CUPERTINO, Calif., March 6, 2024  /PRNewswire/ -- Ambow Education Holding Ltd. (NYSE American: AMBO) ("Ambow" or the "Company"), an AI technology-driven educational company, today announced the appointment of Norm Allgood as fractional Head of HybriU, effective immediately. In this newly established position, Mr. Allgood will lead the dissemination and implementation of HybriU, Ambow's cutting-edge, AI-driven hybrid learning solution for education and workforce training. Mr. Allgood holds over two decades o ...

To be completely upfront, stocks to sell represent a terribly unpopular subject for obvious reasons. Still, I hope you’ll extend me some rope so that I can make my case. Each of the companies you see appear on this list for the following main reasons:They all skyrocketed sharply this year.Worse yet, they feature questionable business models or relevance.Generally, their 15 minutes of fame may be up.Ultimately, what I’m trying to do is to protect you from the occasional irrationality of the market. You might ...

CUPERTINO, Calif., Jan. 29, 2024 /PRNewswire/ -- Ambow Education Holding Ltd. (NYSE American: AMBO) ("Ambow" or the "Company"), an AI technology-driven educational company, today announced its plan to change the ratio of its American depositary shares ("ADSs") to its Class A ordinary shares from one (1) ADS, representing two (2) Class A ordinary shares, to one (1) ADS representing twenty (20) Class A ordinary shares (the "ADS Ratio Change"). The ADS Ratio Change is expected to become effective on or about F ...

Core Insights - Ambow Education Holding Ltd. showcased its AI-driven digital education solution, HybriU, at CES 2024, emphasizing its role in hybrid learning [1] - HybriU is designed to meet the growing global demand for higher education and workforce training, enabling institutions to transition to hybrid classrooms affordably [2] - Ambow operates primarily in the United States, offering individualized career education services through its patented technology [3] Group 1 - HybriU is the first AI-driven plug-and-play total digital education solution tailored for hybrid learning environments [1] - The solution includes features such as instant AI translation and SaaS-based IT solutions [1] - HybriU is being adopted by colleges, universities, and corporations worldwide to enhance traditional teaching methods [2] Group 2 - Ambow Education is positioned to capitalize on the increasing demand for scalable and affordable education solutions [2] - The company operates for-profit colleges and utilizes a dynamic open platform technology to deliver high-quality education [3] - Ambow's focus on AI technology aligns with current trends in the education sector, enhancing its competitive edge [3]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SEC ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SEC ...

[FORM 20-F Filing Information](index=1&type=section&id=FORM%2020-F) This section details the company's Form 20-F annual report filing for fiscal year 2020, identifying Ambow Education Holding Ltd. as the Cayman Islands registrant [Cover Page Details](index=1&type=section&id=FORM%2020-F%20Cover%20Page) This section details the company's filing status as an annual report on Form 20-F for the fiscal year ended December 31, 2020, identifying Ambow Education Holding Ltd. as the registrant Registrant Information | Attribute | Value | | :--- | :--- | | Form Type | FORM 20-F | | Fiscal Year End | December 31, 2020 | | Registrant Name | AMBOW EDUCATION HOLDING LTD. | | Jurisdiction of Incorporation | Cayman Islands | | Principal Executive Offices | Beijing, People's Republic of China | | Trading Symbol | AMBO | | Exchange | NYSE American LLC | | Outstanding Class A Ordinary Shares (as of Dec 31, 2020) | 41,923,276 | | Outstanding Class C Ordinary Shares (as of Dec 31, 2020) | 4,708,415 | | Well-known seasoned issuer | No | | Required to file reports pursuant to Section 13 or 15(d) | No | | Filed all required reports in preceding 12 months | Yes | | Submitted Interactive Data File | No | | Filer Status | Non-accelerated filer | | Accounting Standards | U.S. GAAP | [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section lists the contents and page numbers of the annual report [Conventions and Definitions](index=4&type=section&id=CONVENTIONS%20THAT%20APPLY%20IN%20THIS%20ANNUAL%20REPORT%20ON%20FORM%2020-F) This section defines key terms and abbreviations used throughout the annual report [Key Terms and Abbreviations](index=4&type=section&id=CONVENTIONS%20THAT%20APPLY%20IN%20THIS%20ANNUAL%20REPORT%20ON%20FORM%2020-F) This section defines key terms and abbreviations used throughout the annual report, such as 'ADSs' (American depositary shares) and 'Ambow' (referring to the company and its subsidiaries/VIEs) - Key terms defined include ADSs, ADRs, Ambow (company and subsidiaries/VIEs), China/PRC (excluding HK, Macau, Taiwan), GaoKao/ZhongKao (Chinese entrance exams), IPO, RMB, U.S. GAAP, and VIEs (variable interest entities)[6](index=6&type=chunk)[7](index=7&type=chunk) [Forward-Looking Statements](index=5&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines the nature and risks associated with forward-looking statements in the report [Nature and Risks of Forward-Looking Statements](index=5&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section highlights that the annual report contains forward-looking statements about future events and financial performance, which involve known and unknown risks and uncertainties - Forward-looking statements are based on current expectations and future events, but involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[8](index=8&type=chunk) - Key areas of forward-looking statements include anticipated business trends and challenges, ability to meet market needs, competitive landscape, intellectual property protection, risks of new learning centers, funding needs, impact of real property defects, brand awareness, growth management, and risks from the COVID-19 pandemic and economic conditions in China[8](index=8&type=chunk) - Readers should not rely on forward-looking statements as predictors of future events, and the company undertakes no obligation to update or revise them publicly[9](index=9&type=chunk) [Summary of Risks](index=5&type=section&id=Summary%20of%20Risks) This section provides an overview of the significant investment risks associated with the company's securities [Overview of Investment Risks](index=5&type=section&id=Summary%20of%20Risks) An investment in the company's securities involves a high degree of risk, which could materially adversely affect business, financial condition, and operating results, potentially leading to a decline in trading price - Investment in the company's securities carries a **high degree of risk**, potentially leading to adverse effects on business, financial condition, operating results, and stock price[10](index=10&type=chunk) - Inability to attract students could lead to declining net revenues and profitability[10](index=10&type=chunk) - Significant competition in all major programs and markets could result in loss of market share and profitability[10](index=10&type=chunk) - Potential delisting from NYSE American could limit investor transactions and access to capital markets[12](index=12&type=chunk) - Failure to successfully integrate acquired businesses may lead to loss of anticipated benefits and increased expenses[12](index=12&type=chunk) - Risks from natural disasters or public health epidemics (e.g., COVID-19) could materially adversely affect business and operations[12](index=12&type=chunk) - Inability to continually enhance online programs and adapt to technological changes may result in market share loss[12](index=12&type=chunk) - Failure to respond to changes in China's assessment and testing systems could negatively impact business[13](index=13&type=chunk) - Reliance on contractual arrangements with VIEs for China operations may not provide effective control[13](index=13&type=chunk) - Regulatory investigations of VIE-operated centers/schools could lead to fines, penalties, or injunctions[13](index=13&type=chunk) - Tuition and enrollment at K-12 schools are subject to Chinese government regulation, impacting revenue[14](index=14&type=chunk) - Non-compliance with U.S. regulatory requirements for higher education institutions could lead to significant liabilities and loss of federal student aid access[14](index=14&type=chunk) - Ongoing regulatory scrutiny of for-profit post-secondary institutions could negatively affect the industry[14](index=14&type=chunk) - Substantial insider control could adversely affect the market price of ADSs[14](index=14&type=chunk) [PART I](index=6&type=section&id=PART%20I) This part covers fundamental company information, including business overview, risk factors, and financial data [Item 1. Identity of Directors, Senior Management and Advisers](index=6&type=section&id=Item%201.%20Identity%20of%20Directors,%20Senior%20Management%20and%20Advisers) This item states that the information regarding the identity of directors, senior management, and advisers is not applicable in this section [Item 2. Offer Statistics and Expected Timetable](index=6&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This item states that the offer statistics and expected timetable information is not applicable in this section [Item 3. Key Information](index=6&type=section&id=Item%203.%20Key%20Information) This section covers key information about the company, including selected financial data, capitalization, reasons for the offer, and a comprehensive discussion of risk factors [A. Selected Financial Data](index=6&type=section&id=A.%20Selected%20Financial%20Data) This sub-item indicates that selected financial data is not applicable in this section [B. Capitalization and Indebtedness](index=6&type=section&id=B.%20Capitalization%20and%20Indebtedness) This sub-item indicates that information on capitalization and indebtedness is not applicable in this section [C. Reasons for the Offer and Use of Proceeds](index=6&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This sub-item indicates that reasons for the offer and use of proceeds information is not applicable in this section [D. Risk Factors](index=6&type=section&id=D.%20Factors) This extensive section details various risks that could materially and adversely affect the company's business, financial condition, and operating results - The company's success is highly dependent on attracting and retaining students, maintaining teaching quality, and protecting its brand, facing significant competition in the private education sector in China and the U.S.[17](index=17&type=chunk)[19](index=19&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk)[26](index=26&type=chunk) - Operational risks include challenges in integrating acquired businesses, fluctuations in operating results, and potential disruptions from natural disasters or public health epidemics like COVID-19, which temporarily closed schools and shifted courses online in 2020[27](index=27&type=chunk)[28](index=28&type=chunk)[32](index=32&type=chunk) - Technological risks involve the need for continuous enhancement of online programs and adaptation to rapid changes, as well as the potential for network interruptions, security breaches, or system failures[36](index=36&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) - Intellectual property protection is crucial, and failure to adequately protect trademarks, copyrights, and trade secrets could harm competitiveness and reputation[44](index=44&type=chunk) - Real estate-related risks include challenges to lease rights and defects in owned properties, which could lead to business interruptions or significant expenses[49](index=49&type=chunk)[51](index=51&type=chunk) - Financial reporting risks include potential significant charges to earnings if goodwill or intangible assets become impaired, and adverse effects on net income from employee share-based compensation[54](index=54&type=chunk)[55](index=55&type=chunk) - Changes to accounting standards or taxation rules, or greater than anticipated tax liabilities, may adversely affect reported results or business conduct, especially concerning the definition of 'not-for-profit' status for schools in China[58](index=58&type=chunk)[59](index=59&type=chunk) - The company's business is subject to extensive and frequently changing regulations in China, particularly concerning foreign investment in education, which necessitates the use of Variable Interest Entity (VIE) structures[62](index=62&type=chunk)[63](index=63&type=chunk)[69](index=69&type=chunk) - Reliance on contractual arrangements with VIEs for a substantial portion of China operations may not be as effective as direct ownership in providing operational control, and enforcement of these contracts under PRC or Taiwan law may be limited[72](index=72&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Shareholders of VIEs, who are also company employees, may have conflicts of interest, potentially harming the business if not resolved in the company's favor[79](index=79&type=chunk) - PRC regulations on private education, particularly the amendment effective September 1, 2017, prohibit for-profit compulsory education (grades 1-9) and require schools to choose between non-profit or for-profit status, impacting revenue distribution and tax treatment[82](index=82&type=chunk)[83](index=83&type=chunk) - U.S. higher education institutions (Bay State College, NewSchool) are subject to extensive federal and state regulations, including Title IV program requirements, accreditation, and financial responsibility standards[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk) - Risks related to ownership of ADSs include potential delisting from NYSE American, market price volatility, substantial control by insiders, and dilution from future capital raises[129](index=129&type=chunk)[130](index=130&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - The company may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. holders of ADSs or ordinary shares[204](index=204&type=chunk)[205](index=205&type=chunk)[601](index=601&type=chunk)[602](index=602&type=chunk) [Item 4. Information on the Company](index=44&type=section&id=Item%204.%20Information%20on%20the%20Company) This item provides detailed information about the company's history, business operations, organizational structure, and property, plant, and equipment [A. History and Development of the Company](index=44&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Ambow Education Holding Ltd. was founded in 2000 by Dr. Jin Huang, initially operating through PRC entities, and has since expanded through acquisitions, including U.S. colleges - Ambow was founded in 2000 by Dr. Jin Huang, initially operating through PRC entities like Ambow Online and Ambow Shida[215](index=215&type=chunk)[216](index=216&type=chunk) - The current holding company, Ambow Education Holding Ltd., was established in the Cayman Islands in June 2007, consolidating prior entities[217](index=217&type=chunk) - Key acquisitions include Bay State College Inc. in November 2017 and NewSchool of Architecture and Design, LLC in March 2020, expanding into U.S. higher education[220](index=220&type=chunk)[221](index=221&type=chunk) - The company completed public offerings of ADSs in June 2018 (NYSE American listing) and October 2020[221](index=221&type=chunk)[222](index=222&type=chunk) - A provisional liquidation in 2013, triggered by financial impropriety allegations, concluded in 2014 with insufficient evidence, leading to improved corporate governance and internal controls[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) [B. Business Overview](index=47&type=section&id=B.%20Business%20Overview) Ambow Education Holding Ltd. provides integrated online and offline educational and career enhancement services in China and the U.S., driven by proprietary technologies - Ambow addresses three critical demands in the education market: admission to top schools, attractive job placement for graduates, and optimized teaching/operating environments for clients[230](index=230&type=chunk) - The company operates two reportable segments: K-12 Schools and College Preparation & Career Enhancement (CP&CE) Programs, delivering services through an integrated online and offline model powered by proprietary technologies[230](index=230&type=chunk)[231](index=231&type=chunk) Net Revenues by Segment (2018-2020) | Segment | 2018 (%) | 2019 (%) | 2020 (%) | | :--- | :--- | :--- | :--- | | K-12 Schools | 52.3% | 53.7% | 54.8% | | CP&CE Programs | 47.7% | 46.3% | 45.2% | | Total Net Revenues (RMB millions) | 531.5 | 583.9 | 532.0 | - K-12 Schools: Operates 3 directly-operated K-12 schools in China, accredited by the Chinese Ministry of Education, with **~1,200 full-time faculty** and **~16,000 students** as of Dec 31, 2020[231](index=231&type=chunk)[236](index=236&type=chunk) - CP&CE Programs: Includes 12 tutoring centers, 18 training offices, 4 career enhancement centers, and 3 U.S. college campuses (Bay State College, NewSchool)[231](index=231&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk)[244](index=244&type=chunk) - Technology Infrastructure: Utilizes a cloud-based 'Learning Engine' for personalized learning, a 'Career GPS System' for career enhancement, and an operational management platform with ERP and IoT integration[249](index=249&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) - New Platform: Launched 'Huanyujun Education Hub' in August 2020, an online-to-offline platform integrating online resources with physical classrooms and teachers[245](index=245&type=chunk) - Intellectual Property: Holds patents for its Adaptive Computer-Assisted Learning System and Method platform in the U.S. and numerous software copyrights and trademarks in China[259](index=259&type=chunk)[311](index=311&type=chunk) - Competition: Operates in a rapidly evolving, highly fragmented, and competitive market, facing both local and international competitors across its segments[265](index=265&type=chunk)[266](index=266&type=chunk) - Seasonality: Business is subject to seasonal fluctuations, with lower activity in Q1 (Chinese New Year, winter break) and Q3 (summer break)[268](index=268&type=chunk) - Regulatory Environment: Subject to extensive and frequently changing regulations in China (education, internet, foreign investment, tax) and the U.S. (higher education, Title IV programs)[269](index=269&type=chunk)[270](index=270&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk)[285](index=285&type=chunk)[288](index=288&type=chunk)[295](index=295&type=chunk)[299](index=299&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[306](index=306&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[312](index=312&type=chunk)[316](index=316&type=chunk)[319](index=319&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) [C. Organizational Structure](index=67&type=section&id=C.%20Organizational%20Structure) Ambow Education Holding Ltd. utilizes a Variable Interest Entity (VIE) structure to operate its education business in China and intellectualized operational services in Taiwan, circumventing foreign investment restrictions - The company operates its China education business and Taiwan intellectualized operational services primarily through contractual arrangements with Variable Interest Entities (VIEs) and their shareholders[328](index=328&type=chunk) - The VIE structure is used to comply with PRC regulations restricting foreign investment in certain educational services and Taiwan regulations on Mainland Area organizations investing in Taiwan[65](index=65&type=chunk)[66](index=66&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk)[160](index=160&type=chunk) - Control Mechanisms: Contractual arrangements include Share Pledge Agreements, Call Option Agreements, Powers of Attorney, and Technology Service Agreements, enabling the company to exercise effective control over VIEs and receive economic benefits[328](index=328&type=chunk)[333](index=333&type=chunk)[336](index=336&type=chunk)[337](index=337&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk)[346](index=346&type=chunk)[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk)[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk)[364](index=364&type=chunk)[365](index=365&type=chunk)[367](index=367&type=chunk)[368](index=368&type=chunk)[369](index=369&type=chunk)[371](index=371&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - Key VIEs: Ambow Shida, Ambow Shanghai, Ambow Sihua, Ambow Rongye, Ambow Zhixin, IValley (Taiwan), and Beijing Le'An are the primary VIEs[329](index=329&type=chunk)[330](index=330&type=chunk) - Economic Benefits: The company receives economic benefits from VIEs through technical support, marketing, and management consulting services provided by its PRC and Hong Kong subsidiaries[328](index=328&type=chunk)[371](index=371&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - Risks: Uncertainties in PRC and Taiwan legal systems could limit enforceability of contractual arrangements, and potential conflicts of interest with VIE shareholders exist[76](index=76&type=chunk)[79](index=79&type=chunk)[725](index=725&type=chunk)[726](index=726&type=chunk)[728](index=728&type=chunk)[729](index=729&type=chunk)[730](index=730&type=chunk) [D. Property, Plant and Equipment](index=87&type=section&id=D.%20Property,%20Plant%20and%20Equipment) The company's headquarters are in Beijing, China, where it owns approximately 16,146 square meters of office space, and also owns about 75,200 square meters for K-12 schools - The company owns approximately **16,146 square meters** of office space for its Beijing headquarters and **75,200 square meters** for K-12 schools[381](index=381&type=chunk) - Additional properties for K-12 schools, tutoring centers, career enhancement centers, training offices, and college campuses are leased[381](index=381&type=chunk) [Item 4A Unresolved Staff Comments](index=87&type=section&id=Item%204A%20Unresolved%20Staff%20Comments) This item states that there are no unresolved staff comments applicable to the company [Item 5. Operating and Financial Review and Prospects](index=87&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides a detailed discussion and analysis of the company's financial condition and results of operations for the fiscal years 2019 and 2020 [A. Operating Results](index=87&type=section&id=A.%20Operating%20Results) The company's net revenues decreased by 8.9% from RMB 583.9 million in 2019 to RMB 532.0 million in 2020, primarily due to the impact of COVID-19, partially offset by the NewSchool acquisition - Net revenues decreased by **8.9%** from **RMB 583.9 million** in 2019 to **RMB 532.0 million (US$ 81.5 million)** in 2020, mainly due to COVID-19 impact on K-12 schools and CP&CE programs, partially offset by NewSchool acquisition revenue[385](index=385&type=chunk)[400](index=400&type=chunk)[461](index=461&type=chunk) - Net loss decreased from **RMB 100.4 million** in 2019 to **RMB 64.0 million (US$ 9.8 million)** in 2020[385](index=385&type=chunk)[464](index=464&type=chunk) Net Revenues by Segment (2019-2020) | Segment | 2019 (%) | 2020 (%) | | :--- | :--- | :--- | | K-12 Schools | 53.7% | 54.8% | | CP&CE Programs | 46.3% | 45.2% | - Gross profit margin decreased from **33.4%** in 2019 to **27.2%** in 2020, primarily due to revenue decrease while maintaining cost deployment during the pandemic[399](index=399&type=chunk)[407](index=407&type=chunk)[461](index=461&type=chunk) - Total operating expenses decreased by **8.1%** from **RMB 292.7 million** in 2019 to **RMB 269.0 million (US$ 41.2 million)** in 2020, driven by temporary operational suspensions and stringent expense controls, partially offset by NewSchool's expenses[409](index=409&type=chunk)[462](index=462&type=chunk) - Other income, net, significantly increased from **RMB 10.2 million** in 2019 to **RMB 61.6 million (US$ 9.4 million)** in 2020, mainly due to a **RMB 40.3 million** gain on bargain purchase from the NewSchool acquisition[463](index=463&type=chunk) - The company's business is influenced by China's rapid economic growth, increasing disposable income, intense competition, and the availability of advanced learning technologies[388](index=388&type=chunk)[389](index=389&type=chunk) - Critical accounting policies include basis of consolidation, revenue recognition (ASC 606), intangible assets, goodwill impairment, long-lived asset impairment, and income taxes[425](index=425&type=chunk)[426](index=426&type=chunk)[432](index=432&type=chunk)[440](index=440&type=chunk)[444](index=444&type=chunk)[448](index=448&type=chunk) [B. Liquidity and Capital Resources](index=105&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) As of December 31, 2020, current liabilities exceeded current assets by RMB 219.5 million, but management believes there are no liquidity concerns for the next 12 months due to available cash and operations - As of December 31, 2020, consolidated current liabilities exceeded current assets by **RMB 219.5 million**, but management anticipates no liquidity concerns for the next 12 months[472](index=472&type=chunk)[735](index=735&type=chunk) - Net cash provided by operating activities was **RMB 4.8 million (US$ 0.7 million)** in 2020, a significant improvement from a net cash outflow of **RMB 10.2 million** in 2019, driven by tuition collections and reduced expenditures during the COVID-19 pandemic[473](index=473&type=chunk)[479](index=479&type=chunk)[480](index=480&type=chunk)[736](index=736&type=chunk) Cash, Cash Equivalents, and Short-Term Investments (as of Dec 31, 2020) | Category | Amount (RMB thousands) | Amount (US$ thousands) | | :--- | :--- | :--- | | Unrestricted Cash and Cash Equivalents | 118,821 | 18,210 | | Short Term Investments, Available for Sale | 117,854 | 18,062 | | Short Term Investments, Held to Maturity | 45,000 | 6,897 | - Investing activities resulted in a net cash outflow of **RMB 98.5 million (US$ 15.1 million)** in 2020, primarily due to purchases of available-for-sale and held-to-maturity investments, and a loan to a third party, partially offset by proceeds from these investments and cash from the NewSchool acquisition[482](index=482&type=chunk)[483](index=483&type=chunk) - Financing activities provided **RMB 55.2 million (US$ 8.5 million)** in 2020, mainly from issuance of ordinary shares, short-term borrowings (**RMB 10.0 million** from Huaxia Bank), and long-term borrowings (**RMB 9.6 million** PPP loan from SBA)[485](index=485&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk) - Capital expenditures decreased from **RMB 8.7 million** in 2019 to **RMB 2.9 million (US$ 0.4 million)** in 2020, focused on property, facilities, equipment, and technology[489](index=489&type=chunk) - The holding company structure relies on dividends and fees from PRC subsidiaries and VIEs, which are subject to PRC regulations on dividend distribution and statutory reserves, potentially limiting cash transfers to the parent company[490](index=490&type=chunk)[492](index=492&type=chunk)[493](index=493&type=chunk) [C. Research and Development, Patents and Licenses](index=109&type=section&id=C.%20Research%20and%20Development,%20Patents%20and%20Licenses) The company maintains an in-house R&D team of 56 professionals focused on educational and intellectualized operational programs, with R&D expenses increasing to RMB 5.7 million in 2020 - The company has an in-house R&D team of **56 full-time software and educational professionals**[497](index=497&type=chunk) Research and Development Expenses | Year | Amount (RMB millions) | Amount (US$ millions) | | :--- | :--- | :--- | | 2019 | 3.8 | - | | 2020 | 5.7 | 0.9 | [D. Trend Information](index=109&type=section&id=D.%20Trend%20Information) This section refers to the discussions in 'Item 5.A Operating Results' and '5.B Liquidity and Capital Resources' for significant recent trends in the company's financial condition and results of operations [E. Off-balance sheet arrangements](index=109&type=section&id=E.%20Off-balance%20sheet%20arrangements) The company has not entered into any financial guarantees, commitments to third parties, derivative contracts indexed to its shares, or retained/contingent interests in assets transferred to unconsolidated entities - The company has no financial guarantees, commitments to third parties, derivative contracts indexed to its shares, or retained/contingent interests in assets transferred to unconsolidated entities[499](index=499&type=chunk) - No new off-balance sheet arrangements were reported as of December 31, 2019 and 2020[499](index=499&type=chunk) [F. Contractual Obligations](index=109&type=section&id=F.%20Contractual%20Obligations) As of December 31, 2020, the company's primary contractual obligation is operating lease liabilities totaling RMB 333.9 million, with varying maturities Contractual Obligations as of December 31, 2020 (RMB millions) | Type | Total | Less than 1 Year | 2-3 Years | 4-5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating lease obligations | 333.9 | 55.9 | 92.0 | 85.0 | 101.0 | [Item 6. Directors, Senior Management and Employees](index=110&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section provides information on the company's directors and senior management, their compensation, board practices, employee numbers, and share ownership [A. Directors and Senior Management](index=110&type=section&id=A.%20Directors%20and%20Senior%20Management) The company's leadership team includes Dr. Jin Huang (President, CEO, and Chairman), Kia Jing Tan (CFO), and other VPs and COO, with a five-member board of directors Directors and Senior Management (as of Dec 31, 2020) | Name | Age | Position | Nationality | Residence | | :--- | :--- | :--- | :--- | :--- | | Jin Huang | 55 | President, Chief Executive Officer and Chairman of the Board | United States | China | | Kia Jing Tan | 48 | Chief Financial Officer | Malaysia | China | | Xuejun Xie | 55 | Vice President, Public Relationship and legal affairs | China | China | | Jianguo Xue | 55 | Vice President, Sales | China | China | | Chiao-Ling Hsu | 52 | Chief Operating Officer | Taiwan | China | | Yanhui Ma | 61 | Director | United States | United States | | Yigong Justin Chen | 51 | Director | China | China | | Ping Wu | 58 | Director | China | China | | John Robert Porter | 68 | Director | United Kingdom | United Kingdom | - Dr. Jin Huang, the founder, has over **15 years** of academic and industry experience in Silicon Valley and holds a Ph.D. in Electronic Engineering[504](index=504&type=chunk) - Kia Jing Tan, CFO, has over **ten years** of experience with Big Four accounting firms in China and Singapore[505](index=505&type=chunk) [B. Compensation](index=111&type=section&id=B.%20Compensation) In 2020, the aggregate cash compensation for executive officers was RMB 3.0 million, with the company having equity incentive plans and employment agreements for executives Executive Officer Cash Compensation (2020) | Category | Amount (RMB millions) | Amount (US$ millions) | | :--- | :--- | :--- | | Aggregate Cash Compensation for Executive Officers | 3.0 | 0.5 | | Accrued Director Compensation | 2.3 | 0.4 | - The company adopted the Amended and Restated 2010 Equity Incentive Plan, which allows for the issuance of up to **6,500,000 Class A Ordinary Shares**, plus additional shares from prior plans[524](index=524&type=chunk)[525](index=525&type=chunk) - In 2018, **293,059** outstanding and expired options were converted into fully vested restricted stock[513](index=513&type=chunk) - In 2018, **200,000** restricted stock shares were granted to senior employees, vesting over four years[513](index=513&type=chunk) Share-based Compensation Expenses (2018-2020) | Year | Amount (RMB thousands) | Amount (US$ thousands) | | :--- | :--- | :--- | | 2018 | 8,121 | - | | 2019 | 1,624 | - | | 2020 | 947 | 145 | - Dr. Jin Huang's service agreement includes severance benefits for involuntary termination or resignation for good cause after a change of control, and non-competition undertakings for one year post-termination[514](index=514&type=chunk)[515](index=515&type=chunk)[516](index=516&type=chunk) - All executive officers have employment agreements and confidential information and invention assignment agreements[521](index=521&type=chunk)[522](index=522&type=chunk) [C. Board Practices](index=116&type=section&id=C.%20Board%20Practices) The board of directors consists of five members, elected for staggered three-year terms, with an audit committee and a compensation committee composed of independent directors - The board of directors has **five members**, including Dr. Jin Huang, Mr. Justin Chen, Mr. Ping Wu, Mr. John Porter, and Dr. Yanhui Ma, with directors elected for staggered three-year terms[540](index=540&type=chunk)[541](index=541&type=chunk)[542](index=542&type=chunk) - The company has an audit committee (Chair: Yigong Justin Chen, Financial Expert: Yanhui Ma) and a compensation committee (Chair: Ping Wu), composed of independent directors meeting NYSE and SEC standards[549](index=549&type=chunk)[550](index=550&type=chunk) - As a foreign private issuer incorporated in the Cayman Islands, the company is not required to have a separate nominating and corporate governance committee; these functions are performed by the full board[548](index=548&type=chunk)[645](index=645&type=chunk) - Directors have a duty of loyalty and care under Cayman Islands law, and the board can exercise powers to borrow money and issue securities[544](index=544&type=chunk)[547](index=547&type=chunk) [D. Employees](index=120&type=section&id=D.%20Employees) As of December 31, 2020, the company had 1,809 full-time and 1,857 part-time employees, with the majority in cost of revenues Employee Count and Distribution (as of Dec 31, 2020) | Category | Number of Full-time Employees | | :--- | :--- | | Total Full-time Employees | 1,809 | | Total Part-time Employees | 1,857 | | Cost of Revenues | 1,081 | | General and Administrative | 472 | | Selling and Marketing | 200 | | Research and Development | 56 | - The company considers its relations with employees to be good, and none of its employees are represented by collective bargaining arrangements[551](index=551&type=chunk) [E. Share Ownership](index=120&type=section&id=E.%20Share%20Ownership) As of February 28, 2021, Dr. Jin Huang holds significant voting power (53.73% of total votes) through Class C Ordinary Shares, with other major shareholders including New Summit Global Limited and CEIHL Partners Beneficial Ownership and Voting Power (as of Feb 28, 2021) | Name | Class A Shares | Class C Shares | Total Ordinary Shares | Percentage of Total Ordinary Shares (%) | Percentage of Total Votes Held (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Jin Huang | 638,012 | 4,708,415 | 5,346,427 | 11.51% | 53.73% | | Ping Wu | 960,383 | - | 960,383 | 2.07% | 1.08% | | John Porter | 999,205 | - | 999,205 | 2.15% | 1.12% | | All executive officers and directors as a group | 4,010,965 | 4,708,415 | 8,719,380 | 18.77% | 57.52% | | New Summit Global Limited | 2,703,475 | - | 2,703,475 | 5.82% | 3.04% | | CEIHL Partners (I) Limited | 3,420,375 | - | 3,420,375 | 7.36% | 3.85% | | CEIHL Partners (II) Limited | 11,144,636 | - | 11,144,636 | 23.99% | 12.55% | | New Flourish Holdings Limited | 1,088,328 | 4,288,415 | 5,376,743 | 11.58% | 49.51% | | Spin-Rich Ltd. | - | 420,000 | 420,000 | 0.90% | 4.73% | - Dr. Jin Huang, as the sole director of New Flourish Holdings Limited, has voting control and investment power over the Class A and Class C Ordinary Shares held by New Flourish, and also over Class C Ordinary Shares owned by Spin-Rich Ltd[557](index=557&type=chunk)[559](index=559&type=chunk)[560](index=560&type=chunk) - Class A Ordinary Shares carry **one vote per share**, while Class C Ordinary Shares carry **ten votes per share**, concentrating voting power with holders of Class C shares[553](index=553&type=chunk) - The aggregated beneficial ownership of the three VIE shareholders (Xuejun Xie, Gang Huang, Jianguo Xue) is **less than 2%** of the company[560](index=560&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=122&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the company's major shareholders, cross-referencing to share ownership information, and outlines related party transactions, primarily focusing on VIE contractual arrangements [A. Major Shareholders](index=122&type=section&id=A.%20Major%20Shareholders) This sub-item refers to 'Item 6.E Directors, Senior Management and Employees — Share Ownership' for information on major shareholders [B. Related Party Transactions](index=122&type=section&id=B.%20Related%20Party%20Transactions) The company conducts its education business in China through contractual arrangements with VIEs due to PRC foreign ownership restrictions, granting effective control and economic benefits - The company's education business in China is primarily conducted through contractual arrangements with VIEs due to PRC foreign ownership restrictions[565](index=565&type=chunk) - These contractual arrangements provide effective control over VIEs, allow the company to receive substantial economic benefits, and include an exclusive option to purchase VIE equity interests[565](index=565&type=chunk) Balances with Related Parties (as of Dec 31, 2019 and 2020) | Relationship | Amounts due from related parties (RMB) 2019 | Amounts due from related parties (RMB) 2020 | Amounts due to related parties (RMB) 2019 | Amounts due to related parties (RMB) 2020 | | :--- | :--- | :--- | :--- | :--- | | Shandong Shichuang Software Engineering Co., Ltd. | - | - | 1,845 | 2,417 | | Jinan QCY Intelligent Technology Co., Ltd. | - | 774 | - | - | | Beijing QC Technology Company Limited | 2,028 | 1,961 | 126 | 126 | | URSUS Information Technology (Beijing) Company Limited | 202 | 201 | - | - | | Beijing HJRT Technology Co., Ltd. | 88 | 88 | - | - | | Total | 2,318 | 3,024 | 1,971 | 2,543 | [C. Interests of Experts and Counsel](index=123&type=section&id=C.%20Interests%20of%20Experts%20and%20Counsel) This item states that information on the interests of experts and counsel is not applicable in this section [Item 8. Financial Information](index=123&type=section&id=Item%208.%20Financial%20Information) This section confirms that the consolidated financial statements are provided under Item 18 and addresses the company's dividend policy and the absence of significant changes [A. Consolidated Financial Statements and other Financial Information](index=123&type=section&id=A.%20Consolidated%20Financial%20Statements%20and%20other%20Financial%20Information) The company has elected to provide its consolidated financial statements under Item 18 of this annual report and reported no significant indemnification claims as of December 31, 2020 - The company's consolidated financial statements are provided under Item 18[570](index=570&type=chunk) - As of December 31, 2020, there were no significant indemnification claims that were probable or reasonably possible[571](index=571&type=chunk) - The company has not declared or paid any dividends on its shares since inception and intends to retain earnings for business use, with future dividend declarations subject to board discretion and PRC laws[572](index=572&type=chunk)[573](index=573&type=chunk) [B. Significant Changes](index=124&type=section&id=B.%20Significant%20Changes) This sub-item states that, except as disclosed elsewhere in the annual report, the company has not experienced any significant changes since the date of its audited consolidated financial statements [Item 9. The Offer and Listing](index=124&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section provides details on the company's offer and listing, specifically noting that its ADSs trade on the NYSE American under the symbol 'AMBO' [A. Offer and Listing Details](index=124&type=section&id=A.%20Offer%20and%20Listing%20Details) This sub-item refers to 'Item 9.C Markets' for offer and listing details [B. Plan of Distribution](index=124&type=section&id=B.%20Plan%20of%20Distribution) This sub-item states that the plan of distribution is not applicable [C. Markets](index=124&type=section&id=C.%20Markets) The company's American Depositary Shares (ADSs), each representing two Class A Ordinary Shares, are traded on the NYSE American under the symbol 'AMBO' - The company's ADSs (each representing two Class A Ordinary Shares) trade on the NYSE American under the symbol **'AMBO'**[577](index=577&type=chunk) [D. Selling Shareholders](index=124&type=section&id=D.%20Selling%20Shareholders) This sub-item states that information on selling shareholders is not applicable [E. Dilution](index=124&type=section&id=E.%20Dilution) This sub-item states that information on dilution is not applicable [F. Expenses of the Issue](index=124&type=section&id=F.%20Expenses%20of%20the%20Issue) This sub-item states that information on expenses of the issue is not applicable [Item 10. Additional Information](index=124&type=section&id=Item%2010.%20Additional%20Information) This section provides additional corporate information, including details on share capital, memorandum and articles of association, material contracts, exchange controls, and taxation [A. Share Capital](index=124&type=section&id=A.%20Share%20Capital) This sub-item states that information on share capital is not applicable in this section [B. Memorandum and Articles of Association](index=124&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) The company's Sixth Amended and Restated Memorandum and Articles of Association were adopted on June 30, 2015, and are incorporated by reference - The company's Sixth Amended and Restated Memorandum and Articles of Association were adopted on **June 30, 2015**[577](index=577&type=chunk) [C. Material Contracts](index=124&type=section&id=C.%20Material%20Contracts) The company has not entered into any material contracts other than in the ordinary course of business and those described in 'Item 7.B Related Party Transactions' or elsewhere in this annual report - No material contracts beyond ordinary course of business and those disclosed in 'Item 7.B Related Party Transactions' are reported[578](index=578&type=chunk) [D. Exchange Controls](index=124&type=section&id=D.%20Exchange%20Controls) This sub-item refers to 'Item 4.B Information on the Company—Business Overview—Regulation—Regulations on Foreign Exchange' for information on exchange controls [E. Taxation](index=125&type=section&id=E.%20Taxation) This section provides a summary of material tax consequences for investments in ADSs or ordinary shares under Cayman Islands, PRC, and U.S. federal income tax laws - The company and its Cayman Islands subsidiaries are not subject to income, corporate, or capital gains tax in the Cayman Islands, and dividends are not subject to withholding tax[581](index=581&type=chunk)[582](index=582&type=chunk) - PRC operations are subject to the EIT Law (**25% corporate income tax**) and potential **10% withholding tax** on dividends to non-resident enterprises, with a possible **5% rate** for Hong Kong subsidiaries under tax treaties[583](index=583&type=chunk)[584](index=584&type=chunk) - There is uncertainty whether the company could be classified as a PRC 'resident enterprise,' which would subject its worldwide income to **25% PRC income tax** and potentially subject dividends and gains on ADSs/ordinary shares to PRC withholding tax[583](index=583&type=chunk)[584](index=584&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk) - U.S. Holders of ADSs or ordinary shares may be subject to U.S. federal income tax on cash dividends and capital gains[594](index=594&type=chunk)[595](index=595&type=chunk)[597](index=597&type=chunk)[598](index=598&type=chunk) - The company believes it was not a Passive Foreign Investment Company (PFIC) for 2020 but cannot assure this for future years[204](index=204&type=chunk)[205](index=205&type=chunk)[601](index=601&type=chunk)[602](index=602&type=chunk) [F. Dividends and Paying Agents](index=133&type=section&id=F.%20Dividends%20and%20Paying%20Agents) This sub-item states that information on dividends and paying agents is not applicable [G. Statements by Experts](index=133&type=section&id=G.%20Statements%20by%20Experts) This sub-item states that information on statements by experts is not applicable [H. Documents on Display](index=133&type=section&id=H.%20Documents%20on%20Display) The company's public filings, including this annual report and registration statements, are available at its principal executive offices in Beijing and on the SEC's website - Company reports and filings are available at its Beijing offices and on the SEC's website (www.sec.gov)[228](index=228&type=chunk)[623](index=623&type=chunk) - As a foreign private issuer, the company is exempt from certain SEC reporting requirements applicable to U.S. domestic issuers, such as proxy statements and Section 16 reporting[203](index=203&type=chunk)[624](index=624&type=chunk) [I. Subsidiary Information](index=135&type=section&id=I.%20Subsidiary%20Information) This sub-item refers to 'Item 4.C Information on the Company—Organizational Structure' for information about the company's subsidiaries [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=135&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate risk and foreign exchange risk, arising from cash, investments, and borrowings, with no use of derivative financial instruments - The company's primary market risks are interest rate risk and foreign exchange risk[627](index=627&type=chunk)[629](index=629&type=chunk) - Interest Rate Risk: Primarily relates to interest income from cash and short-term investments, and interest expense on borrowings[627](index=627&type=chunk)[628](index=628&type=chunk) - Foreign Exchange Risk: Arises from cash and cash equivalents denominated in U.S. dollars and Taiwan dollars, as most revenues and expenses are in RMB[629](index=629&type=chunk)[630](index=630&type=chunk) - Risk Management: The company does not use derivative financial instruments to manage interest rate or foreign exchange risk[627](index=627&type=chunk)[629](index=629&type=chunk) [Item 12. Description of Securities Other Than Equity Securities](index=135&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) This section addresses securities other than equity, stating that debt securities, warrants and rights, and other securities are not applicable, and provides detailed information on fees and charges associated with American Depositary Shares (ADSs) [A. Debt Securities](index=135&type=section&id=A.%20Debt%20Securities) This sub-item states that debt securities are not applicable [B. Warrants and Rights](index=135&type=section&id=B.%20Warrants%20and%20Rights) This sub-item states that warrants and rights are not applicable [C. Other Securities](index=135&type=section&id=C.%20Other%20Securities) This sub-item states that other securities are not applicable [D. American Depositary Shares](index=136&type=section&id=D.%20American%20Depositary%20Shares) Holders of American Depositary Shares (ADSs) are subject to various service fees charged by the depositary bank, including fees for issuance, cancellation, and distributions ADS Service Fees Payable by Holders | Service | Fee | | :--- | :--- | | Issuance of ADSs | Up to U.S. 5¢ per ADS issued | | Cancellation of ADSs | Up to U.S. 5¢ per ADS canceled | | Distribution of cash dividends or other cash distributions | Up to U.S. 5¢ per ADS held | | Distribution of ADSs (stock dividends, free stock, rights) | Up to U.S. 5¢ per ADS held | | Distribution of securities other than ADSs or rights | Up to U.S. 5¢ per ADS held | | Depositary Services | Up to U.S. 5¢ per ADS held on record date(s) | - The depositary bank reimburses the company for certain ADR program and investor relations expenses, totaling **US$112,390** (net of taxes) in 2020[636](index=636&type=chunk) [PART II](index=137&type=section&id=PART%20II) This part addresses corporate governance, controls, and other regulatory compliance matters [Item 13. Defaults, Dividend Arrearages and Delinquencies](index=137&type=section&id=Item%2013.%20Defaults,%20Dividend%20Arrearages%20and%20Delinquencies) This item states that information on defaults, dividend arrearages, and delinquencies is not applicable [Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=137&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This item states that there have been no material modifications to the rights of security holders and no information on the use of proceeds [Item 15. Controls and Procedures](index=137&type=section&id=Item%2015.%20Controls%20and%20Procedures) The company's management, with CEO and CFO participation, concluded that its disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2020 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of **December 31, 2020**[637](index=637&type=chunk) - Management assessed and concluded that internal control over financial reporting was effective as of **December 31, 2020**, based on the COSO 2013 framework[639](index=639&type=chunk) - No significant changes in internal controls over financial reporting occurred during the period covered by the annual report[640](index=640&type=chunk) [Item 16A Audit Committee Financial Expert](index=137&type=section&id=Item%2016A%20Audit%20Committee%20Financial%20Expert) The board of directors has determined that Dr. Yanhui Ma, an independent director, qualifies as an audit committee financial expert under NYSE and SEC standards - Dr. Yanhui Ma, an independent director, has been determined by the board to be an audit committee financial expert[641](index=641&type=chunk) [Item 16B Code of Ethics](index=138&type=section&id=Item%2016B%20Code%20of%20Ethics) The company has a Code of Conduct and Ethics that applies to its directors, executive officers, and employees, promoting ethical conduct and deterring wrongdoing - The company has a Code of Conduct and Ethics applicable to directors, executive officers, and employees, aimed at promoting ethical conduct and deterring wrongdoing[642](index=642&type=chunk) - The Code is publicly available on the company's investor relations website[642](index=642&type=chunk) [Item 16C Principal Accountant Fees and Services](index=138&type=section&id=Item%2016C%20Principal%20Accountant%20Fees%20and%20Services) The aggregate audit fees paid to Marcum Bernstein & Pinchuk LLP were US$0.5 million in 2019 and US$0.6 million in 2020, with all audit services pre-approved by the audit committee Principal Accountant Fees (2019-2020) | Year | Audit Fees (US$ millions) | | :--- | :--- | | 2019 | 0.5 | | 2020 | 0.6 | - The audit committee pre-approves all audit services provided by Marcum Bernstein & Pinchuk LLP[643](index=643&type=chunk) [Item 16D Exemptions from the Listing Standards for Audit Committees](index=138&type=section&id=Item%2016D%20Exemptions%20from%20the%20Listing%20Standards%20for%20Audit%20Committees) This item states that there are no exemptions from the listing standards for audit committees applicable to the company [Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=138&type=section&id=Item%2016E%20Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) This item states that there were no purchases of equity securities by the issuer and affiliated purchasers [Item 16F Change in Registrant's Certifying Accountant](index=138&type=section&id=Item%2016F%20Change%20in%20Registrant's%20Certifying%20Accountant) This item states that there was no change in the registrant's certifying accountant [Item 16G Corporate Governance](index=138&type=section&id=Item%2016G%20Corporate%20Governance) As a foreign private issuer, the company follows Cayman Islands corporate governance practices, which differ from most NYSE rules for U.S. companies, with the full Board of Directors performing nominating and corporate governance functions - As a foreign private issuer, the company adheres to Cayman Islands corporate governance practices, which differ from most NYSE rules for U.S. companies[645](index=645&type=chunk) - The full Board of Directors performs the functions of a nominating and corporate governance committee, instead of a separate committee[645](index=645&type=chunk) [Item 16H Mine Safety Disclosure](index=138&type=section&id=Item%2016H%20Mine%20Safety%20Disclosure) This item states that mine safety disclosure is not applicable [PART III](index=139&type=section&id=PART%20III) This part includes the company's consolidated financial statements and related exhibits [Item 17. Financial Statements](index=139&type=section&id=Item%2017.%20Financial%20Statements) This item indicates that the company has elected to provide its financial statements pursuant to Item 18 [Item 18. Financial Statements](index=139&type=section&id=Item%2018.%20Financial%20Statements) This item confirms that the consolidated financial statements of Ambow Education Holding Ltd. are included at the end of this annual report - The consolidated financial statements of Ambow Education Holding Ltd. are included at the end of this annual report[648](index=648&type=chunk) [Item 19. Exhibits](index=139&type=section&id=Item%2019.%20Exhibits) This item lists all exhibits filed as part of the annual report on Form 20-F, including corporate governance documents, specimen securities, material contracts, and certifications - Exhibits include the Sixth Amended and Restated Memorandum and Articles of Association, specimen American Depositary Receipt, Form of Deposit Agreement, Indemnification Agreements, and various Technology Service, Share Pledge, Call Option, Powers of Attorney, and Loan Agreements related to VIEs[649](index=649&type=chunk)[650](index=650&type=chunk)[651](index=651&type=chunk) - Certifications by Principal Executive Officer and Chief Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act) and XBRL Instance Document and Taxonomy Extensions are also included[651](index=651&type=chunk) [Financial Statements and Auditor's Report](index=143&type=section&id=Financial%20Statements%20and%20Auditor's%20Report) This section presents the audited consolidated financial statements and the independent auditor's report [Reports of Independent Registered Public Accounting Firm](index=144&type=section&id=Reports%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum Bernstein & Pinchuk LLP issued an unqualified opinion on the consolidated financial statements for 2020 and 2019, identifying goodwill impairment and going concern as critical audit matters - Marcum Bernstein & Pinchuk LLP issued an unqualified opinion on the consolidated financial statements for the periods ended **December 31, 2020** and **2019**, affirming fair presentation in conformity with U.S. GAAP[657](index=657&type=chunk) - Critical Audit Matter: Impairment Assessment on Goodwill and Other Intangible Assets[662](index=662&type=chunk)[663](index=663&type=chunk) - Critical Audit Matter: Going Concern Assessment[664](index=664&type=chunk)[665](index=665&type=chunk) [Consolidated Balance Sheets](index=146&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2020, total assets increased to RMB 1,049,717 thousand, total liabilities increased to RMB 908,563 thousand, and total equity decreased to RMB 141,154 thousand Consolidated Balance Sheet Highlights (as of Dec 31, 2019 and 2020) | Item | 2019 (RMB thousands) | 2020 (RMB thousands) | 2020 (US$ thousands) | | :--- | :--- | :--- | :--- | | Total Current Assets | 399,640 | 424,129 | 65,000 | | Total Non-Current Assets | 621,159 | 625,588 | 95,876 | | **Total Assets** | **1,020,799** | **1,049,717** | **160,876** | | Total Current Liabilities | 608,984 | 643,595 | 98,635 | | Total Non-Current Liabilities | 248,219 | 264,968 | 40,608 | | **Total Liabilities** | **857,203** | **908,563** | **139,243** | | Total Ambow Education Holding Ltd.'s Equity | 164,276 | 143,122 | 21,935 | | Non-controlling Interests | (680) | (1,968) | (302) | | **Total Equity** | **163,596** | **141,154** | **21,633** | - Current liabilities exceeded current assets by **RMB 219,466 thousand** as of December 31, 2020[472](index=472&type=chunk)[735](index=735&type=chunk) [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=149&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) For 2020, total net revenues decreased to RMB 531,980 thousand, but net loss improved to RMB 63,981 thousand due to a significant increase in other income Consolidated Statements of Operations Highlights (2019-2020) | Item | 2019 (RMB thousands) | 2020 (RMB thousands) | 2020 (US$ thousands) | | :--- | :--- | :--- | :--- | | Total Net Revenues | 583,909 | 531,980 | 81,529 | | Cost of Revenues | (388,894) | (387,490) | (59,386) | | Gross Profit | 195,015 | 144,490 | 22,143 | | Total Operating Expenses | (292,685) | (269,040) | (41,232) | | Operating Loss | (97,670) | (124,550) | (19,089) | | Total Other Income | 10,161 | 61,631 | 9,445 | | Income Tax Expense | (12,917) | (1,062) | (163) | | **Net Loss** | **(100,426)** | **(63,981)** | **(9,807)** | | Net Loss Attributable to Ambow Education Holding Ltd. | (99,941) | (62,712) | (9,613) | | Basic Net Loss Per Share | (2.30) | (1.41) | (0.22) | | Diluted Net Loss Per Share | (2.30) | (1.41) | (0.22) | - Total net revenues decreased by **8.9%** from 2019 to 2020, primarily due to fewer boarding and ancillary services at K-12 schools and reduced services at tutoring centers, training offices, and college campuses due to COVID-19, partially offset by revenue from the NewSchool acquisition[400](index=400&type=chunk)[461](index=461&type=chunk) - Gross profit margin decreased from **33.4%** in 2019 to **27.2%** in 2020, mainly due to the revenue decrease while maintaining cost deployment during the pandemic[407](index=407&type=chunk)[461](index=461&type=chunk) - Other income significantly increased in 2020, primarily driven by a **RMB 40.3 million** gain on bargain purchase from the NewSchool acquisition[463](index=463&type=chunk) [Consolidated Statements of Changes in Equity](index=151&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity decreased from RMB 163,596 thousand in 2019 to RMB 141,154 thousand in 2020, reflecting net loss, share-based compensation, and foreign currency translation adjustments Consolidated Statements of Changes in Equity Highlights (2019-2020) | Item | As of Jan 1, 2019 (RMB thousands) | As of Dec 31, 2019 (RMB thousands) | As of Jan 1, 2020 (RMB thousands) | As of Dec 31, 2020 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Class A Ordinary Shares (Amount) | 728 | 730 | 730 | 794 | | Class C Ordinary Shares (Amount) | 90 | 90 | 90 | 90 | | Additional Paid-in Capital | 3,507,123 | 3,508,745 | 3,508,745 | 3,545,073 | | Statutory Reserves | 20,149 | 20,185 | 20,185 | 4,210 | | Accumulated Deficit | (3,271,838) | (3,371,815) | (3,371,815) | (3,419,146) | | Accumulated Other Comprehensive Income | 8,305 | 6,341 | 6,341 | 12,101 | | Non-controlling Interests | (1,786) | (680) | (680) | (1,968) | | **Total Equity** | **262,771** | **163,596** | **163,596** | **141,154** | - Total equity decreased from **RMB 163,596 thousand** in 2019 to **RMB 141,154 thousand** in 2020[688](index=688&type=chunk) - The company issued **3,015,076 Class A Ordinary Shares** in a registered direct offering in October 2020, generating net proceeds of **RMB 35,515 thousand (US$ 5,210 thousand)**[841](index=841&type=chunk) - Share-based compensation expenses were **RMB 947 thousand** in 2020[850](index=850&type=chunk) - Accumulated other comprehensive income increased significantly in 2020 due to foreign currency translation adjustments and unrealized gains on investments[688](index=688&type=chunk) [Consolidated Statements of Cash Flows](index=154&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For 2020, the company generated net cash of RMB 4,812 thousand from operating activities, used RMB 98,513 thousand in investing activities, and provided RMB 55,172 thousand from financing activities Consolidated Statements of Cash Flows Highlights (2019-2020) | Item | 2019 (RMB thousands) | 2020 (RMB thousands) | 2020 (US$ thousands) | | :--- | :--- | :--- | :--- | | Net cash (used in)/provided by operating activities | (10,210) | 4,812 | 738 | | Net cash used in investing activities | (33,153) | (98,513) | (15,097) | | Net cash (used in)/provided by financing activities | (40,620) | 55,172 | 8,456 | | Effects of exchange rate changes on cash, cash equivalents and restricted cash | 75 | 574 | 88 | | Net change in cash, cash equivalents and restricted cash | (83,908) | (37,955) | (5,815) | | Cash, cash equivalents and restricted cash at end of year | 157,600 | 119,645 | 18,336 | - Net cash provided by operating activities in 2020 was **RMB 4,812 thousand**, primarily due to tuition and fees collected at K-12 schools and reduced cash expenditures to mitigate COVID-19 impact[480](index=480&type=chunk)[736](index=736&type=chunk) - Net cash used in investing activities increased to **RMB 98,513 thousand** in 2020, mainly due to purchases of available-for-sale and held-to-maturity investments, and a loan to a third party, partially offset by proceeds from these investments and cash from the NewSchool acquisition[483](index=483&type=chunk) - Net cash provided by financing activities in 2020 was **RMB 55,172 thousand**, driven by proceeds from ordinary share issuance (**RMB 35,578 thousand**), short-term borrowing (**RMB 10,000 thousand**), and long-term borrowing (**RMB 9,594 thousand**)[485](index=485&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk) [Notes to Consolidated Financial Statements](index=156&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's financial statements, covering its organization, significant accounting policies, going concern assessment, and specific financial line items [1. ORGANIZATION AND PRINCIPAL ACTIVITIES](index=156&type=section&id=1.%20ORGANIZATION%20AND%20PRINCIPAL%20ACTIVITIES) The company, Ambow Education Holding Ltd., is a Cayman Islands entity that, along with its subsidiaries and Variable Interest Entities (VIEs), provides educational and career enhancement services in China and the U.S. - The Group provides educational and career enhancement services in PRC and U.S., and intellectualized operational services for schools and corporate clients[702](index=702&type=chunk) - Key acquisitions include NewSchool of Architecture and Design, LLC in March 2020, expanding CP&CE Programs in the U.S.[699](index=699&type=chunk) - The company utilizes a VIE structure in China and Taiwan to comply with foreign investment restrictions in education and intellectualized operational services[712](index=712&type=chunk)[713](index=713&type=chunk) - Contractual agreements (share pledge, call option, powers of attorney, service agreements) with VIEs and their shareholders enable the company to control operations and receive economic benefits, leading to consolidation of VIEs' financial results[714](index=714&type=chunk)[715](index=715&type=chunk)[717](index=717&type=chunk) - The company aggregates VIEs with similar characteristics and risks for reporting purposes, given their principal business as sponsors of schools/centers and similar contractual arrangements[723](index=723&type=chunk)[724](index=724&type=chunk) - Significant uncertainties exist regarding the interpretation and application of PRC laws to VIE structures, posing risks of penalties, restructuring, or loss of effective control[725](index=725&type=chunk)[729](index=729&type=chunk)[730](index=730&type=chunk) Combined Financial Information of VIEs and their Subsidiaries/Schools (2019-2020) | Item | 2019 (RMB thousands) | 2020 (RMB thousands) | | :--- | :--- | :--- | | Total Assets | 684,384 | 653,657 | | Total Liabilities | 647,775 | 665,374 | | Net Revenue | 503,221 | 411,805 | | Net Income (Loss) | (45,739) | (44,603) | Cash and Cash Equivalents of VIEs and Non-VIEs in PRC (as of Dec 31, 2019 and 2020) | Entity Type | 2019 (RMB thousands) | 2020 (RMB thousands) | | :--- | :--- | :--- | | VIEs in PRC | 86,304 | 60,044 | | Non-VIEs in PRC | 52,115 | 4,207 | | Total | 138,419 | 64,251 | [2. GOING CONCERN](index=164&type=section&id=2.%20GOING%20CONCERN) As of December 31, 2020, current liabilities exceeded current assets by RMB 219,466 thousand, but management believes it can meet anticipated cash needs for at least the next 12 months - As of December 31, 2020, current liabilities exceeded current assets by **RMB 219,466 thousand**, but management believes there are no liquidity concerns for the next 12 months[735](inde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE A ...