Sec Form 13D Filing - Excellence Education Investment Limited filing for - 2025-10-15

(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. (8) Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (9) Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

(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 trustee services. (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. (8) The principal business of Wisdom Avenue is investment holding.(9) The principal business of Waterflower Investment is investment holding. Excellence Education, Ultimate Wise, Noble Pride, Yeung Family Trust V, TMF Trust, Mr. Hongru Zhou, Mr. Ruolei Niu, Wisdom Avenue and Waterflower Investment are collectively referred to as "Reporting Persons." The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control 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.

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).

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.

(1) British Virgin Islands. (2) British Virgin Islands. (2) British Virgin Islands. (4) Jersey. (5) Hong Kong. (6) Hong Kong. (7) Hong Kong. (8) British Virgin Islands. (9) British Virgin Islands.

Item 3 of the Schedule 13D is hereby amended and supplemented by the following: Pursuant to an agreement and plan of merger, dated as of October 13, 2025 (the "Merger Agreement"), by and among (i) Excellence Education Investment Limited, a BVI business company organized and existing under the laws of the British Virgin Islands ("Parent"), (ii) Bright Education Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent ("Merger Sub"), and (iii) the Issuer, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 99. 3 (previously filed with the SEC by the Issuer on Form 6-K on October 14, 2025) and is incorporated herein by reference in its entirety. The Reporting Persons anticipate that, at a price of US$2.30 in cash per ADS or US$0.575 in cash per Share, approximately US$14.74 million will be expended in acquiring approximately 25.63 million outstanding Shares owned by shareholders of the Issuer, other than the Reporting Persons (the "Purchased Shares"). This amount includes the estimated funds required to (i) purchase the Purchased Shares and (ii) pay for the outstanding options to purchase the Shares, in each case, as contemplated in the Merger Agreement. The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained pursuant to a subscription agreement, dated as of October 13, 2025 (the "Subscription Agreement"), by and among the Subscribers (as defined below) and Parent. The "Subscribers" include Wisdom Avenue and Waterflower Investment. Under the terms and subject to the conditions of the Subscription Agreement, the Subscribers will provide equity financing of an approximate amount of $14.74 million to Parent to consummate the Merger and in exchange subscribe for ordinary shares of Parent to be issued to each of the Subscribers. The descriptions of the Subscription Agreement and the transactions contemplated by it set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Subscription Agreement. A copy of the Subscription Agreement is filed as Exhibit 4 and is incorporated herein by reference in its entirety.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: Merger Agreement On October 13, 2025, Parent, Merger Sub and the Issuer entered into the Merger Agreement, pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving entity and a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, at the effective time of the Merger, each ADS issued and outstanding immediately prior to the effective time of the Merger, other than the ADSs representing the Excluded Shares (as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$2.30 in cash per ADS without interest, and each Share of the Issuer issued and outstanding immediately prior to the effective time of the Merger, other than the Excluded Shares (as defined in the Merger Agreement), Shares represented by ADSs and the Dissenting Shares (as defined in the Merger Agreement), will be cancelled in exchange for the right to receive US$0.575 in cash per Share without interest. If the transactions contemplated by the Merger Agreement are consummated, the Issuer will become a privately-held company beneficially owned by the Reporting Persons and Sure Brilliant Global Limited, and its ADSs will no longer be listed on the New York Stock Exchange. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 99.3 and is incorporated herein by reference in its entirety. Rollover Agreement Concurrently with the execution of the Merger Agreement, Sure Brilliant Global Limited (the "Rollover Shareholder"), Parent and Merger Sub entered into a rollover agreement (the "Rollover Agreement"). Pursuant to the Rollover Agreement, the Rollover Shareholder will contribute the Shares it holds to the Merger Sub in exchange for newly issued ordinary shares of Parent. The information disclosed in this paragraph of this Item 4 is qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit 99.5 and is incorporated herein by reference in its entirety. Share Transfer Agreement Concurrently with the execution of the Merger Agreement, Ultimate Wise and Merger Sub entered into a share transfer agreement (the "Share Transfer Agreement"). Pursuant to the Share Transfer Agreement, Ultimate Wise will transfer the Shares it holds to the Merger Sub for nominal value. The information disclosed in this paragraph of this Item 4 is qualified in its entirety by reference to the Share Transfer Agreement, a copy of which is filed as Exhibit 99. 6 and is incorporated herein by reference in its entirety. Subscription Agreement Concurrently with the execution of the Merger Agreement, the Subscribers and the Parent entered into the Subscription Agreement. Pursuant to the Subscription Agreement, among other things, the Subscribers will subscribe for certain newly issued ordinary shares of Parent for a total purchase price of US$ 14,736,235.70 (the "Purchase Price"). The Purchase Price will be used for the purpose of, among other things, financing the consummation of the Merger and the other Transactions (as defined in the Merger Agreement). The information disclosed in this paragraph is qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 99.4 and is incorporated herein by reference in its entirety. Limited Guarantees Concurrently with the execution of the Merger Agreement, Ruolei Niu and Hongru Zhou (each a "Guarantor" and collectively, the "Guarantors") each entered into a limited guarantee with the Issuer (the "Limited Guarantee"), pursuant to which such Guarantor guaranteed to the Issuer, on the terms and subject to the conditions set forth therein, the due and punctual payment, observance, performance and discharge as and when due of the payment obligations of Parent with respect to (i) the payment of the Parent Termination Fee (as defined in the Merger Agreement) pursuant to Section 9.2(c) of the Merger Agreement (subject to the terms and limitations of Section 9.2(d) of the Merger Agreement) and (ii) the reimbursement obligations of Parent pursuant to Section 9.2(f) of the Merger Agreement; provided that, in no event shall the Guarantor's aggregate liability exceed the percentage of the payment obligations of the Parent Termination Fee (as defined in the Merger Agreement) and reimbursement obligations as set forth therein. The information disclosed in this paragraph is qualified in its entirety by reference to the Limited Guarantees, a copy of which are filed as Exhibits 99. 7 through 99.8 and are incorporated herein by reference in their entirety. Except as set forth herein, 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. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5 of the Schedule 13D is hereby amended and supplemented by the following: The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment and the information set forth or incorporated in Items 3, 4, and 6 are hereby incorporated herein by reference in this Item 5. Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer. Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own.

See Item 5(a) above.

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.

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.

Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented by the following: The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference into this Item 6. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7 of the Schedule 13D is hereby amended and supplemented by the following: Exhibit 99 - Schedule A Exhibit 99.1 - Joint Filing Agreement dated October 15, 2025 by and among the Reporting Persons Exhibit 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 (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D filed on May 28, 2025) Exhibit 99.3 - Agreement and Plan of Merger by and among Parent, Merger Sub and the Issuer dated October 13, 2025 (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on October 14, 2025). Exhibit 99.4 - Subscription Agreement by and among Parent and Subscribers dated October 13, 2025 Exhibit 99.5 - Rollover Agreement by and among Sure Brilliant, Parent and Merger Sub dated October 13, 2025 Exhibit 99.6 - Share Purchase Agreement by and among Ultimate Wise and Merger Sub dated October 13, 2025 Exhibit 99.7 - Limited Guarantee by Mr. Hongru Zhou in favor of the Issuer dated October 13, 2025 Exhibit 99.8 - Limited Guarantee by Mr. Ruolei Niu in favor of the Issuer dated October 13, 2025