive Plan”).

 

1.

DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined copies of the following documents:

 

1.1

the Registration Statement; and

 

1.2

the Share Incentive Plan.

 

We have also reviewed copies of:

 

1.3

the amended and restated memorandum and articles of association of the Company (the “Amended M&A”);

 

1.4

the written resolutions of the directors of the Company dated 18 January 2024 and the minutes of a meeting of all the directors of the Company held on 19 April 2024 (collectively, the “Board Resolutions”);

 

 

 

 

1.5

a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 14 May 2024 (the “Certificate Date”); and

 

1.6

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.

ASSUMPTIONS

 

We have assumed:

 

2.1

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2

that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3

the accuracy and completeness of all factual representations made in the Registration Statement and the Share Incentive Plan and other documents reviewed by us;

 

2.4

that the Board Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

 

2.5

that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

 

2.6

that there is no provision of any award agreement, incentive share option, restricted shares, share appreciation rights or restricted share units or otherwise granted pursuant to the Share Incentive Plan which would have any implication in relation to the opinions expressed herein;

 

2.7

that upon issue of any Class A Ordinary Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.8

that on the date of issuance of any of the Class A Ordinary Shares, the Company will have sufficient authorised but unissued Class A Ordinary Shares;

 

2.9

that on the date of issuing of any Class A Ordinary Shares, the Company is able to pay its liabilities as they become due; and

 

2.10

the issue of the Class A Ordinary Shares are made in accordance with the terms and conditions of the Share Incentive Plan.

 

conyers.com | 2

 

 

3.

QUALIFICATIONS

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Class A Ordinary Shares by the Company pursuant to the Share Incentive Plan and is not to be relied upon in respect of any other matter.

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1

The Company is duly incorporated and existing under the law of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

 

4.2

When issued and paid for as contemplated by the Share Incentive Plan and the Form 6-K/A as filed with the U.S. Securities and Exchange Commission on 22 February 2024 and in accordance with the Amended M&A, the Class A Ordinary Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman
Conyers Dill & Pearman

 

conyers.com | 3

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 2, 2024, relating to the financial statements of Bright Scholar Education Holdings Limited appearing in the annual report on Form 20-F for the year ended August 31, 2023.

 

 

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shenzhen, China

May 17, 2024

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-8
(Form Type)

 

Bright Scholar Education Holdings Limited
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title(1)		Fee Calculation Rule		Amount Registered(2)(4)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A ordinary shares, par value $0.00001 per share		Rules 457(c) and (h)			17,835,723	(3)		$	0.48875			$	8,717,209.62			$	0.0001476			$	1,286.66
Total Offering Amounts														$	8,717,209.62							$	1,286.66
Total Fees Previously Paid																						$	-
Total Fee Offsets																						$	-
Net Fee Due																						$	1,286.66

 

(1)

The Class A ordinary shares of Bright Scholar Education Holdings Limited (the “Registrant”) registered hereunder are represented by the Registrant’s American depositary shares (“ADSs”), each representing four Class A ordinary shares, par value $0.00001 per share. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares have been registered under a separate registration statement on Form F-6 (333-217525).

 

(2)

Represents Class A ordinary shares which are issuable under the 2024 Share Incentive Plan of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of Class A ordinary shares which may be offered and issued to prevent dilution resulting from reorganization, recapitalization, share dividend, share split or any similar equity restructuring transaction as provided in the 2024 Share Incentive Plan.

 

(3)

Represents Class A ordinary shares to be issued pursuant to the 2024 Share Incentive Plan. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$1.955 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on May 14, 2024.

 

(4)

Any Class A ordinary share covered by an award granted under the 2024 Share Incentive Plan (or portion of an award) that is forfeited, cancelled or otherwise expired for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares which may be issued under the 2024 Share Incentive Plan.

 

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