0000902595-13-000055.txt : 20130627 0000902595-13-000055.hdr.sgml : 20130627 20130627150305 ACCESSION NUMBER: 0000902595-13-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130627 DATE AS OF CHANGE: 20130627 GROUP MEMBERS: AVENUE ASIA CAPITAL MANAGEMENT GENPAR, LLC GROUP MEMBERS: AVENUE ASIA CAPITAL PARTNERS IV LTD. GROUP MEMBERS: AVENUE ASIA CAPITAL PARTNERS IV, LLC GROUP MEMBERS: AVENUE ASIA SPECIAL SITUATIONS FUND IV, L.P. GROUP MEMBERS: GL ASIA MAURITIUS II CAYMAN LTD GROUP MEMBERS: GL ASIA MAURITIUS II, LLC GROUP MEMBERS: GL ASIA PARTNERS IV, LLC GROUP MEMBERS: MARC LASRY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ambow Education Holding Ltd. CENTRAL INDEX KEY: 0001494558 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85611 FILM NUMBER: 13937234 BUSINESS ADDRESS: STREET 1: 18 FL. BLDG. A, CHENJIAN PLAZA, NO. 18 STREET 2: BEITAIPING ZHUANG RD. CITY: BEIJING STATE: F4 ZIP: 100088 BUSINESS PHONE: 86 (10) 6206-8000 MAIL ADDRESS: STREET 1: 18 FL. BLDG. A, CHENJIAN PLAZA, NO. 18 STREET 2: BEITAIPING ZHUANG RD. CITY: BEIJING STATE: F4 ZIP: 100088 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVENUE ASIA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001512873 IRS NUMBER: 522320128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AVENUE CAPITAL MANAGEMENT II, L.P. STREET 2: 399 PARK AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-878-3520 MAIL ADDRESS: STREET 1: C/O AVENUE CAPITAL MANAGEMENT II, L.P. STREET 2: 399 PARK AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 te112810_sc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Rule 13d-101)
 
Under the Securities Act of 1934
(Amendment No. 2)*
 
AMBOW EDUCATION HOLDING LTD.
(Name of issuer)
 
CLASS A ORDINARY SHARES & AMERICAN DEPOSITARY SHARES (ADS)**
(Title of class of securities)
 
02322P101
(CUSIP number)
 
Eric Ross
Senior Managing Director and Chief Compliance Officer
Avenue Capital Group
399 Park Avenue, 6th Floor
New York, NY 10022
(212) 850-7500
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
 
Copies to:
David J. Johnson, Jr.
O’Melveny & Myers LLP
31st Floor, AIA Central
1 Connaught Road,
Central, Hong Kong, S.A.R.
(852) 3512-2300
Doron Lipshitz
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
(212) 326-2000

June 26, 2013
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box.  o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

*  
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
**
  
Each American Depositary Share represents two (2) Class A Ordinary Shares, par value US$0.0001 per share.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
1
 
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
GL Asia Mauritius II Cayman Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
21,599,914
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
21,599,914
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
2
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
GL Asia Mauritius II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
3
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
Avenue Asia Special Situations Fund IV, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
4
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
Avenue Asia Capital Partners IV Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
5
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
Avenue Asia Capital Partners IV LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
6
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
GL Asia Partners IV, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
7
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
Avenue Asia Capital Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
8
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
Avenue Asia Capital Management GenPar, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
HC
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
9
 
 
CUSIP No. 02322P101
     
1
NAME OF REPORTING PERSONS
 
Marc Lasry
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
None
8
SHARED VOTING POWER
 
21,599,914*
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
21,599,914*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,599,914*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
21.6%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
HC/IN
 
*
Represents current voting power in Issuer. See disclosure in Item 5(a) of the Schedule 13D dated April 23, 2013.
 
 
10
 
 
Item 1. 
 Security and Issuer
 
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by GL Asia Mauritius II Cayman Limited, a Cayman Islands corporation (“GL Asia Limited”), GL Asia Mauritius II, LLC, a Delaware limited liability company (“GL Asia LLC”), Avenue Asia Special Situations Fund IV, L.P., a Cayman Islands exempted limited partnership (“Special Situations Fund IV”), Avenue Asia Capital Partners IV Ltd., a Cayman Islands corporation (“Avenue Asia IV Limited”), Avenue Asia Capital Partners IV, LLC, a Delaware limited liability company (“Avenue Asia IV LLC”), GL Asia Partners IV, LLC, a Delaware limited liability company (“GL Asia Partners IV”), Avenue Asia Capital Management, L.P., a Delaware limited partnership (“Avenue Asia Capital Management”), Avenue Asia Capital Management GenPar, LLC, a Delaware limited liability company (“Avenue Asia GenPar”) and Marc Lasry, a United States citizen (“Lasry” and, together with GL Asia Limited, GL Asia LLC, Special Situations Fund IV, Avenue Asia IV Limited, Avenue Asia IV LLC, GL Asia Partners IV, Avenue Asia Capital Management and Avenue Asia GenPar, collectively, the “Reporting Persons”), to amend the Items specified below in the Reporting Persons’ Schedule 13D with respect to  the Class A Ordinary Shares, par value $0.0001 per share underlying the American Depositary Shares (“Class A Ordinary Shares”), of Ambow Education Holding Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), filed with the Securities and Exchange Commission on April 23, 2013, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 10, 2013.

Item 4.
 Purpose of the Transaction

The disclosure in Item 4 is hereby amended and supplemented to add the following at the end thereof:
 
On June 24, 2013, Dr. Jin Huang, Chairwoman and Chief Executive Officer of the Company, wrote an open letter to shareholders of the Company (“Huang’s Letter”).

On June 26, 2013, GL Asia Limited issued a press release in response to Huang’s Letter (the “GL Asia Press Release”), a copy of which is attached hereto as Exhibit 99.1.   The foregoing summary of the GL Asia Press Release is qualified in its entirety by reference to the full text of the GL Asia Press Release.  The GL Asia Press Release is attached hereto as Exhibit 1 and is incorporated into this Item 4 by reference in its entirety.
 
Item 7.
 Material to be filed as Exhibits
 
Exhibit Number
Description
Exhibit 99.1
Press Release of GL Asia Mauritius II Cayman Limited, dated June 26, 2013
 
 
11
 
     
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.
 
   
Date: June 27, 2013
 
 
GL ASIA MAURITIUS II CAYMAN LIMITED
   
 
By:
 /s/ Jennifer Tang
   
Name: Jennifer Tang
   
Title: Director
     
 
 
 
GL ASIA MAURITIUS II, LLC
   
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
     
 
 
 
AVENUE ASIA SPECIAL SITUATIONS FUND IV, L.P.
   
 
By:
Avenue Asia Capital Partners IV, Ltd.
its General Partner
     
 
By:
Avenue Asia Capital Partners IV, LLC,
its Sole Shareholder
     
 
By:
GL Asia Partners IV, LLC,
its Managing Member
     
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
     
 
 
 
AVENUE ASIA CAPITAL PARTNERS IV, LTD.
   
 
By:
Avenue Asia Capital Partners IV,
LLC, its Sole Shareholder
     
 
By:
GL Asia Partners IV, LLC,
its Managing Member
     
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
     
 
 
 
 
 
 
AVENUE ASIA CAPITAL PARTNERS IV, LLC
   
 
By:
GL Asia Partners IV, LLC,
its Managing Member
     
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
   
 
 
 
GL ASIA PARTNERS IV, LLC
   
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
   
 
 
 
AVENUE ASIA CAPITAL MANAGEMENT, L.P.
   
 
By:
Avenue Asia Capital Management GenPar, LLC,
its General Partner
     
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
     
 
 
 
AVENUE ASIA CAPITAL MANAGEMENT GENPAR, LLC
   
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
     
 
 
 
MARC LASRY
   
 
By:
 /s/ Eric Ross
   
Name: Eric Ross
   
Title: Attorney-in-Fact for Marc Lasry, Managing Member
 
 
 
EX-99.1 2 te112810_ex9901.htm PRESS RELEASE

Ambow Education Holding Ltd. Shareholder GL Asia Mauritius II Cayman Ltd.
Responds to Dr. Jin Huang’s Letter

BEIJING, June 26, 2013 /PRNewswire/ -- GL Asia Mauritius II Cayman Limited (“GLAM”), a major shareholder of Ambow Education Holding Ltd. (“Ambow”), today issued the following response to a recent open letter from Ambow Chairwoman and CEO Dr. Jin Huang:

We wish to address Dr. Jin Huang’s June 24, 2013 open letter to Ambow shareholders concerning the Grand Court of the Cayman Islands June 7, 2013 Order appointing provisional liquidators for Ambow Education Holding Ltd.  Dr. Huang’s letter is materially inaccurate and appears calculated to interfere with the Provisional Liquidators’ Court-ordered mandate to conduct a transparently independent investigation into alleged wrongful conduct by senior management and restore shareholder confidence and value.  The Court appointed those provisional liquidators only after a full and fair hearing in which the petitioner (GL Asia Mauritius II Cayman Limited (“GLAM”)), Ambow, and Dr. Huang herself all had the opportunity to present evidence and be heard.

GLAM has been an Ambow shareholder since 2005 and invested approximately $70 million in Ambow.  GLAM sought the provisional liquidators’ appointment because we concluded that this was the only way for Ambow’s shareholders to restore profitability and shareholder value.  As Ambow’s public Securities and Exchange Commission (“SEC”) filings demonstrate, Ambow senior management’s pre-Petition conduct has depressed the Company’s financial performance and diminished shareholder value:

 
·
Immediately upon learning that a whistleblower had accused Ambow senior management of fraudulent conduct, Ambow’s Audit Committee initiated an investigation into alleged wrongdoing by Dr. Huang and other senior management members on July 3, 2012.  By March 2013, the Audit Committee’s counsel at Fenwick & West LLP (“Fenwick”) had concluded that the Audit Committee investigation could not conclude so long as Dr. Huang remained Ambow’s CEO and President.  But when the Audit Committee asked that Dr. Huang resign or take a leave of absence, she refused, setting off a chain of resignations by the Company’s three independent directors, including two Audit Committee members, and Fenwick.

 
·
PricewaterhouseCoopers Zhong Tian CPAs Limited Company (“PWC”)—the “Big Four accounting firm” Dr. Huang touts in her letter— resigned as the Company’s outside independent auditors because “of its concerns that the [Audit Committee] Investigation may not be given the necessary resources and time, and the presence of existing management may make conducting an investigation of the scope that PWC believes is warranted unlikely.”

 
·
Because of these resignations and other negative events surrounding Ambow, the NYSE suspended trading of Ambow’s ADSs.

 
·
In the year before that trading suspension, with Dr. Huang at the helm, the trading price of Ambow’s ADSs plummeted approximately 87%.

 
·
For the second year in a row, Ambow has failed to timely file its Annual Report on SEC Form 20-F, and it appears unlikely to that Ambow will be able to disclose audited financial statements for 2012 any time soon.
 
 
 
 
 
In appointing the provisional liquidators, the Court considered not only this and other publicly available information, but additional information that included affidavit testimony from Dr. Huang and others concerning events at Ambow from July 2012 through the present.  If Dr. Huang truly believes that shareholders “are entitled to transparency[,] good governance,” and “accurate, current information,” then she should make this information—which out of deference to Ambow was filed confidentially with the Court—available to Ambow investors, as well, so that they can make an informed decision concerning the Company’s future direction.  We believe that if such information were made available to shareholders, it would not only confirm the events described in this letter, but also contradict many of the other assertions in Dr. Huang’s June 24, 2013 letter.

It also appears that Dr. Huang is trying to distract from the real issues by suggesting that our interests differ from those of other shareholders because, Dr. Huang contends, we intend to take Ambow private. We have no such plans at this time, and our only interest is in seeing the Company complete the Audit Committee investigation and return to thriving as a publicly traded company.  We believe that these goals would similarly benefit all Ambow’s constituencies—shareholders, creditors, employees, customers and suppliers (among others).

We are confident that the provisional liquidators will resist any attempt by Dr. Huang to interfere with their conducting a transparently independent investigation or running Ambow in the best interests of all shareholders.  We believe that all shareholders expect the provisional liquidators to fully and independently fulfill the Court’s mandate.

We urge all Ambow shareholders to demand all pertinent information and, after informing themselves fully, to make sure their voices are heard by writing to the Company and the Company’s provisional liquidators, or taking any action they deem appropriate, to demand that a transparently independent investigation into the allegations of senior management significant misconduct be completed and all steps necessary to restore shareholder confidence and value be taken promptly.  To that end, we believe that Dr. Huang’s immediate resignation is necessary to achieve these goals, will prevent her from leading the Company further astray, and is in Ambow’s best interests moving forward.


Contact for GL Asia Mauritius II Cayman Ltd.:

Todd Fogarty
Kekst and Company
todd-fogarty@kekst.com
212-521-4854
 
SOURCE GL Asia Mauritius II Cayman Ltd.