BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2017Deposit Agreement • May 5th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services • New York
DEPOSIT AGREEMENT dated as of , 2017 among BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
10,000,000] CLASS A ORDINARY SHARES BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • February 27th, 2018 • Bright Scholar Education Holdings LTD • Services-educational services • New York
Bright Scholar Education Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [10,000,000] Class A ordinary shares, par value US$0.00001 per share, of the Company (the “Firm Shares”) in the form of [10,000,000] American Depositary Shares (as defined below).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • April 18th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Bright Scholar Education Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
BRIGHT SCHOLAR EDUCATION HOLDINGS LIMITED andIndenture • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services • New York
INDENTURE, dated as of July 31, 2019, among Bright Scholar Education Holdings Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability (the “Company” or the “Issuer”), the entities listed in Schedule I hereto collectively as the initial Subsidiary Guarantors and The Bank of New York Mellon, London Branch, a banking corporation organized and existing under the laws of the State of New York and operating through its branch in London at One Canada Square, London E14 5AL, United Kingdom, as the Trustee.
Equity Interest Pledge Agreement (English translation)Equity Interest Pledge Agreement • April 18th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services • Beijing
This Equity Interest Pledge Agreement (this “Agreement”) is entered into as of the date of January 25, 2017 by and between the following parties in Foshan, the People’s Republic of China (“PRC”):
Exclusive Call Option Agreement (English translation)Exclusive Call Option Agreement • April 18th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services
This Exclusive Call Option Agreement (this “Agreement”), is entered into as of the date of January 25, 2017 by and between the following parties in Foshan, the People’s Republic of China (“PRC”):
FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTDirector and Executive Officer Indemnification Agreement • April 18th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Bright Scholar Education Holdings Limited, an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company.
Acting in Concert Agreement (English translation)Acting in Concert Agreement • April 18th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services
This Acting in Concert Agreement (the “Agreement”) is made and entered into as of February 8, 2017 by and between the following parties in Foshan, Guangdong, the People’s Republic of China (“PRC”):
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Heze Qiqiaoban Education Technology Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Heze City at Economic Development Zone branch office of the Administration for Market Regulation on March 14, 2017. The Investor holds 85% of the interests in this entity.
Rights and Obligations Assumption LetterBright Scholar Education Holdings LTD • December 23rd, 2019 • Services-educational services
This entity, Beijing Huanxue International Travel Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Beijing City at Chaoyang District branch office of the Administration for Industry and Commerce on September 14, 2016. The Investor holds 100% of the interests in this entity.
Exclusive Management Service and Business Cooperation Agreement (English translation)Business Cooperation Agreement • April 18th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services • Beijing
This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is entered into as of January 25, 2017, by and among the following parties in Foshan, the People’s Republic of China (“PRC”):
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • December 14th, 2018 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Wuhan Qiaosheng Education Investment Co., Ltd., is the subsidiary established by BGY Education Investment Management Co., Ltd. (“Investor”) and registered in Wuhan City at Jianghan Administration on July 21, 2017. The Investor holds 75% of the interests in this entity.
Bright Scholar Education Holdings Limited US$300,000,000 7.45% Senior Notes due 2022 Purchase AgreementPurchase Agreement • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services • New York
Bright Scholar Education Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to J.P. Morgan (the “Initial Purchaser”), US$300,000,000 principal amount of its 7.45% Senior Notes due 2022 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of July 31, 2019 (the “Indenture”), among the Company, the subsidiary guarantors listed in Schedule 1 hereto (the “Guarantors”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), and will be guaranteed on a senior basis by each of the Subsidiary Guarantors (the “Subsidiary Guarantees”, together with the Notes, the “Securities”).
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Hubei Sannew Education Development Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Wuhan City at Development Zone branch office of the Administration for Market Regulation on February 16, 2015. The Investor holds 80% of the interests in this entity.
Rights and Obligations Assumption LetterBright Scholar Education Holdings LTD • December 7th, 2017 • Services-educational services
This entity, Kaiping Country Garden School, is the subsidiary established by BGY Education Investment Management Co., Ltd. (“Investor”) and registered at Kaiping City’s branch office of the Ministry of Civil Affairs on September 22, 2017.The Investor holds 100% of the interests in this entity.
Rights and Obligations Assumption LetterAssumption Letter • December 14th, 2018 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Chengdu Yinzhe Education and Technology Co., Ltd., is the subsidiary established by BGY Education Investment Management Co., Ltd. (“Investor”) and registered at Chengdu Administration for Industry and Commerce on June 11, 2015. The Investor holds 75% of the interests in this entity.
DATED 5 July 2019 SALE AND PURCHASE AGREEMENT RELATING TO CATS COLLEGES HOLDINGS LIMITEDSale and Purchase Agreement • December 23rd, 2019 • Bright Scholar Education Holdings LTD • Services-educational services • England and Wales
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
Rights and Obligations Assumption LetterBright Scholar Education Holdings LTD • December 23rd, 2020 • Services-educational services
This entity, Beijing Huanxue Tianxia International Travel Limited, is the subsidiary of BGY Education Investment Management Co., Ltd. (“Investor”) registered in Beijing city at the Haidian District branch office of the Administration for Market Regulation on December 27, 2011. The Investor holds 100% of the interests in this entity.
Exclusive Management Service and Business Cooperation Agreement (English translation)Business Cooperation Agreement • December 23rd, 2020 • Bright Scholar Education Holdings LTD • Services-educational services • Beijing
This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is entered into as of November 26, 2019, by and among the following parties in Beijing, the People’s Republic of China (“PRC”):
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • January 2nd, 2024 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Zhenjiang Bright Scholar Sports Development Co., Ltd., is the subsidiary established by Beijing Boteng Consulting Co., Ltd. (“Investor”) and registered in Jurong Administrative Approval Bureau on April 7, 2023. The Investor holds 100% of the interests in this entity.
BUSINESS AND ASSET SALE AND PURCHASE AGREEMENT United Church Schools Foundation Ltd United Church Schools Trust (Vendors) and Bright Scholar (BCS) Property Limited Bright Scholar (BCS) Management Limited (Purchasers) and Bright Scholar Education...Business and Asset Sale and Purchase Agreement • December 14th, 2018 • Bright Scholar Education Holdings LTD • Services-educational services • England and Wales
Rights and Obligations Assumption LetterBright Scholar Education Holdings LTD • December 23rd, 2020 • Services-educational services
This entity, Chengdu Pidu Bright Scholar Kindergarten Co., Ltd., is the subsidiary established by BGY Education Investment Management Co., Ltd. (“Investor”) and registered in Chengdu City at the Pidu District branch office of the Municipal Bureau of Administrative Services on September 11, 2020. The Investor holds 100% of the interests in this entity.
Rights and Obligations Assumption LetterRights and Obligations Assumption Letter • January 2nd, 2024 • Bright Scholar Education Holdings LTD • Services-educational services
This entity, Beijing Tengyue Culture Service Co., Ltd., is the subsidiary established by Beijing Boteng Consulting Co., Ltd. (“Investor”) and registered in Beijing City at Chaoyang District Administration for Market Regulation on March 15, 2023. The Investor holds 100% of the interests in this entity.
Exclusive Management Service and Business Cooperation AgreementExclusive Management Service and Business Cooperation Agreement • March 24th, 2017 • Bright Scholar Education Holdings LTD • Services-educational services • Beijing
This Exclusive Management Service and Business Cooperation Agreement (this “Agreement”) is entered into as of January 25, 2017, by and among the following parties in Foshan, the People’s Republic of China (“PRC”):
