UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20‑F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2017
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from ___________ to
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number: 001-38077
Bright Scholar Education Holdings Limited
(Exact name of registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Island
(Jurisdiction of incorporation)
No.1, Country Garden Road
Beijiao Town, Shunde District, Foshan, Guangdong 528300
The People’s Republic of China
(Address of Principal Executive Offices)
Ms. Dongmei Li, Chief Financial Officer
Telephone: +86-757-6683-2007
Facsimile: +86-757-2360-2220
E-mail: lidongmei@brightscholar.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
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Title of each class |
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Name of each exchange on which registered |
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American depositary shares, each representing one Class A ordinary shares, par value par value US$0.00001 per share |
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The New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
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Class A ordinary shares, par value US$0.00001 each |
17,250,000 |
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Class B ordinary shares, par value US$0.00001 each |
100,000,000 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer. ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☒ |
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Emerging growth company ☒ |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☒ |
International Financial Reporting Standards as issued |
Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
TABLE OF CONTENTS
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ITEM 1. |
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3 |
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ITEM 2. |
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3 |
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ITEM 3. |
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3 |
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ITEM 4. |
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39 |
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ITEM 4A. |
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67 |
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ITEM 5. |
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67 |
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ITEM 6. |
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94 |
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ITEM 7. |
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101 |
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ITEM 8. |
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103 |
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ITEM 9. |
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104 |
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ITEM 10. |
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105 |
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ITEM 11. |
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112 |
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ITEM 12. |
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113 |
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116 |
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ITEM 13. |
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116 |
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ITEM 14. |
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116 |
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ITEM 15. |
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116 |
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ITEM 16A. |
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117 |
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ITEM 16B. |
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117 |
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ITEM 16C. |
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117 |
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ITEM 16D. |
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117 |
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ITEM 16E. |
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117 |
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ITEM 16F. |
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117 |
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ITEM 16G. |
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118 |
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ITEM 16H. |
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118 |
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118 |
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ITEM 17. |
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118 |
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ITEM 18. |
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118 |
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ITEM 19. |
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118 |
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-i-
Except where the context otherwise requires and for purposes of this annual report on Form 20-F only:
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“ADSs” refer to American depositary shares, each of which represents one Class A ordinary share; |
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“BGY Education Investment” refers to BGY Education Investment Management Co., Ltd., our affiliated entity that controls and holds our schools, through certain contractual arrangements; |
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“Bright Scholar Holdings” refers to Bright Scholar Education Holdings Limited; |
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“CAGR” refers to Compound Annual Growth Rate; |
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“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau; |
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“Country Garden” refers to Country Garden Holdings Company Limited, a company listed on The Stock Exchange of Hong Kong Limited (stock code: 2007), a related party, and its subsidiaries; |
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“fiscal year” refers to the period from September 1 of the previous calendar year to August 31 of the concerned calendar year; |
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“school year” refers to the periods from September of the previous calendar year to January of the concerned calendar year and from March to July of the concerned calendar year; |
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“ordinary shares” or “shares” refer to our Class A and Class B ordinary shares of par value US$0.00001 per share; |
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“RMB” or “Renminbi” refers to the legal currency of China; |
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“SEC” refers to the Securities and Exchange Commission of the United States. |
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“US$,” “U.S. dollars,” “$” and “dollars” refer to the legal currency of the United States of America; |
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“we,” “us,” “our,” and “our company” refer to Bright Scholar Education Holdings Limited, its subsidiaries and its affiliated entities; and |