Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Bright Scholar Education Holdings Limited (Name of Issuer) |
Class A Ordinary Shares, par value $0.00001 per share Class B Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) |
109199208 (CUSIP Number) |
Excellence Education Inv. Ltd No.1, Country Garden Road, Beijiao Town, Shunde District Foshan Guangdong, F4, 528300 86 757 2666 2233 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
Excellence Education Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,590,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Excellence Education Investment Limited has shared voting and dispositive power over the Issuer's 72,590,000 Class B Ordinary Shares directly held by it. (2) The percentage is calculated on an as-converted basis based on 31,079,795 Class A Ordinary Shares (excluding 235,022 Class A Ordinary Shares issued to The Bank of New York Mellon and reserved for further issuance to beneficiaries under the 2017 Share Incentive Plan) and 87,590,000 Class B Ordinary Shares issued and outstanding as of November 30, 2024, as disclosed in the Issuer's annual report on Form 20-F filed on December 13, 2024, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares at a conversion rate of 1:1. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Ordinary Shares beneficially owned by Excellence Education Investment Limited represent approximately 81.4% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
Ultimate Wise Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,451,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Ultimate Wise Group Limited has shared voting and dispositive power over the Issuer's 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by it. (2) The percentage is calculated on an as-converted basis based on 31,079,795 Class A Ordinary Shares (excluding 235,022 Class A Ordinary Shares issued to The Bank of New York Mellon and reserved for further issuance to beneficiaries under the 2017 Share Incentive Plan) and 87,590,000 Class B Ordinary Shares issued and outstanding as of November 30, 2024, as disclosed in the Issuer's annual report on Form 20-F filed on December 13, 2024, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares at a conversion rate of 1:1. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Ordinary Shares beneficially owned by Ultimate Wise Group Limited represent approximately 16.9% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
Noble Pride Global Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,041,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Noble Pride Global Limited has shared voting and dispositive power over the Issuer's 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited, both of which are its wholly owned subsidiaries. (2) The percentage is calculated on an as-converted basis based on 31,079,795 Class A Ordinary Shares (excluding 235,022 Class A Ordinary Shares issued to The Bank of New York Mellon and reserved for further issuance to beneficiaries under the 2017 Share Incentive Plan) and 87,590,000 Class B Ordinary Shares issued and outstanding as of November 30, 2024, as disclosed in the Issuer's annual report on Form 20-F filed on December 13, 2024, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares at a conversion rate of 1:1. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Ordinary Shares beneficially owned by Noble Pride Global Limited represent approximately 98.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
Yeung Family Trust V | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,041,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) TMF Trust (HK) Limited, in its capacity as the trustee of Yeung Family Trust V, is the sole shareholder of Noble Pride Global Limited. Therefore, Yeung Family Trust V has shared voting and dispositive power over the Issuer's 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited, both of which are wholly owned subsidiaries of Noble Pride Global Limited. (2) The percentage is calculated on an as-converted basis based on 31,079,795 Class A Ordinary Shares (excluding 235,022 Class A Ordinary Shares issued to The Bank of New York Mellon and reserved for further issuance to beneficiaries under the 2017 Share Incentive Plan) and 87,590,000 Class B Ordinary Shares issued and outstanding as of November 30, 2024, as disclosed in the Issuer's annual report on Form 20-F filed on December 13, 2024, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares at a conversion rate of 1:1. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Ordinary Shares beneficially owned by Yeung Family Trust V represent approximately 98.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
TMF Trust (HK) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,041,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) TMF Trust (HK) Limited, in its capacity as the trustee of Yeung Family Trust V, is the sole shareholder of Noble Pride Global Limited, and therefore is deemed to have shared voting and dispositive power over the Issuer's 451,559 Class A Ordinary Shares and 15,000,000 Class B Ordinary Shares directly held by Ultimate Wise Group Limited and 72,590,000 Class B Ordinary Shares directly held by Excellence Education Investment Limited. Both of Ultimate Wise Group Limited and Excellence Education Investment Limited are wholly owned subsidiaries of Noble Pride Global Limited. (2) The percentage is calculated on an as-converted basis based on 31,079,795 Class A Ordinary Shares (excluding 235,022 Class A Ordinary Shares issued to The Bank of New York Mellon and reserved for further issuance to beneficiaries under the 2017 Share Incentive Plan) and 87,590,000 Class B Ordinary Shares issued and outstanding as of November 30, 2024, as disclosed in the Issuer's annual report on Form 20-F filed on December 13, 2024, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares at a conversion rate of 1:1. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of our Class B Ordinary Shares is entitled to 20 votes per share on all matters submitted to them for a vote. Accordingly, based on the foregoing, the Ordinary Shares beneficially owned by TMF Trust (HK) Limited represent approximately 98.3% of the aggregate voting power of the total issued and outstanding Ordinary Shares of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
Hongru Zhou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 109199208 |
| 1 |
Name of reporting person
Ruolei Niu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.00001 per share Class B Ordinary Shares, par value $0.00001 per share | |
| (b) | Name of Issuer:
Bright Scholar Education Holdings Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
Suites 6-7, The Turvill Bldg Old Swiss, 149 Cherry Hinton Road, Cambridge, England,
UNITED KINGDOM
, Cb1 7bx. | |
Item 1 Comment:
This statement on Schedule 13D (the "Schedule 13D") constitutes an initial Schedule 13D filing on behalf of Hongru Zhou and Ruolei Niu. This Schedule 13D constitutes Amendment No. 1 to the Schedule 13D as originally filed by Yeung Family Trust V, Noble Pride Global Limited, Ultimate Wise Group Limited, Excellence Education Investment Limited and TMF Trust (HK) Limited with the Securities and Exchange Commission (the "SEC") on July 31, 2024. This Schedule 13D relates to Class A ordinary shares, par value $0.00001 per share (the "Class A Ordinary Shares") and Class B ordinary shares, par value $0.00001 per share (the "Class B Ordinary Shares") of Bright Scholar Education Holdings Limited, a Cayman Islands exempted company (the "Issuer"). The address of the principal executive offices of the Issuer is Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road Cambridge, England, Cb1 7bx, United Kingdom. The Issuer's American depositary shares (the "ADSs"), each representing four Class A Ordinary Shares, are listed on the New York Stock Exchange under the symbol "BEDU." As used in this Schedule 13D, the term "Ordinary Shares" or "Shares" includes Class A Ordinary Shares and Class B Ordinary Shares. | ||
| Item 2. | Identity and Background | |
| (a) | (1) Excellence Education Investment Limited ("Excellence Education"). (2) Ultimate Wise Group Limited ("Ultimate Wise"). (3) Noble Pride Global Limited ("Noble Pride"). (4) Yeung Family Trust V. (5) TMF Trust (HK) Limited ("TMF Trust"). (6) Hongru Zhou. (7) Ruolei Niu. | |
| (b) | (1) Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. (2) Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands. (3) Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (4) 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. (5) 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. (6) Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road, Cambridge, England, Cb1 7bx, United Kingdom. (7) Suites 6-7, The Turvill Building Old Swiss, 149 Cherry Hinton Road, Cambridge, England, Cb1 7bx, United Kingdom. | |
| (c) | (1) The principal business of Excellence Education is investment holding. (2) The principal business of Ultimate Wise is investment holding. (3) The principal business of Noble Pride is investment holding. (4) The principal business of the trustee of the Yeung Family Trust V is investment holding. (5) The principal business of TMF Trust is trustee services. (6) Hongru Zhou is the director and chairperson of the Issuer. (7) Ruolei Niu is the Chief Executive Officer of the Issuer. Excellence Education, Ultimate Wise, Noble Pride, Yeung Family Trust V, TMF Trust, Mr. Hongru Zhou and Mr. Ruolei Niu are collectively referred to as "Reporting Persons." The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and contro
l persons of the Reporting Persons as of the date hereof is set forth on Schedule A (attached as Exhibit 99). Ultimate Wise and Excellence Education are the record holders of the Ordinary Shares reported on this Schedule 13D. Noble Pride is the sole shareholder of each of Ultimate Wise and Excellence Education. TMF Trust, in its capacity as the trustee of Yeung Family Trust V, is the sole shareholder of Noble Pride. | |
| (d) | None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. | |
| (f) | (1) British Virgin Islands. (2) British Virgin Islands. (2) British Virgin Islands. (4) Jersey. (5) Hong Kong. (6) Hong Kong. (7) Hong Kong. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 19, 2018, Ms. Meirong Yang, by way of gift, transferred 100 ordinary shares of par value US$0.0001 each in the capital stock of Excellence Education, which represents the entire issued share capital of Excellence Education, to Noble Pride, a company directly and wholly owned by Yeung Family Trust V. On December 19, 2018, Ms. Huiyan Yang, by way of gift, transferred one ordinary share of par value US$1.00 each in the capital stock of Ultimate Wise, which represents its entire issued share capital stock, to Noble Pride, a company directly and wholly owned by Yeung Family Trust V. On January 8, 2019, Concrete Win Limited, for nil consideration, transferred 451,559 Class A Ordinary Shares of the Issuer to Ultimate Wise, a company directly and wholly owned by Noble Pride. The Reporting Persons together with Sure Brilliant Global Limited ("Sure Brilliant") intend to finance the Acquisition (as defined below) with equity and/or debt capital. | ||
| Item 4. | Purpose of Transaction | |
Yeung Family Trust V was established for succession planning purposes. Ms. Meirong Yang and Ms. Huiyan Yang, a relative of hers, are the joint settlors of Yeung Family Trust V. Prior to July 18, 2024, Ms. Meirong Yang and Ms. Huiyan Yang were also the members of the two-person investment committee of Yeung Family Trust V. On July 18, 2024, the composition of the investment committee of Yeung Family Trust V was restructured. Ms. Huiyan Yang resigned from the committee, and Mr. Hongru Zhou and Mr. Ruolei Niu were appointed as new members. The investment committee currently consists of three members: Ms. Meirong Yang, Mr. Hongru Zhou, and Mr. Ruolei Niu. Each member has one vote on the investment committee. The investment committee retains the sole power to vote the Ordinary Shares beneficially owned by Yeung Family Trust V or direct the trustee of Yeung Family Trust V to vote such shares. On May 26, 2025, the Reporting Persons together with Sure Brilliant jointly submitted a preliminary non-binding proposal (the "Proposal") to the board of directors of the Issuer. In the Proposal, the Reporting Persons together with Sure Brilliant proposed to acquire all outstanding Class A Ordinary Shares, including Class A Ordinary Shares represented by ADSs, that are not already beneficially owned by the Reporting Persons and Sure Brilliant in a going-private transaction for US$0.50 per Share (or US$2.00 per ADS) in cash (the "Acquisition"). The Proposal also provided, among other things, that the Reporting Persons together with Sure Brilliant would (a) conduct customary due diligence on the Issuer and its subsidiaries and (b) negotiate and finalize definitive agreements with respect to the Acquisition that would provide for representations, warranties, covenants and conditions that would be typical, customary and appropriate for transactions of this type. If the Acquisition is consummated, the ADSs will no longer be traded on the New York Stock Exchange and the Issuer's obligation to file periodic reports under the Securities Exchange Act of 1934 would terminate. No assurance can be given that any definitive agreement will be entered into or the Acquisition will be consummated. The Proposal provides that it does not constitute any binding commitment with respect to the Acquisition and that a binding commitment will result only from the execution of definitive agreements based on the terms and conditions therein. References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference in its entirety. The Reporting Persons acquired the Ordinary Shares reported herein for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Ordinary Shares or ADSs either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects and financial condition, the market for the Ordinary Shares and the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in Ordinary Shares and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the Ordinary Shares and the ADSs. Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Ordinary Shares that are beneficially owned by each Reporting Person as of the date hereof. | |
| (b) | See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Ordinary Shares that are beneficially owned by each Reporting Person as of the date hereof as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. | |
| (c) | Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Ordinary Shares during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99 Schedule A 99.1 Joint Filing Agreement dated May 28, 2025 by and among the Reporting Persons 99.2 Proposal Letter dated May 26, 2025 from Mr. Hongru Zhou, Mr. Ruolei Niu, Excellence Education, Ultimate Wise and Sure Brilliant to the board of directors of the Issuer | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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