As filed with the Securities and Exchange Commission on April 30, 2019

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Puxin Limited

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

Floor 16, Chuangfu Mansion

No. 18 Danling Street, Haidian District

Beijing, 100080, the People’s Republic of China

 

 

+86 10 8260 5578

 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s Principal Executive Offices)

 

 

 

2019 Noble Talent Share Incentive Plan

 

(Full title of the plan)

 

 

Cogency Global Inc.

10 E. 40th Street, 10th Floor
New York, NY, 10016

 

(Name and address of agent for service)

(800) 221-0102

(Telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Yunlong Sha

Chief Executive Officer

Puxin Limited

Floor 16, Chuangfu Mansion

No. 18 Danling Street, Haidian District

Beijing, 100080, the People’s Republic of China

+86 10 8260 5578

 

Li He, Esq.

Davis Polk & Wardwell LLP

18/F, The Hong Kong Club Building

3A Charter Road, Central

Hong Kong

+852-2533-3300

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

 

 

 


 

 

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered(1)

Amount to be Registered (2)

Proposed Maximum Offering Price Per Share

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Ordinary shares, par value $0.00005 per share

8,879,986(3)

$0.001(3)

$8,879.99

$1.08

 

(1)

The ordinary shares of Puxin Limited (the “Registrant”) registered hereunder are represented by the Registrant’s American depositary shares (“ADSs”), with each ADS representing two ordinary shares, par value $0.00005 per share. The registrant’s ADSs issuable upon deposit of the ordinary shares have been registered under a separate registration statement on Form F-6 (333-225351).

(2)

Represents ordinary shares of the Registrant issued to Long favor Limited in connection with the 2019 Noble Talent Share Incentive Plan of the Registrant (the “2019 Noble Talent Plan”) for the purpose of transferring such shares to the plan participants upon the exercise of currently outstanding options granted under the 2019 Noble Talent Plan as of the date of this registration statement. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Plans.

(3)

Represents ordinary shares issued to Long favor Limited for the purpose of transferring such shares to the plan participants upon the exercise of currently outstanding options granted under the 2019 Noble Talent Plan as of the date of this registration statement. The proposed maximum offering price per share represents the exercise price of these outstanding options.

 

 

 


 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1. PLAN INFORMATION*

 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the Plans covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.

 

(1)The Registrant’s prospectus filed with the Commission on June 15, 2018 pursuant to Rule 424(b)(4) under the Securities Act (Securities Act File No. 333-225047);

 

(2)The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed on June 4, 2018, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-38514); and

 

(3)The Registrant’s annual report on Form 20-F filed with the Commission on April 25, 2019, including any amendment subsequently filed.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4.  DESCRIPTION OF SECURITIES

 

Not applicable.

 

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

 

Not applicable.

 

 


 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. The Registrant’s second amended and restated memorandum and articles of association provide for indemnification of officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such officers and directors, other than by reason of such directors or officers’ own dishonesty, willful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgement) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such directors or officers in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-225047), the Registrant has agreed to indemnify its directors and officers against, to the fullest extent permitted by applicable law, any and all expenses and liabilities actually and reasonably incurred by reason of such director’s or officer’s corporate status.

 

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

 

Not applicable.

ITEM 8. EXHIBITS.

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

 

ITEM 9.  REQUIRED UNDERTAKINGS

 

(a)The undersigned Registrant hereby undertakes:

 

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

 


 

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 


 

EXHIBIT INDEX

 

Exhibit Number

 

Description of Exhibit

  4.1

 

Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1 filed on May 18, 2018) (Securities Act File No. 333-225047)

 

 

 

  4.2

 

Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Registrant’s registration statement on Form F-1 filed on May 18, 2018) (Securities Act File No. 333-225047)

 

 

 

  4.3

 

Deposit Agreement, among the Registrant, Deutsche Bank Trust Company Americas, as depositary and holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (incorporated herein by reference to Exhibit 4.3 to the Registrant’s registration statement on Form F-1 filed on May 18, 2018) (Securities Act File No. 333-225047)

 

 

 

  4.4

 

Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3)

 

 

 

  5.1*

 

Opinion of Walkers (Hong Kong)

 

 

 

10.1*

 

2019 Noble Talent Share Incentive Plan

 

 

 

23.1*

 

Consent of Walkers (Hong Kong) (included in Exhibit 5.1)

 

 

 

23.2*

 

Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm

 

 

 

24.1*

 

Power of Attorney (included on the signature page hereof)

 

* Filed herewith

 


 

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on April 30, 2019.

 

 

 

 

Puxin Limited

 

 

By:

 

/s/ Yunlong Sha

Name:

 

Yunlong Sha

Title:

 

Chief Executive Officer and Chairman

 

 


 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Yunlong Sha and Peng Wang, and each of them acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on April 30, 2019.

 

 

 

 

Signature

  

Title

 

 

/s/ Yunlong Sha

  

Chief Executive Officer and Chairman

Name: Yunlong Sha

  

 

 

 

/s/ Ming Hu

  

Independent Director

Name: Ming Hu

  

 

 

 

/s/ Kehai Xie

  

Independent Director

Name: Kehai Xie

  

 

 

 

/s/ Neng Wang

  

Independent Director

Name: Neng Wang

  

 

 

 

/s/ Peng Wang

  

Chief Financial Officer

Name: Peng Wang

  

(principal financial and accounting officer)

 

 

 

 


 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this registration statement or amendment thereto in New York on April 30, 2019.

 

 

 

 

 

 

Cogency Global Inc.

 

 

By:

 

/s/ Chiang Sheung Lin

 

 

Name:

 

Chiang Sheung Lin

 

 

Title:

 

Assistant Secretary

 

 

new-ex51_31.htm

 

Exhibit 5.1

30 April 2019

Our Ref: MC/JWYL/P3059-H18771

 

 

Puxin Limited

Floor 16, Chuangfu Mansion

No. 18 Danling Street

Haidian District

Beijing, 100080

People’s Republic of China

Dear Sir or Madam

Puxin Limited

 

We have acted as Cayman Islands legal advisers to Puxin Limited (the “Company”) in connection with the Company’s registration statement on Form F-8, (the “Registration Statement”), to be filed with the Securities and Exchange Commission relating to the registration under the U.S. Securities Act of 1933, as amended, in relation to the ordinary shares of a par value of US$0.00005  each in the share capital of the Company (the “Shares”) issuable pursuant to the "Plan" as defined in Schedule 1.

 

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.  We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this Opinion nor upon matters of fact or the commercial terms of the transactions the subject of this Opinion.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

1.

The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

2.

The Shares to be issued and allotted pursuant to the Plan have been duly authorised. When allotted, issued and fully paid for in the manner contemplated in

 

 


 

the Plan and in accordance with the resolutions adopted by the Directors and when appropriate entries have been made in the Register of Members of the Company, the Shares will be validly issued, allotted and fully paid, and there will be no further obligation on the holder of any of the Shares to make any further payment to the Company in respect of such Shares.

We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission promulgated thereunder.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.  

This opinion shall be construed in accordance with the laws of the Cayman Islands.

Yours faithfully

/s/ WALKERS (Hong Kong)

WALKERS (Hong Kong)

 

 

 

 

 


 

Schedule 1

LIST OF DOCUMENTS EXAMINED

1.

The Certificate of Incorporation dated 17 March 2017, Amended Memorandum and Articles of Association as adopted on 5 February 2018, the Second Amended and Restated Memorandum and Articles of Association as conditionally adopted by special resolution on 17 May 2018 and effective upon the commencement of the trading of the Company's American Depositary Shares on the New York Stock Exchange (the "Memorandum and Articles"), the Register of Members and the Register of Directors, copies of which have been provided to us by its registered office in the Cayman Islands (together the "Company Records").

 

2.

A Certificate of Good Standing dated 12 April 2019 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

3.

A copy of the executed written resolutions of the Board of Directors of the Company dated 5 March 2019 (the "Resolutions").

4.

A copy of the 2019 Noble Talent Share Incentive Plan adopted on 5 March 2019 (the "Plan").

5.

The Registration Statement.

 


 

Schedule 2

ASSUMPTIONS

1.

The originals of all documents examined in connection with this opinion are authentic. All documents purporting to be sealed have been so sealed.  All copies are complete and conform to their originals. Any translations are a complete and accurate transaction of the original document they purport to translate.

2.

The Memorandum and Articles reviewed by us are the memorandum and articles of association of the Company and are in force at the date hereof.

3.

The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately so recorded.

4.

There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which restrict the powers and authority of the Directors of the Company in any way or which would affect any opinion given herein.

5.

The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

6.

The Resolutions remain in full force and effect and have not been revoked or varied.

 


 

Schedule 3

QUALIFICATIONS

1.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar.  The Company shall be deemed to be in good standing under section 200A of the Companies Law on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law.

 

 

new-ex101_30.htm

 

Exhibit 10.1

PUXIN LIMITED

 

2019 NOBLE TALENT SHARE INCENTIVE PLAN

Section 1. Purpose.

The purpose of the Puxin Limited (“Puxin”) 2019 Noble Talent Share Incentive Plan (“2019 Noble Talent Plan”) is to enhance the ability of Puxin to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company.

 

Section 2. Structure.

Each Award (as defined below) granted by the Company pursuant to the terms of this 2019 Noble Talent Plan, shall be granted to each participant, and the corresponding Shares issuable upon the exercise of such Award (the “Award Shares”) shall be issued to the participants or an entity designated by the participants.

 

Section 3. Definitions.

As used in this 2019 Noble Talent Plan and any Award Agreement (as defined below), the following terms shall have the meanings set forth below:

(a)2019 Noble Talent Plan” shall mean this Puxin 2019 Noble Talent Share Incentive Plan, as amended from time to time.

(b)Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(c)Applicable Laws” shall mean all laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this 2019 Noble Talent Plan or any Award granted pursuant to this 2019 Noble Talent Plan, including but not limited to applicable laws of the People’s Republic of China (“PRC”), the United States and the Cayman Islands, and the rules and requirements of any applicable securities exchange.

(d)Award” shall mean any Option, award of Restricted Share, Restricted Share Unit or Other Share-Based Award granted under this 2019 Noble Talent Plan.

(e)Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under this 2019 Noble Talent Plan.

(f)Board” shall mean the board of directors of the Company.

(g)Cause” shall mean an act or acts on the part of the Participant constituting a violation of the internal rules and procedures of the Company or an Affiliate that employs or retains such Participant.

(h)Committee” shall mean the Compensation Committee of the Board. In the absence of any compensation committee or any other related designation by the Board, the Board shall assume all of the powers and responsibilities under this 2019 Noble Talent Plan.

(i)Company” shall mean Puxin Limited, a company incorporated under the laws of the Cayman Islands, together with any successor thereto.

(j)Consultant” means any individual, including an advisor, who is engaged by the Company or an Affiliate to render services and is compensated for such services, and any director of the Company whether or not compensated for such services.

(k)Discharge” shall mean that the relationship between the Participant and the Company or an Affiliate, whether it is employment or consultancy, is terminated due to economic layoffs or restructuring of the Company or an Affiliate, as the case may be.

(l)Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities) the fair market value of such property

 


 

determined by such methods or procedures as shall be established from time to time by the Committee.

(m)Option” shall mean an option granted under Section 7 hereof.

(n)Other Share-Based Award” shall mean a right granted under Section 9 hereof.

(o)Participant” shall mean an individual granted an Award under this2019 Noble Talent Plan.

(p)Restricted Share” shall mean any Share granted under Section 8 hereof.

(q)Restricted Share Unit” shall mean a contractual right granted under Section 8 hereof that is denominated in Shares, each of which represents a right to receive the value of a Share (or a percentage of such value, which percentage may be higher than 100%) upon the terms and conditions set forth in this 2019 Noble Talent Plan and the applicable Award Agreement.

(r)Shares” shall mean ordinary shares of the Company, par value $0.00005 per share.

(s)Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by, or held by the employees of, a company or other entity or business acquired (directly or indirectly) by the Company or with which the Company combines.

 

Section 4. Eligibility.

(a)Employees (each, an “Employee”) and the Consultants of the Company or an Affiliate are eligible to participate in this 2019 Noble Talent Plan. An Employee or Consultant who has been granted an Award may, if he or she is otherwise eligible, be granted additional Awards.

(b)An individual who has agreed to accept employment by, or to provide services to, the Company or an Affiliate shall be deemed to be eligible for Awards hereunder as of the date of such agreement.

 

Section 5. Administration.

(a)This 2019 Noble Talent Plan shall be administered by the Committee formed in accordance with applicable stock exchange rules, unless otherwise determined by the Board. The term “Administrator” shall refer to the Board or the Committee, as applicable. The Administrator may delegate its duties and powers under this 2019 Noble Talent Plan in whole or in part to a person or committee designated by it.

(b)Subject to the terms of this 2019 Noble Talent Plan and Applicable Laws, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under this 2019 Noble Talent Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under this 2019 Noble Talent Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer this 2019 Noble Talent Plan and any instrument or agreement relating to, or Award made under, this 2019 Noble Talent Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this 2019 Noble Talent Plan; (ix) determine whether and to what extent Awards should comply or continue to comply with any requirement of statute or regulation; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this 2019 Noble Talent Plan.

 


 

(c)All decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company, the shareholders of the Company and the Participants and their beneficiaries.

 

Section 6. Shares Available for Awards.

(a)Subject to adjustment as provided below, the maximum aggregate number of Shares that may be issued pursuant to all Awards shall not exceed 8,879,986 Ordinary Shares.

(b)If, after the effective date of this 2019 Noble Talent Plan, any Shares covered by an Award, or to which such an Award relates, are forfeited, cancelled or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under this 2019 Noble Talent Plan.

(c)In the event that any Option or other Award granted hereunder (other than a Substitute Award) is exercised through the delivery of Shares, or in the event that withholding tax liabilities arising from such Option or Award are satisfied by the withholding of Shares by the Company, the number of Shares available for Awards under this 2019 Noble Talent Plan shall be increased by the number of Shares so surrendered or withheld.

(d)Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market.

(e)In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2019 Noble Talent Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate limit specified in Section 6(a) hereof, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, and (iv) the minimum number of Shares which may be purchased by the holder of an outstanding Award at any one time; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(f)Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under this 2019 Noble Talent Plan.

 

Section 7. Options.

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of this 2019 Noble Talent Plan, as the Committee shall determine and set forth in the Award Agreement:

(a)The purchase price per Share, if any, under an Option shall be determined by the Committee.

(b)The term of each Option shall be fixed by the Committee; provided, however, that the term shall not be longer than seven years from the date of grant thereof.

(c)The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

 

Section 8. Restricted Shares and Restricted Share Units.

(a)The Committee is hereby authorized to grant Awards of Restricted Shares and Restricted Share Units to Participants.

 


 

(b)If Restricted Shares are granted to or received by a Participant under an Award (including a Share Option), the Committee shall set forth in the related Award Agreement: (i) the number of Shares awarded, (ii) the price, if any, to be paid by the Participant for such Restricted Shares, (iii) the time or times within which such Award may be subject to forfeiture, and (iv) all other terms, limitations, restrictions, and conditions of the Restricted Shares, which shall be consistent with this Plan.

(c)Restricted Shares and Restricted Share Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Restricted Share or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(d)Any Restricted Share granted under this 2019 Noble Talent Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a share certificate or certificates, creation of a new class of shares or amendment of the Memorandum and/or Articles of Association of the Company. In the event any share certificate is issued in respect of Restricted Shares granted under this 2019 Noble Talent Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Share.

 

Section 9. Other Share-Based Awards.

The Committee is hereby authorized to grant to Participants such other Awards (including, without limitation, share appreciation rights and rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Committee to be consistent with the purposes of this 2019 Noble Talent Plan. Subject to the terms of this 2019 Noble Talent Plan, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 9 shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, shall, except in the case of Substitute Awards, not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

 

Section 10. General Provisions Applicable to Awards.

(a)All Awards shall be evidenced by an Award Agreement between the Company and each Participant.

(b)Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by Applicable Laws.

(c)Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(d)Subject to the terms of this 2019 Noble Talent Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(e)Unless the Committee shall otherwise determine, no Award and no right under any such Award, shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable

 


 

during the Participant’s lifetime only by the Participant or, if permissible under Applicable Laws, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, charged, mortgaged, alienated, attached, or otherwise encumbered, and any purported pledge, charge, mortgage, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(f)All certificates for Shares or other securities delivered under this 2019 Noble Talent Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this 2019 Noble Talent Plan or the rules, regulations, and other requirements of the United States Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any Applicable Laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g)No Shares shall be delivered under the 2019 Noble Talent Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any of its subsidiaries shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or its subsidiaries, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable event concerning a Participant arising as a result of the 2019 Noble Talent Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sum required to be withheld. Notwithstanding any other provision of the 2019 Noble Talent Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.

 

Section 11. Amendment and Termination.

(a)Except to the extent prohibited by Applicable Laws and unless otherwise expressly provided in an Award Agreement or in this 2019 Noble Talent Plan, the Committee may amend, alter, suspend, discontinue or terminate this 2019 Noble Talent Plan, or any Award Agreement hereunder or any portion hereof or thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval, if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Committee deems it necessary or desirable to qualify or comply, (ii) shareholder approval as provided in the Company’s Memorandum and Articles of Association for any amendment to this 2019 Noble Talent Plan that increases the total number of Shares reserved for the purposes of this 2019 Noble Talent Plan, and (iii) with respect to any Award Agreement, the consent of the affected Participant, if such action would materially and adversely affect the rights of such Participant under any outstanding Award.

(b)The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided, however, that no such action shall materially and adversely affect the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under this 2019 Noble Talent Plan; and provided further that, except as provided in Section 6(e) hereof, no such action shall reduce the exercise price of any Option established at the time of grant thereof.

(c)The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 6(e) hereof affecting the Company, or the financial statements of the Company, or of changes in Applicable Laws or accounting principles); whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2019 Noble Talent Plan.

 


 

(d)Any provision of this 2019 Noble Talent Plan or any Award Agreement to the contrary notwithstanding, with the affected Participant’s consent, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award as of the time of the cancellation.

(e)The Committee may correct any defect, supply any omission, or reconcile any inconsistency in this 2019 Noble Talent Plan or any Award in the manner and to the extent it shall deem desirable to carry this 2019 Noble Talent Plan into effect.

Section 12. Withholding Taxes.

The exercise of each Award granted under this 2019 Noble Talent Plan shall be subject to the condition that, if at any time, the Committee shall determine that the satisfaction of withholding tax is necessary or desirable in respect of such exercise, such exercise shall not be effective unless such withholding has been effected to the satisfaction of the Committee. In such circumstances, the Committee may require the exercising Participant to pay to the Company, in addition to and in the same manner as the Exercise Price for the Award Shares, such amount as the Company or any Affiliate is obliged to remit to the relevant taxing authority in respect of the exercise of the Awards. Alternatively, the Committee may direct the Company or an Affiliate thereof to withhold the appropriate amount of tax from the applicable Participant’s salary in connection with a requested exercise. Any such additional payment shall be due no later than the date as of which any amount with respect to the Award exercised first becomes includable in the gross income of the exercising Participant for tax purposes.

 

Section 13. Miscellaneous.

(a)No employee, independent contractor, Participant or other person shall have any claim to be granted any Award under this 2019 Noble Talent Plan, and there is no obligation for uniformity of treatment of employees, independent contractors, Participants, or holders or beneficiaries of Awards under this 2019 Noble Talent Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b)Nothing contained in this 2019 Noble Talent Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(c)The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant from employment or terminate the services of an independent contractor, free from any liability, or any claim under this 2019 Noble Talent Plan, unless otherwise expressly provided in this 2019 Noble Talent Plan or in any Award Agreement or in any other agreement binding the parties.

(d)If any provision of this 2019 Noble Talent Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify this 2019 Noble Talent Plan or any Award under any Applicable Laws, such provision shall (to the fullest extent permitted by Applicable Laws) be construed or deemed amended to conform to Applicable Laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this 2019 Noble Talent Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of this 2019 Noble Talent Plan and any such Award shall remain in full force and effect.

(e)Awards payable under this 2019 Noble Talent Plan shall be payable in Shares or from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Shares, except as expressly otherwise provided) of the Company or one of its subsidiaries by reason of any award hereunder.

(f)Neither this 2019 Noble Talent Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

 


 

(g)No fractional Shares shall be issued or delivered pursuant to this 2019 Noble Talent Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(h)This 2019 Noble Talent Plan shall be submitted to the competent foreign exchange regulatory authority and tax authority of the PRC for registration if Applicable Laws require, and shall be implemented in accordance with the applicable rules of these authorities with respect to Participants who are PRC residents.

(i)In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may, in its sole discretion, provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, amendments, restatements or alternative versions of this 2019 Noble Talent Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this 2019 Noble Talent Plan as in effect for any other purpose; provided, however, that no such supplements, restatements or alternative versions shall increase the share limitations contained in Section 6 hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.

(j)The Company shall not be obligated to grant any Awards, permit the exercise of any Awards, issue any Award Shares upon the exercise of any Awards, make any payments or take any other action pursuant to this 2019 Noble Talent Plan if, in the opinion of the Committee, such action would conflict or be inconsistent with any Applicable Law, the Company’s trading policies or would result in any delay or other issues in connection with an IPO, and the Committee reserves the right to refuse to take such action for so long as such conflict or inconsistency or issue remains outstanding.

(k)The Company shall maintain a register of Awards granted to the Participants and Award Shares issued to the Participants or an entity designated by the Participants, including the dates of grant of such Awards and the exercise of such Awards and any other details as the Committee may deem appropriate.

(l)The 2019 Noble Talent Plan and all Award Agreements shall be governed by and construed in accordance with the laws of the Cayman Islands.

 

Section 14. Effective Date of 2019 Noble Talent Plan.

The 2019 Noble Talent Plan shall be effective as of the date of its approval by the Board of the Company.

 

Section 15. Term of 2019 Noble Talent Plan.

No Award shall be granted under this 2019 Noble Talent Plan after the tenth anniversary of the effective date as determined in Section 14 hereof. However, unless otherwise expressly provided in this 2019 Noble Talent Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend this 2019 Noble Talent Plan, shall extend beyond such date.

 

new-ex232_139.htm

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated April 25, 2019, relating to the financial statements of Puxin Limited, its subsidiaries, its consolidated variable interest entity (“VIE”) and VIE’s subsidiaries and schools (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the translation of Renminbi amounts to United States dollar amounts) appearing in the Annual Report on Form 20-F of Puxin Limited for the year ended December 31, 2018.

 

 

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Beijing, the People’s Republic of China

April 30, 2019