安博教育2015年度报告

20-F 1 v434660_20f.htm FORM 20-F UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the event requiring this shell company report _________________ Commission file number: 001-34824 AMBOW EDUCATION HOLDING LTD.(Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation or organization) 18th Floor, Building A, Chengjian Plaza, No. 18,BeiTaiPingZhuang Road, Haidian District, Beijing100088People’s Republic of China(Address of principal executive offices) Kia Jing Tan, Chief Financial Officer18th Floor, Building A, Chengjian Plaza, No. 18,BeiTaiPingZhuang Road, Haidian District, Beijing100088People’s Republic of ChinaTelephone: +86 (10) 6206-8000Facsimile: +86 (10) 6206-8100(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: None *Not for trading, but only in connection with the listing on New York Stock Exchange of American depository shares representing the Class A Ordinary Shares. Each American depositary share represents two Class A Ordinary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: Class A Ordinary Share Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital stock as of the close of the period covered by this report. 33,556,762 Class A Ordinary Shares and4,708,415 Class C Ordinary Shares,par value $0.003 per share, as of December 31, 2015 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer  Accelerated filer  Non-accelerated filer  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP  International Financial Reporting Standards as issuedby the International Accounting Standards Board  Other  If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. 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 PART I Item 1.Identity of Directors, Senior Management and Advisers3Item 2.Offer Statistics and Expected Timetable3Item 3.Key Information3Item 4.Information on the Company30Item 4AUnresolved Staff Comments68Item 5.Operating and Financial Review and Prospects68Item 6.Directors, Senior Management and Employees92Item 7.Major Shareholders and Related Party Transactions103Item 8.Financial Information105Item 9.The Offer and Listing106Item 10.Additional Information107Item 11.Quantitative and Qualitative Disclosures About Market Risk112Item 12.Description of Securities Other Than Equity Securities113 PART II Item 13.Defaults, Dividend Arrearages and Delinquencies114Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds114Item 15.Controls and Procedures114Item 16AAudit Committee Financial Expert116Item 16BCode of Ethics116Item 16CPrincipal Accountant Fees and Services116I