United States securities and exchange commission logo
July 11, 2022
Kia Jing Tan
Chief Financial Officer
Ambow Education Holding Ltd.
12th Floor, Tower 1, Financial Street,
Chang an Center,
Shijingshan District, Beijing 100043
People s Republic of China
Re: Ambow Education
Holding Ltd.
Amendment No. 1 to
Registration Statement on Form F-3
Filed June 14, 2022
File No. 333-264878
Dear Mr. Tan:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
25, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed June 14,
2022
Cover Page
1. We note your response
to comment 3. However, this document continues to contain
references to "our
VIE." Please refrain from using terms such as we or our when
describing activities
or functions of a VIE so that it is clear to investors which entity the
disclosure is
referencing and which subsidiaries or entities are conducting the business
operations. You may
wish to refer to the VIE by name or by the VIE or a VIE.
Kia Jing Tan
FirstName LastNameKia Jing Tan
Ambow Education Holding Ltd.
Comapany
July NameAmbow Education Holding Ltd.
11, 2022
July 11,
Page 2 2022 Page 2
FirstName LastName
2. We note your response to comment 4 and reissue in part. Please revise
your disclosure
here and in the Summary, as applicable, to clarify whether any
transfers, dividends, or
distributions have been made to date between the holding company, its
subsidiaries, and
consolidated VIEs, or to investors, and quantify the amounts where
applicable. In this
regard, we note your disclosure on page 3, that "...none of the WFOEs
and Ambow
Education Management has made any dividends or other distributions to
Ambow or any
investors as of the date of this prospectus;" and on page 9, that
"[t]o date, our PRC
WOFEs have not paid dividends to us out of their accumulated profit.
Please amend
your disclosure here and in the Summary and Risk Factors sections to
state that, to the
extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong
entity, the
funds may not be available to fund operations or for other use outside
of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and
limitations on the ability
of you, your subsidiaries, or the consolidated VIEs by the PRC
government to transfer
cash.
Prospectus Summary, page 1
3. We note your response to comment 8 and reissue in part. Here and
elsewhere in your
prospectus, please refrain from implying that the contractual
agreements are equivalent to
equity ownership in, or control of the business of the VIE. Any
references to control or
benefits that accrue to you because of the VIE should be limited to a
clear description of
the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP.
Additionally, your disclosure should clarify that you are the primary
beneficiary of the
VIE for accounting purposes. In this regard, we note, as examples
only, the following
statements:
"In the event we are unable to enforce these contractual
arrangements, we may not be
able to exert effective control over our VIEs, and our ability to
conduct our business
would be materially adversely affected" (see page 4);
"Our PRC subsidiaries have entered into a series of contractual
arrangements with
our consolidated VIEs and their shareholders, which enable us to
(i) exercise effective
control over the consolidated VIEs..." (see page 20); and
"If our corporate structure and contractual arrangements are
deemed by the MOE, the
MOFCOM or other regulators that have competent authority, to be
illegal, either in
whole or in part, we may lose control of our consolidated VIE and
have to modify
such structure to comply with regulatory requirements" (see page
20).
4. We note your response to comment 9 and reissue in part. Please provide
a cross-reference
for each summary risk factor to the relevant more detailed discussion
of these risks in the
prospectus.
5. We note your response to comment 10 and reissue. We note your
disclosures in the risk
factor section as it relates to permissions and approvals related to
your VIE arrangements,
however, the comment is intended to address all permissions and
approvals needed to
Kia Jing Tan
FirstName LastNameKia Jing Tan
Ambow Education Holding Ltd.
Comapany
July NameAmbow Education Holding Ltd.
11, 2022
July 11,
Page 3 2022 Page 3
FirstName LastName
operate your business and to offer the securities being registered to
foreign
investors. Please include in the Prospectus Summary section disclosure
in response to this
comment regarding each permission or approval that you, your
subsidiaries, or the VIEs
are required to obtain including the consequences to you and your
investors if you, your
subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future. Additionally, disclose whether
you relied on the
opinion of counsel for your determination on page 22 that "[w]e are
currently not required
to obtain approval from Chinese authorities for listing on U.S
exchanges, nor the
execution of a series of VIE Agreements" and on page 20 that [w]e
believe that our
corporate structure and contractual arrangements comply with the
current applicable PRC
laws and regulations. If true, revise to state as much, provide the
name of counsel and file
a consent of counsel as an exhibit.
6. We note your response to comment 12. Please provide cross-references
to the condensed
consolidating schedule and the consolidated financial statements.
7. We note your disclosure on pages 10 and 25 in response to comment 13.
Please revise
your disclosure under the Prospectus Summary on page 10, as you do on
the Cover and in
the Risk Factor on page 25, to include that trading in your securities
may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it
cannot inspect or investigate completely your auditor, and that as a
result an exchange
may determine to delist your securities.
Certain New PRC Regulations on the Private Education Industry, page 10
8. We note your revisions in response to comment 18. Revise your
disclosure to clearly
indicate, and quantify where possible, the impact to your results of
operations as a result
of the actions you describe here in response to the 2021 Implementing
Rules.
Specifically, state the amount of revenues you have historically
attributed to your K-9
business, which you intend to sell, so that it is clear to readers how
your results of
operations will be impacted once the sale is complete. Provide more
detail around how
the "student numbers and service hours of [y]our tutoring business"
has been negatively
affected and whether you expect the impact to continue indefinitely.
Clarify what you
mean when you state that you "aim to maintain a self-sufficient
operating cash flow for
[y]our remaining tutoring business."
Risk Factor, page 17
9. We note your revised risk factor disclosures in response to comment
14. We also note
your disclosure that if your ownership structure and contractual
arrangements are later
found to be in violation of any existing or future PRC laws or
regulations, you could be
subject to severe penalties, including [r]estricting or
prohibiting the use of any
proceeds from [y]our additional public offering to finance our
business and operations in
Kia Jing Tan
Ambow Education Holding Ltd.
July 11, 2022
Page 4
China and "forced to relinquish [y]our interests in those operations."
Please revise to
include that the securities you are registering may decline in value or
become worthless if
the determinations, changes, or interpretations result in your inability
to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct
all or
substantially all of your operations.
Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at
202-551-3264 with
any questions.
Sincerely,
FirstName LastNameKia Jing Tan
Division of
Corporation Finance
Comapany NameAmbow Education Holding Ltd.
Office of Trade &
Services
July 11, 2022 Page 4
cc: Tahra Wright, Esq.
FirstName LastName