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    Unit 2901, 29F, Tower C

    Beijing Yintai Centre

    No. 2 Jianguomenwai Avenue

    Chaoyang District, Beijing 100022

    People’s Republic of China

    Phone: 86-10-6529-8300

    Fax: 86-10-6529-8399

    Website: www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via EDAGR 

September 20, 2024

Mr. Abe Friedman

Ms. Theresa Brillant

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Bright Scholar Education Holdings Limited

    Response to the Staff’s Comments on the Annual Report on Form 20-F for the fiscal year ended August 31, 2023 (File No. 001-38077)

Dear Mr. Friedman and Ms. Brillant,

On behalf of our client, Bright Scholar Education
Holdings Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 19, 2024 on
the Company’s Form 20-F for the fiscal year ended August 31, 2023 filed on January 2, 2024 (the “2023 Form 20-F”).

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set
forth in the 2023 Form 20-F.

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.

RESPONSE: In response to the Staff’s
comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with underlines showing
the changes against the disclosure in the 2023 Form 20-F), subject to such updates and adjustments to be made in connection with any material
developments of the subject matter being disclosed.

Wilson Sonsini Goodrich
& Rosati, Professional Corporation

威尔逊 ●
桑西尼 ● 古奇 ● 罗沙迪律师事务所

austin     beijing    boston
BOULDER    brussels    hong kong   london    los angeles   new york    palo alto

SALT LAKE CITY   san diego    san francisco    seattle    shanghai    washington, dc    wilmington, de

Page 2

“INTRODUCTION

…

Bright Scholar Holdings is not a Chinese
operating company but a Cayman Islands holding company with no equity ownership in the VIEs. Bright Scholar Holdings has contractual
arrangements with, our ultimate Cayman Islands holding company, does not have any substantive operations other than indirectly
controlling the VIEs, which controls and holds our domestic kindergartens and complementary
services, through certain contractual arrangements, and indirectly holdingholds Bright Scholar
(UK) Holdings Limited, through which we operate our overseas schools. Investors in the ADSs are purchasing equity securities of our ultimate
Cayman Islands holding company rather than purchasing equity securities of the VIEs. We conduct our business operations through both our
consolidated subsidiaries and the VIEs based on certain contractual arrangements. We, together with the VIEs, are subject to PRC laws
relating to, among others, restrictions over foreign investments in education services set out in the Negative List (2021 Version) promulgated
by the Ministry of Commerce (“MOFCOM”), and the National Development and Reform Commission (“NDRC”). The VIE structure
is used to replicate foreign investment in China-based companies and provide investors with exposure to foreign investment in China-based
companies where the PRC law prohibits direct foreign investment in the operating companies. Neither we nor our subsidiaries own any share
in the VIEs, and investors may never hold equity interests in the Chinese operating companies. Instead, as a result of our direct ownership
in Zhuhai Bright Scholar and the contractual agreements with the VIEs, we are regarded as the primary beneficiary of the VIEs. Because
of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations,
including but not limited to limitation on control of domestic kindergarten and complementary services through variable interest vehicle,
and foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies through a special purpose
vehicle, and the validity and enforcement of the contractual agreements. We are also subject to the risks of uncertainty about any future
actions of the PRC government in this regard. Our contractual agreements may not be effective in providing control over the VIEs. We may
also subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail to comply with
their rules and regulations. Investors in the ADSs are not purchasing equity securities of the VIEs, but instead, are purchasing equity
securities of our ultimate Cayman Islands holding company. Because of our corporate structure, we are subject to risks due to uncertainty
of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership
of private education entities, and regulatory review of oversea listing and offering of securities of PRC companies through a special
purpose vehicle, and the validity and enforcement of the contractual agreements. We are also subject to the risks of uncertainty about
any future actions of the PRC government in this regard. Our contractual agreements may not be effective in providing control over the
VIEs. We may also subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail
to comply with their rules and regulations.

…

Our corporate structure is subject
to unique risks associated with the VIE structure. The contractual arrangements with the VIEs have not been tested in court. If the PRC
government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently
in the future, we could be subject to severe penalties if our contractual arrangements are deemed to violate PRC regulatory restrictions
as a result. The PRC regulatory authorities could disallow our holding company structure which could lead to a material change in our
operations and/or a material change in the value of our ADSs and could cause the value of our ADSs to significantly decline or become
worthless. Our holding company, our PRC subsidiaries, and investors of our company face uncertainty about potential future actions by
the PRC government that could affect the enforceability of the historical contractual arrangements with the VIEs and, consequently, may
affect the historical financial performance of the VIEs and our company as a whole.”

The Company also undertakes to revise the
relevant disclosure in its future Form 20-F filings per the blacklines shown below (with additions in underline), subject to updates and
adjustments to be made in connection with any material development of the subject matter being disclosed.

“ITEM 4. INFORMATION ON THE COMPANY

…

B. Business Overview

We are a global premier education service
company, which primarily provides quality international education service to global students and equip them with the critical academic
foundation and skillsets necessary to succeed in the pursuit of higher education. As part of our global expansion plan, we have been actively
exploring mergers and acquisition opportunities abroad to expand our global school network, targeting quality private education providers
and reputable schools in our targeted overseas countries and jurisdictions. As of the date of this annual report, we have eight overseas
school located in the United Kingdom and the United States. During the 2023 school year, we had an average of 3,827 students enrolled
at our schools for our continuing operations. Bright Scholar Holdings is not a Chinese operating company but a Cayman Islands holding
company with no equity ownership in the VIEs. Bright Scholar Holdings has contractual arrangements with, our ultimate
Cayman Islands holding company, does not have any substantive operations other than indirectly controlling the VIEs, which controls
and holds our domestic kindergartens and complementary services, through certain contractual arrangements,
and indirectly holdingholds Bright Scholar (UK) Holdings Limited, through which we operate our overseas schools.”

Page 3

 2. Please clearly disclose the location of your auditor’s headquarters.

RESPONSE: In response to the Staff’s
comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with underlines showing
the changes against the disclosure in the 2023 Form 20-F), subject to such updates and adjustments to be made in connection with any material
developments of the subject matter being disclosed.

“INTRODUCTION

…

We are subject to a number of prohibitions,
restrictions and potential delisting risk under the Holding Foreign Companies Accountable Act (the “HFCAA”). Pursuant to the
HFCAA and related regulations, if we have filed an audit report issued by a registered public accounting firm that the Public Company
Accounting Oversight Board (the “PCAOB”) has determined that it is unable to inspect and investigate completely, the SEC will
identify us as a “Commission-identified Issuer,” and the trading of our securities on any U.S. national securities exchange,
as well as any over-the-counter trading in the United States, will be prohibited if we are identified as a Commission-identified Issuer
for two consecutive years. In August 2022, the PCAOB, the China Securities Regulatory Commission (the “CSRC”) and the Ministry
of Finance of the PRC signed a Statement of Protocol (the “Statement of Protocol”), which establishes a specific and accountable
framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong.
On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB registered public
accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations
that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and
Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting
firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our
auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans
to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations
as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if
needed. Our financial statements contained in this annual report on Form 20-F have been audited by Deloitte Touche Tohmatsu Certified
Public Accountants LLP, an independent registered public accounting firm headquartered in mainland China. As of the date of this
annual report, we are not and do not expect to be identified by the SEC as a “Commission-identified Issuer” under the HFCAA.
However, ifIf the PCAOB is unable to inspect and investigate completely registered public accounting firms located
in China and we fail to retain another registered public accounting firm that the PCAOB is able to inspect and investigate completely
in 2023 and beyond, or if we otherwise fail to meet the PCAOB’s requirements, the ADSs will be delisted from the New York Stock
Exchange, and our shares and ADSs will not be permitted for trading over the counter in the United States under the HFCAA and related
regulations. For details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our
ADSs will be delisted and prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act,
if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of the
ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

The Company also undertakes to revise the
relevant disclosure in its future Form 20-F filings per the blacklines shown below (with additions in underline), subject to updates and
adjustments to be made in connection with any material development of the subject matter being disclosed.

Page 4

“ITEM 3. KEY INFORMATION

…

D. Risk Factors

…

Risks Related to Doing Business in China

…

If the PCAOB is unable to inspect
or investigate completely auditors located in China for two consecutive years, our ADSs will be delisted and prohibited from trading in
the over-the-counter market under the Holding Foreign Companies Accountable Act (“HFCAA”). The delisting of the ADSs, or the
threat of their being delisted, may materially and adversely affect the value of your investment.

Each year, the PCAOB will determine whether
it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. Our financial statements
contained in this annual report on Form 20-F have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent
registered public accounting firm headquartered in mainland China. As of the date of this annual report, we are not and do not expect
to be identified by the SEC as a “Commission-identified Issuer” under the HFCAA. However, ifIf the PCAOB
determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and
Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements
filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for
the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities
exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two
consecutive years under such circumstances. If our shares and the ADSs are prohibited from trading in the United States, there is no assurance
that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition
of being able to