Bright Scholar Education Holdings Ltd. (中国)

The Company, its subsidiaries, schools, its variable interest entities (the “VIE”s) and its VIEs' subsidiaries and schools are principally engaged in the provision of full spectrum private fundamental education, including for-profit and not-for-profit kindergarten, primary, middle, high school and international schools in the People's Republic of China (the “PRC”), complementary education services, operation services for domestic schools, and education programs and services including independent schools and colleges in United Kingdom (the “UK”), the United States ( the “US”) and Canada.
The Company was founded in 1994 and is based in Foshan, China. The Company was incorporated under the laws of Cayman Islands on December 16, 2016.
On May 18, 2017, the Company s common shares listing on the New York Stock Exchange under the symbol “BEDU.”
BUSINESS
The Company operates as a holding company. Their mission is to deliver world-class education to students in China and globally. They are the largest operator of international and bilingual K-12 schools in China in terms of student enrollment as of September 1, 2016, according to the Frost Sullivan report. They are dedicated to providing quality international education to Chinese students and equipping them with the critical academic foundation and skillsets necessary to succeed in the pursuit of higher education overseas. They also complement their international offerings with Chinese government-mandated curriculum for students who wish to maintain the option of pursuing higher education in China. The Copnay established one of the first private schools in China in 1994 and have since expanded their network to operate 51 schools as of February 28, 2017, covering the breadth of K-12 academic needs of their students across seven provinces in China. In the first half of the 2017 school year, they had an average of 29,230 students enrolled at our schools, representing an increase of 54.6 from an average of 18,913 students enrolled during the 2014 school year. The Company, their ultimate Cayman Islands holding company, does not have any substantive operations other than indirectly controlling BGY Education Investment Management Co., Ltd., or BGY Education Investment, their affiliated entity which controls and holds their schools, through certain contractual arrangements.
The Company s revenue from four operating segments, including international schools, bilingual schools, kindergartens and complementary education services.
HISTORY
The first education facility of the Group, Guangdong Country Garden School (“GCGS”), was founded in 1994 of which 70 of the interest was owned by an entity owned by Mr. Yang Guoqiang (“Mr. G”, being father of Ms. Yang Huiyan (“Ms. H”) and brother of Ms. Yang Meirong (“Ms. M”) and the remaining 30 interest was owned by other four Cofounders.
Between 2002 and 2007, 5 other schools have been established by Mr. G and the Cofounders. In 2008, Ms. H, daughter of Mr. G, and Ms. M, Mr. G's sister, (collectively as the “Yang's Family”) succeeded the school business from Mr. G and thereafter, the Yang's Family was acting in collaboration on significant operating decisions and financing decisions of the Group and the schools. The Yang's Family collaboratively established another 30 schools for the period between 2008 and 2014.
In 2014, Yang's Family established BGY Education Investment and held 100 of its equity interest. Between 2014 and 2016, BGY Education Investment founded 14 kindergartens and private schools of which the Yang's Family was acting in collaboration on the significant operating and financing decisions of BGY Education Investment and the 14 schools.
In addition, on January 27, 2016, Yang's Family acquired the shareholding of Impetus Investment Limited (Cayman Island) (“Impetus”), a Cayman Islands exempted company, which through its Hong Kong subsidiary, Time Education China Holdings Limited (“Time Education HK”), and PRC subsidiary, Time Elan Education Technology Co., Ltd. (“Elan Education”), and, through a contractual arrangement, indirectly operates 15 training institutes in the PRC under the brand of “Elan”.
In order to raise capital for the Group through an initial public offering, Yang's Family incorporated Bright Scholar in December 2016 as the proposed listing entity (“Reorganization”). The main purpose of the Reorganization was to establish a Cayman holding company as the listing vehicle in preparation for an overseas initial public offering.
The Company was incorporated in December 2016 and the current structure was completed and in existence by February 28, 2017.
On March 1, 2018, the Group acquired 70 equity interest of Can-achieve (Beijing) Education Consulting Co., Ltd. and its subsidiaries (“Can-achieve Group”) with a total cash consideration of RMB 264,338, all of which has been paid as of August 31, 2018.
On March 1, 2018, the Group acquired 75 equity interest of Wuhan Qiaosheng Education Investment Co., Ltd. and its subsidiaries (“Xinqiao Group”) with a total cash consideration of RMB 114,469, of which RMB 89,469 has not been paid as of August 31, 2018 and was recorded in amounts due to related parties (non-controlling shareholder of Xinqiao Group) in the consolidated balance sheets.
On December 1, 2018, the Group acquired 70 equity interest of Hangzhou Impression Arts Training Limited Co., Ltd. ( Hangzhou Impression ) with a total cash consideration of RMB 70,000, which has been fully paid as of August 31, 2019. Hangzhou Impression is a Zhejiang-based art training institution providing training services to art students.
On December 1, 2018, the Group acquired 100 equity interest of Bournemouth Collegiate School ( BCS ) with a total cash consideration of approximately RMB 91,958, which has been fully paid as of August 31, 2019. BCS is an independent co-educational day and boarding school for pupils aged 2 to18, located in Bournemouth, Dorset, England. The goodwill acquired from the acquisition was insignificant.
On May 1, 2019, the Group acquired 80 equity interest of Wuhan Sannew Education Development Co., Ltd. and its subsidiaries ( Wuhan Sannew ) with a total cash consideration of RMB 296,850, which has been fully paid as of August 31, 2019. Wuhan Sannew operates an American style private boarding school in Wuhan.
On July 12, 2019, the Group acquired 100 equity interest of CATS Colleges Holdings Limited and its subsidiaries ( CATS ), with a total consideration of GBP 150,460 (with equivalent to RMB 1,299,365), including GBP 40,208 cash consideration and GBP 110,252 of debt settlement on behalf of CATS. Total consideration has been fully paid as of August 31, 2019. CATS provides education services to international students with global campuses located across the United Kingdom, the United States, and Canada.
On September 2, 2019, the Group acquired 100 equity interest of STM and BIC, with a total consideration of GBP 40,730 (with equivalent to RMB 352,699). Prior to fiscal year 2020, the Group has made a deposit of GBP 38,310 (approximately RMB 333,348 ), and remaining consideration has been fully paid as of August 31, 2020. STM and BIC provide independent boarding education services to students from the UK and abroad in the UK.
On August 31 , 2020 , the Group acquired 51 equity interest of Shanghai Huodai Business Information Consulting Co., Ltd. (“Linstitute”) with a total consideration of approximately RMB 28,709.