Ambow Education Holding Ltd. Files 20-F for Fiscal Year Ended December 31, 2023

TL;DR

<b>Ambow Education Holding Ltd. has submitted its 2023 annual report on Form 20-F, detailing financial performance and corporate information.</b>

AI Summary

Ambow Education Holding Ltd. (AMBO) filed a Foreign Annual Report (20-F) with the SEC on April 25, 2024. Ambow Education Holding Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The filing includes financial data and disclosures relevant to the period. Key dates mentioned include the filing date of April 25, 2024, and the fiscal year end of December 31, 2023. The company is incorporated in E9 and its principal business address is in Cupertino, CA. The filing references various financial statement components and equity transactions, including common stock and additional paid-in capital.

Why It Matters

For investors and stakeholders tracking Ambow Education Holding Ltd., this filing contains several important signals. This filing provides investors and stakeholders with the latest official financial statements and disclosures from Ambow Education Holding Ltd. Understanding the details within this 20-F is crucial for assessing the company's financial health, operational performance, and strategic direction over the past fiscal year.

Risk Assessment

Risk Level: medium — Ambow Education Holding Ltd. shows moderate risk based on this filing. The filing is a standard annual report (20-F), which typically contains a mix of positive and negative information, making the overall sentiment neutral. However, the lack of specific financial performance data in the provided text limits a more definitive assessment.

Analyst Insight

Review the full 20-F filing to analyze specific financial metrics, risk factors, and management's discussion and analysis to form an investment thesis.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-04-25 — Filing Date (Date of filing)
• 115 — Public Document Count (Number of documents in the filing)
• 8200 — SIC Code (Standard Industrial Classification for Educational Services)

Key Players & Entities

• Ambow Education Holding Ltd. (company) — Filer name
• 2024-04-25 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• E9 (jurisdiction) — State of incorporation
• 19925 STEVENS CREEK BLVD (address) — Business address street
• CUPERTINO (location) — Business address city
• CA (location) — Business address state
• 001-34824 (filing_id) — SEC file number

FAQ

Industry Context

Ambow Education Holding Ltd. operates within the educational services sector, providing a range of learning and career development programs.

Regulatory Implications

As a foreign private issuer, Ambow Education Holding Ltd. files annual reports on Form 20-F with the SEC, adhering to specific disclosure requirements.

What Investors Should Do

1. Thoroughly review the complete Form 20-F for detailed financial statements and management's discussion and analysis.
2. Investigate any specific risk factors or legal proceedings mentioned in the filing.
3. Compare the financial and operational data presented with previous fiscal years to identify trends and changes.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-04-25: Filing Date — Date Ambow Education Holding Ltd. submitted its 20-F annual report.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year ended December 31, 2023, providing updated information compared to previous filings.

Key Financial Figures

• $0.003 — enty Class A Ordinary Shares, par value $0.003 per share) ** AMBO NYSE American LL
• $ — ting Principles in the United States. "$," "US$" or "U.S. dollars" refers to the
• $17.8 million — om continuing operations decreased from $17.8 million in 2021 to $14.8 million in 2022, and f
• $14.8 million — decreased from $17.8 million in 2021 to $14.8 million in 2022, and further decreased to $9.2
• $9.2 million — llion in 2022, and further decreased to $9.2 million in 2023. Comparing our results of opera

Filing Documents

• ambo-20231231x20f.htm (20-F) — 2731KB
• ambo-20231231xex2d5.htm (EX-2.5) — 141KB
• ambo-20231231xex8d1.htm (EX-8.1) — 41KB
• ambo-20231231xex11d1.htm (EX-11.1) — 106KB
• ambo-20231231xex12d1.htm (EX-12.1) — 14KB
• ambo-20231231xex12d2.htm (EX-12.2) — 14KB
• ambo-20231231xex13d1.htm (EX-13.1) — 7KB
• ambo-20231231xex13d2.htm (EX-13.2) — 7KB
• ambo-20231231xex15d1.htm (EX-15.1) — 5KB
• ambo-20231231xex97.htm (EX-97) — 28KB
• ambo-20231231x20f001.jpg (GRAPHIC) — 46KB
• ambo-20231231x20f002.jpg (GRAPHIC) — 85KB
• ambo-20231231x20f003.jpg (GRAPHIC) — 30KB
• ambo-20231231xex15d1001.jpg (GRAPHIC) — 15KB
• 0001104659-24-051943.txt (&nbsp;) — 10685KB
• ambo-20231231_cal.xml (EX-101.CAL) — 88KB
• ambo-20231231_def.xml (EX-101.DEF) — 269KB
• ambo-20231231_lab.xml (EX-101.LAB) — 507KB
• ambo-20231231_pre.xml (EX-101.PRE) — 449KB
• ambo-20231231.xsd (EX-101.SCH) — 64KB
• ambo-20231231x20f_htm.xml (XML) — 1567KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Table of Contents PART I Item 1. Identity of Directors, Senior Management and Advisers 5 Item 2. Offer Statistics and Expected Timetable 5 Item 3. Key Information 5 Item 4. Information on the Company 32 Item 4A Unresolved Staff Comments 42 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 55 Item 7. Major Shareholders and Related Party Transactions 65 Item 8. Financial Information 66 Item 9. The Offer and Listing 66 Item 10. Additional Information 67 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 76 Item 12.

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 76 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 79 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 79 Item 15.

Controls and Procedures

Controls and Procedures 79 Item 16A Audit Committee Financial Expert 80 Item 16B Code of Ethics 80 Item 16C Principal Accountant Fees and Services 80 Item 16D Exemptions from the Listing Standards for Audit Committees 80 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 80 Item 16F Change in Registrant's Certifying Accountant 80 Item 16G Corporate Governance 80 Item 16H Mine Safety Disclosure 80 Item 16I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 81 Item 16J Insider Trading Policies 81 Item 16K Cybersecurity 81 PART III Item 17.

Financial Statements

Financial Statements 82 Item 18.

Financial Statements

Financial Statements 82 Item 19. Exhibits 83 2 Table of Contents CONVENTIONS THAT APPLY IN THIS ANNUAL REPORT ON FORM 20-F Except where the context requires otherwise and for purposes of this annual report only: "ADSs" refers to our American depositary shares. Prior to February 20, 2024, each of which represents two Class A Ordinary Shares, and "ADRs" refers to the American depositary receipts that evidence our ADSs. "Ambow" refers to Ambow Education Holding Ltd., a Cayman Island company; "we," "us," "our Company," "the Company," "the Group," "our" or similar terms refer to Ambow Education Holding Ltd., its consolidated subsidiaries unless the context otherwise indicate. "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report, Hong Kong, Macau and Taiwan. "IPO" refers to the initial public offering of our ADSs. "RMB" or "Renminbi" refers to the legal currency of China. "U.S. GAAP" refers to the Generally Accepted Accounting Principles in the United States. "$," "US$" or "U.S. dollars" refers to the legal currency of the United States. 3 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 20-F includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about: Anticipated trends and challenges in our business and the markets in which we operate; Our ability to anticipate market needs or develop new or enhanced services and products to meet those needs; Our ability to compete in our industry and innovation by our competitors; Our ability to protect our confidential information and intellectual property rights; Risks associated with opening new learning centers and other strategic plans; Our need to obtain additional funding and our ability to obtain funding in the future on acceptable terms; The impact on our business and results of operations arising from the defects in our real properties; Our ability to create and maintain our positive brand awareness and brand loyalty; Our ability to manage growth; Risks associated with school closures. All forward-looking statements involve risks, assumptions and uncertainties. You should not rely upon forward-looking statements as predictors of future events. The occurrence of the events described, and

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors Summary of Risks An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled "Risk Factors," alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: If we are not able to continue to attract students to enroll in our programs, our net revenues may decline, and we may not be able to maintain profitability. If our expansions into new businesses are not successful, our results of operation and growth prospects may be materially and adversely affected. We face significant competition in each major program we offer and each geographic market in which we operate, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely affected. NYSE may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. We may not be able to successfully integrate businesses that we acquire, which may cause us to lose anticipated benefits from such acquisitions and to incur significant additional expenses. We face risks related to natural disasters or other extraordinary events and public health epidemics, such as the global coronavirus outbreak experienced, in the locations in which we, our students, faculty, and employees live, work, which could have a material adverse effect on our business and results of operations. If we are not able to continually enhance our online programs, services and products and adapt them to rapid technological changes and student needs, we may lose market share and our business could be adversely affected. 5 Table of Contents

View Full Filing

View this 20-F filing on SEC EDGAR