SecProbe.io

August 19, 2024
Hui Zhang
Chief Financial Officer
Bright Scholar Education Holdings Ltd
No. 1, Country Garden Road
Beijiao Town, Shunde District, Foshan, Guangdong 528300
The People’s Republic of China
Re:Bright Scholar Education Holdings Ltd
Form 20-F for Fiscal Year Ended August 31, 2023
File No. 001-38077
Dear Hui Zhang:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended August 31, 2023
Introduction, page ii
1.We note your disclosure that Bright Scholar Holdings, your Cayman Islands holding
company, "does not have any substantive operations." Please revise to explicitly clarify
that you are not a Chinese operating company but a Cayman Islands holding company.
Additionally, we note that you "conduct [y]our business operations through both [y]our
consolidated subsidiaries and the VIEs based on certain contractual arrangements." Please
revise to state that that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court. Additionally, please revise to
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change
including that it could cause the value of your securities to significantly decline or become
worthless.
2.Please clearly disclose the location of your auditor’s headquarters.

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3.We note your disclosure that "'we,' 'us,' 'our,' and 'our company' refers to Bright Scholar
Education Holdings Limited, its subsidiaries and its VIEs." Please refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE. Make
conforming updates on pages iii, 27, 28, and 53 where you say "our" VIE.
4.We note your disclosure that "China" or "PRC" excludes "Taiwan and the special
administrative regions of Hong Kong and Macau." Please revise to clarify that the legal
and operational risks associated with operating in China also apply to operations in Hong
Kong. This disclosure may appear in the definition itself or in an appropriate discussion of
legal and operational risks.
5.Please discuss the applicable laws and regulations in Hong Kong, as well as the related
risks and consequences. As examples only, please discuss (i) the enforceability of civil
liabilities in Hong Kong, (ii) China’s Enterprise Tax Law, (iii) how regulatory actions
related to data security or anti-monopoly concerns in Hong Kong have or may impact the
company’s ability to conduct its business, accept foreign investment or list on a
U.S./foreign exchange. Please also include risk factor disclosure explaining whether there
are laws/regulations in Hong Kong that result in oversight over data security, how this
oversight impacts the company’s business, and to what extent the company believes that it
is compliant with the regulations or policies that have been issued.
6.Disclose clearly here, as you do on page 74, that the company uses a structure that
involves a VIE based in China and what that entails, and provide early in the Introduction
section a diagram of the company’s corporate structure, identifying the person or entity
that owns the equity in each depicted entity. Describe all contracts and arrangements
through which you claim to have economic rights and exercise control that results in
consolidation of the VIE’s operations and financial results into your financial statements.
Describe the relevant contractual agreements between the entities and how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and
that the company may incur substantial costs to enforce the terms of the arrangements.
Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and
owners, and the challenges the company may face enforcing these contractual agreements
due to legal uncertainties and jurisdictional limits. Please ensure that the diagram uses
dashed lines without arrows to denote relationships with the VIEs, and revise the diagram
on page 74 accordingly.
We note your disclosure that the Cayman Islands holding company indirectly controls
the VIE’s business operations through contractual agreements between the VIE and your
Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are designed to
provide your WFOE with the power, rights, and obligations equivalent in all material
respects to those it would possess as the principal equity holder of the VIE. We also note
your disclosure that the Cayman Islands holding company is the primary beneficiary of
the VIE. However, neither the investors in the holding company nor the holding company
itself have an equity ownership in, direct foreign investment in, or control of, through
such ownership or investment, the VIE. Accordingly, please refrain from implying that
the contractual agreements are equivalent to equity ownership in the business of the VIE.
Any references to control or benefits that accrue to you because of the VIE should be 7.

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limited to a clear description of the conditions you have satisfied for consolidation of the
VIE under U.S. GAAP. Additionally, your disclosure should clarify that you are the
primary beneficiary of the VIE for accounting purposes.
Permissions and Licenses Required from the PRC Authorities for Our Operations and Overseas
Securities Offerings, page v
8.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer securities to
foreign investors. Your current disclosure is not clear whether the operating permits and
business licenses for your learning centers are the only approvals required. Please revise
to state affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. In doing so, explain how you
arrived at your conclusion and the basis for your conclusion. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
9.Revise to clarify whether you believe you are subject to any approvals from the CAC, as
your current disclosure only states that you have not received any notice that you are a
critical information infrastructure operator. In doing so, clarify whether you relied on the
opinion of counsel with respect to your conclusion. In addition, you state that you were
"advised by" your PRC counsel that you are subject to CSRC approvals. Revise to
identify your PRC counsel and clarify whether you relied on an opinion of counsel when
you say "advised by" counsel.
Cash Flows Through Our Organization, page vii
10.Please revise to disclose your intentions to distribute earnings or settle amounts owed
under the VIE agreements. We note your disclosure that "[f]or the fiscal years of 2021,
2022 and 2023, no dividends were declared and paid by our PRC subsidiaries to our
Cayman holding company or Cayman subsidiaries." Please state whether any dividends or
distributions have been made by Bright Scholar to investors to date and, to the extent
applicable, quantify such amounts. Describe the tax consequences of all the transfers,
dividends and distributions discussed in this section.  Discuss any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries and/or the consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements. Lastly, please provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds may not be available to fund operations or for other use
outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the 11.

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PRC government to transfer cash. Provide cross-references to these other discussions.
12.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies and disclose the source of such policies (e.g., whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.
Risk Factor Summary, page 2
13.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references (title and page) to the more detailed discussion of these risks in the filing.
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Risk Factors
Certain judgments obtained against us by our shareholders may not be enforceable . . ., page 48
14.We note your disclosure that "a majority of our current directors and officers are nationals
and residents of countries other than the United States." To the extent one or more
directors, officers or members of senior management located in the PRC/Hong Kong,
please (i) state that is the case and identify the relevant individuals and (ii) include a
separate “Enforceability” section addressing the challenges of bringing actions and
enforcing judgments and liabilities against such individuals.
Item 5. Operating and Financial Review and Prospects
Major Factors Affecting Our Results of Operations, page 82
15.We note your disclosure here and description of your "Domestic Kindergartens and K-12
Operation Services" segment throughout your filing appears to focus on the impact to
your results from your kindergartens in China, specifically student enrollment and tuition
and fees. It seems that the total revenue generated from domestic kindergartens tuition
would approximate just 6% of your total segment revenue.  Please balance your disclosure
here and throughout your filing to discuss and quantify the factors impacting your
segments' results.
Holding Company Structure, page 95
We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule 16.

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that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Item 15. Controls and Procedures, page 122
17.We note that you concluded your disclosure controls and procedures (DCP) were effective
while also concluding that your internal control over financial reporting (ICFR) was not
effective as you continue to remediate material weaknesses and significant deficiencies.
Please tell us how you determined that your DCP were effective in light of the material
weaknesses, including how you determined that the material weaknesses in your ICFR
were not one of the components of ICFR that is also included in DCP.  Refer to Item 15 of
Form 20-F and Section II.D of SEC Release 33-8238.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services