Bright Scholar Education Holdings Limited
No.1, Country Garden Road, Beijiao Town
Shunde District, Foshan, Guangdong 528300
The People’s Republic of China
May 15, 2017
VIA EDGAR
Mr. Larry Spirgel
Ms. Kathleen Krebs
Mr. Charles Eastman
Ms. Ivette Leon
Mr. Courtney Lindsay
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
U.S.A.
Re: Bright Scholar Education Holdings Limited (CIK No. 0001696355)
Registration Statement on Form F-1 (Registration No.:333-217359)
Registration Statement on Form8-A (File No.:001-38077)
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Bright Scholar Education Holdings Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on FormF-1, as amended (the“F-1 Registration Statement”), be accelerated to, and that theF-1 Registration Statement become effective at, 4:00 P.M., Eastern Time on May 17, 2017, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing ordinary shares of the Company, be declared effective concurrently with theF-1 Registration Statement (theF-1 Registration Statement, together with the Registration Statement on Form8-A, the “Registration Statements”).
If there is any change in the acceleration requests set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.
The Company understands that Morgan Stanley & Co. International plc and Deutsche Bank Securities Inc., on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter delivered to you today.
[Signature page follows]
Very truly yours, | ||
Bright Scholar Education Holdings Limited | ||
By: | /s/ Junli He | |
Name: | Junli He | |
Title: | Chief Executive Officer and Director |