SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*
(Amendment No. 6)

Ambow Education Holding Ltd.

(Name of Issuer)

Class A Ordinary Shares & American Depositary Shares (ADS)**

(Title of Class of Securities)

02322P101

(CUSIP Number)

Tariq Syed Usman

Baring Private Equity Asia V Holding (4) Limited

#13-01 One Raffles Place

Singapore

(65) 6854 1330

with copies to:

Patrick Cordes

Baring Private Equity Asia Limited

3801 Two International Finance Centre

8 Finance Street

Central, Hong Kong

(Facsimile) (852) 2843-9372

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 6, 2019

(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 Rule 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).

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person Baring Private Equity Asia V Holding (4) Limited
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
6	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 2,882,2951
		8	Shared Voting Power 0
		9	Sole Dispositive Power 2,882,2951
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,882,2952
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) 7.5%
14	Type of Reporting Person (See Instructions) CO

1   All such Class A Shares are directly owned by Baring Private Equity Asia V Holding (4) Limited. On September 4, 2015, the Issuer effected a 1-for-30 reverse stock split. For purposes of this Schedule 13D/A, all share counts reflect such reverse stock split.

2   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

2

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person Campus Holdings Limited
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds WC
5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
6	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 398,1521
		8	Shared Voting Power 0
		9	Sole Dispositive Power 398,1521
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 398,1522
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) 1.0%
14	Type of Reporting Person (See Instructions) CO

1   All such Class A Shares are directly owned by Campus Holdings Limited.

2   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

3

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person The Baring Asia Private Equity Fund V, L.P.
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceeding 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 0
		8	Shared Voting Power 3,280,447
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,280,447
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,4471
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) 8.5%
14	Type of Reporting Person (See Instructions) PN

1   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

4

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person The Baring Asia Private Equity Fund V Co-Investment L.P.
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceeding 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 0
		8	Shared Voting Power 3,280,447
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,280,447
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,4471
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) 8.5%
14	Type of Reporting Person (See Instructions) PN

1   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

5

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person Baring Private Equity Asia GP V, L.P.
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceeding 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 0
		8	Shared Voting Power 3,280,447
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,280,447
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,4471
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) 8.5%
14	Type of Reporting Person (See Instructions) PN

1   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

6

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person Baring Private Equity Asia GP V Limited
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceeding 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 0
		8	Shared Voting Power 3,280,447
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,280,447
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,4471
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) 8.5%
14	Type of Reporting Person (See Instructions) CO

1   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

7

SCHEDULE 13D

CUSIP No. 02322P101

1	Name of Reporting Person Jean Eric Salata
2	Check the Appropriate Box if a Member of a Group (a)x      (b) o
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
6	Citizenship or Place of Organization Chile
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 3,280,447
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 3,280,447
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,4471
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) 8.5%
14	Type of Reporting Person (See Instructions) IN

1   Represents aggregate amount of Class A Ordinary Shares deemed to be beneficially owned by each Reporting Person assuming each ADS represents two Class A Ordinary Shares.

8

Item 1. Security and Issuer

This statement constitutes Amendment No. 6 (this “Amendment”) to the Schedule 13D relating to the Class A Ordinary Shares, par value US$0.0001 (“Class A Shares”) and the American depositary shares (“ADSs”) of Ambow Education Holding Ltd. (the Issuer), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2011, as amended by Amendment No.1 filed with the SEC on December 5, 2011, Amendment No. 2 filed with the SEC on March 19, 2012, Amendment No. 3 filed with the SEC on March 15, 2013, Amendment No. 4 filed with the SEC on March 25, 2013 and Amendment No. 5 filed with the SEC on May 15, 2014 (the “Schedule 13D”), on behalf of Baring Private Equity Asia V Holding (4) Limited, Campus Holdings Limited, The Baring Asia Private Equity Fund V, L.P., The Baring Asia Private Equity Fund V Co-Investment L.P., Baring Private Equity Asia GP V, L.P., Baring Private Equity Asia GP V Limited and Jean Eric Salata (the “Reporting Persons”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On September 6, 2019, Baring (4) and Campus entered into a Share Purchase Agreement (the “SPA”) with Oriental Eminent Ventures Limited and Infinite Victory Ventures Limited (together, the “Purchasers”), pursuant to which, subject to the terms and conditions of the SPA, Baring (4) has agreed to sell 2,882,295 Class A Shares (including such shares in the form of ADSs) to the Purchasers and Campus agreed to sell 398,152 Class A Shares (including such shares in the form of ADSs) to the Purchasers, for an aggregate purchase price of $3,500,000.00 (the “Purchase Price”), subject to the terms of the SPA. The SPA provides that ten percent (10%) of the Purchase Price be paid on the date of the execution of the SPA and twenty percent (20%) of the Purchase Price be paid ninety (90) calendar days after the date of the execution of the SPA (the “Second Payment Date”).

Provided that the Purchasers have complied with the terms of the SPA, on the Second Payment Date, 288,228 Class A Shares (including such shares in the form of ADSs) held by Baring (4) and 39,816 Class A Shares (including such shares in the form of ADSs) held by Campus will be transferred to the Purchasers.

Provided that the Purchasers have complied with the terms of the SPA, on the date that is 180 calendar days after the date of the execution of the SPA (the “Third Payment Date”), 2,594,067 Class A Shares (including such shares in the form of ADSs) held by Baring (4) and 358,336 Class A Shares (including such shares in the form of ADSs) held by Campus will be transferred to the Purchasers upon payment by the Purchasers of the remaining seventy percent (70%) of the Purchase Price. Following the Third Payment Date, Baring (4) and Campus will each hold zero Class A Shares (including in the form of ADSs). The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the SPA, a copy of which is filed as Exhibit 7.11 and is incorporated herein by reference in its entirety.

In connection with the SPA, Campus and Baring (4) entered into a Settlement Agreement with Dr. Huang and Spin-Rich, pursuant to which the Participation Agreement and the Campus Share Charge were terminated and the Campus Share Charge was released. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 7.12 and is incorporated herein by reference in its entirety.

Pursuant to the Settlement Agreement, Campus and Spin-Rich have entered into an amendment and restatement agreement (the “A&R Agreement”) to amend and restate the Spin-Rich Share Charge on September 9, 2019 (such amended and restated Spin-Rich Share Charge, being the “A&R Spin-Rich Share Charge”), whereby Spin-Rich entered into a charge over 84,734 Class C ordinary shares of the Issuer that it owns in favor of Campus to secure certain agreed secured obligations under the Settlement Agreement, in consideration of Campus’ agreement to enter into the Settlement Agreement. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the A&R Agreement and the A&R Spin-Rich Share Charge, a copy of which is filed as Exhibit 7.13 and is incorporated herein by reference in its entirety.

9

Item 5. Interest in Securities of the Issuer

Subsections (a), (b) and (d) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b) Baring (4) directly owns an aggregate of 2,882,295 Class A Shares, which represents in the aggregate approximately 7.5% of the Class A Shares, all of which are directly owned by Baring (4), and Baring (4) has sole voting power and sole dispositive power with respect to such shares. Campus directly owns 398,152 Class A Shares, which represents approximately 1.0% of the Class A Shares deemed to be outstanding and has sole voting power and sole dispositive power with respect to such shares. Baring LP and Baring Co as the joint shareholders of Baring (4) and Campus, may be deemed to beneficially own an aggregate of 3,280,447 Class A Shares, consisting of 2,882,295 Class A Shares beneficially owned by Baring (4) and 398,152 Class A Shares beneficially owned by Campus, which represents in the aggregate approximately 8.5% of the Class A Shares deemed to be outstanding, and have shared voting power and shared dispositive power with respect to such shares. Baring Limited, as the general partner of Baring GP, and Baring GP, as the general partner of Baring LP and Baring Co, each may be deemed to beneficially own an aggregate of 3,280,447 Class A Shares, consisting of 2,882,295 Class A Shares beneficially owned by Baring (4) and 398,152 Class A Shares beneficially owned by Campus, which represents in the aggregate approximately 8.5% of the Class A Shares deemed to be outstanding, and have shared voting power and shared dispositive power with respect to such shares. Jean Eric Salata, as the sole shareholder of Baring Limited may be deemed to beneficially own an aggregate of 3,280,447 Class A Shares, consisting of 2,882,295 Class A Shares beneficially owned by Baring (4) and 398,152 Class A Shares beneficially owned by Campus, which represents in the aggregate approximately 8.5% of the Class A Shares deemed to be outstanding, and has shared voting power and shared dispositive power with respect to such shares. Jean Eric Salata disclaims beneficial ownership of the Class A Shares owned by Baring (4) and Campus except to the extent of his economic interest.

(d) Pursuant to the A&R Spin-Rich Share Charge, unless and until an enforcement event has occurred, (i) Spin-Rich shall be entitled to exercise all voting and/or consensual powers pertaining to the Charged Property (as defined therein) and dividends or other distributions received thereon by Spin-Rich (collectively, the “Spin-Rich Charged Property”) or any part thereof charged in favor of Campus. Any dividends, interest or other moneys or assets accruing on or in respect of the Spin-Rich Charged Property or any part thereof shall, in any event, not be distributed to Spin-Rich shareholders until the security created by the A&R Spin-Rich Share Charge is discharged in full.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

Item 4 of this Amendment is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 7.11     Share Purchase Agreement, dated September 6, 2019.

Exhibit 7.12     Settlement Agreement, dated September 6, 2019.

Exhibit 7.13     A&R Agreement and A&R Spin-Rich Share Charge, dated September 9, 2019.

10

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: September 10, 2019

Baring Private Equity Asia V Holding (4) Limited
By:	/s/ Tariq Syed Usman
Name:	Tariq Syed Usman
Title:	Alternate Director to Caroline Baker
Campus Holdings Limited
By:	/s/ Tariq Syed Usman
Name:	Tariq Syed Usman
Title:	Alternate Director to Caroline Baker
The Baring Asia Private Equity Fund V, L.P.
By:	Baring Private Equity Asia GP V, L.P. acting as its general partner
By:	Baring Private Equity Asia GP V Limited acting as its general partner
By:	/s/ Tek Yok Hua
Name:	Tek Yok Hua
Title:	Director
The Baring Asia Private Equity Fund V Co-Investment L.P.
By:	Baring Private Equity Asia GP V, L.P. acting as its general partner
By:	Baring Private Equity Asia GP V Limited acting as its general partner
By:	/s/ Tek Yok Hua
Name:	Tek Yok Hua
Title:	Director
Baring Private Equity Asia GP V, L.P.
By:	Baring Private Equity Asia GP V Limited acting as its general partner
By:	/s/ Tek Yok Hua
Name:	Tek Yok Hua
Title:	Director
Baring Private Equity Asia GP V Limited
By:	/s/ Tek Yok Hua
Name:	Tek Yok Hua
Title:	Director
/s/ Jean Eric Salata
Jean Eric Salata

11

EX-7.11

Exhibit 7.11

Strictly Confidential Execution Version

SHARE PURCHASE AGREEMENT

Among

CAMPUS HOLDINGS LIMITED,

BARING PRIVATE EQUITY ASIA V HOLDING (4) LIMITED,

ORIENTAL EMINENT VENTURES LIMITED

and

INFINITE VICTORY VENTURES LIMITED

Dated September 6, 2019

TABLE OF CONTENTS

		Page
SECTION 1 INTERPRETATION		2
1.1.	Definitions	2
1.2.	Terms Defined Elsewhere in this Agreement	4
1.3.	Interpretation	5
SECTION 2 SALE AND PURCHASE OF THE SALE SHARES		6
2.1.	Sale Shares	6
2.2.	Consideration	6
2.3.	Defaults in Payments; First and Second Completion	6
SECTION 3 CONDITIONS PRECEDENT TO EACH COMPLETION		7
3.1.	Conditions Precedent to Obligations of the Investors at Completion	7
3.2.	Conditions Precedent to Obligations of Sellers at Completion	8
SECTION 4 COMPLETION ACTIONS		10
4.1.	Time and Place of Completion	10
4.2.	Actions at Completion	10
SECTION 5 OBLIGATIONS OF THE SELLERS BETWEEN EXECUTION AND COMPLETION		10
5.1.	Notices of Breaches	10
5.2.	Restrictions on Actions between Execution and Completion	10
SECTION 6 REPRESENTATIONS AND WARRANTIES		11
6.1.	Sellers Warranties	11
6.2.	Investors Warranties	11
6.3.	Bring-Down to Completion	11
6.4.	Survival	11
SECTION 7 CONFIDENTIALITY; RESTRICTION ON ANNOUNCEMENTS		11
7.1.	General Obligation	11
7.2.	Exceptions	12
7.3.	Publicity	12
SECTION 8 COVENANTS		12
8.1.	Commercially Reasonable Efforts	12
8.2.	Right Not to Take Action	12
SECTION 9 TAXES, DUTIES, FEES AND EXPENSES		13
9.1.	Taxes, Duties, Fees and Expenses	13

i

SECTION 10 INDEMNIFICATION		13
10.1.	General Indemnity.	13
SECTION 11 TERMINATION		14
11.1.	Effective Date; Termination	14
11.2.	Events of Termination	14
11.3.	Effect of Termination; Survival	15
SECTION 12 NOTICES		15
12.1.	Notices	15
12.2.	Addresses and Fax Numbers	16
SECTION 13 MISCELLANEOUS		16
13.1.	No Partnership	16
13.2.	Amendment	16
13.3.	Waiver	16
13.4.	Entire Agreement	16
13.5.	Severability	16
13.6.	Counterparts	17
13.7.	Transfer; Assignment	17
13.8.	Further Assurances	17
13.9.	Remedies	17
SECTION 14 GOVERNING LAW AND JURISDICTION		17
14.1.	Governing Law	17
14.2.	Dispute Resolution	17

ii

SCHEDULES

Schedule 1	PARTICULARS OF THE COMPANY
Schedule 2	SELLERS WARRANTIES
Schedule 3	INVESTORS WARRANTIES
Schedule 4	SELLER ACCOUNTS
Schedule 5	Part A: PAYMENT SCHEDULE Part B: COMPLETION SCHEDULE

iii

SHARE PURCHASE AGREEMENT (this “Agreement”) made on September 6, 2019

AMONG:

(1)BARING PRIVATE EQUITY ASIA V HOLDING (4) LIMITED, a British Virgin Islands company limited by shares with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (the “Fund Seller”); and

(2)CAMPUS HOLDINGS LIMITED, a British Virgin Islands company limited by shares with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (the “Campus Seller” and together with the Fund Seller, the “Sellers”); and

(3)ORIENTAL EMINENT VENTURES LIMITED, a British Virgin Islands company limited by shares with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (the “Primary Investor”); and

(4)INFINITE VICTORY VENTURES LIMITED, a British Virgin Islands company limited by shares with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (the “Co-Investor” and collectively with the Primary Investor, the “Investors”).

RECITALS:

(A)The Fund Seller owns 2,882,295 (the “Fund Shares”) of the issued Shares (defined below) of Ambow Education Holding Ltd., a Cayman Islands exempted company (the “Company”) and the Campus Seller owns 398,152 (the “Campus Shares” and together with the Fund Shares, the “Sale Shares”) of the issued Shares, which, for the avoidance of doubt, shall include any such Shares represented by American depositary shares).

(B)The Company is listed on the NYSE American LLC.

(C)The Parties are contemporaneously entering into a Settlement Agreement regarding that certain Participation Agreement dated as of October 26, 2011 and a Deed of Release regarding that certain share charge and that certain investor share charge, each dated 26 October 2011, providing for the mutual release and settlement of the obligations and charges referred to therein, all upon the terms and subject to the conditions set forth therein.

(D)The Sellers wish to sell to the Investors, and the Investors wish to purchase from Sellers, all of the Sale Shares, all upon the terms and subject to the conditions set forth herein.

1

AGREEMENT:

SECTION 1
INTERPRETATION

1.1.Definitions. In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

“1933 Act” means the Securities Act of 1933 of the United States of America, as amended, and the rules and regulations promulgated thereunder.

“ADSs” means those interests in Shares issued pursuant to the Deposit Agreement by and among the Company, Citibank, N.A., as depositary, and the holders and beneficial owners of American Depositary Shares issued thereunder. Each ADS represents two Shares.

“Affiliate” or “affiliate” of a Person (the “Subject Person”) means (a) in the case of a Person other than a natural person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the Subject Person and (b) in the case of a natural person, any other Person that is directly or indirectly Controlled by the Subject Person or is a Relative of the Subject Person. In the case of the Sellers, the term “Affiliate” includes (v) any Controlling shareholder of such Seller, (w) any of such shareholder’s general partners or limited partners, (x) the fund manager managing such shareholder (and general partners, limited partners and officers thereof) and (y) trusts Controlled by or for the benefit of any such individuals referred to in (w) or (x).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the PRC, Hong Kong or New York City are required or authorized by law or executive order to be closed.

“Charter Documents” means the Memorandum and Articles of Association or similar organization documents of a Person.

“Completion” means the First Completion or the Second Completion, as the case may be.

“Control” of a Person means (a) ownership of more than fifty percent (50%) of the shares in issue or other equity interests or registered capital of such Person or (b) the power to direct the management or policies of such Person, whether through ownership or voting proxy of the voting power of such Person, through the power to appoint a majority of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise.

“Encumbrance” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security interest or any other encumbrance but which has an economic or financial effect similar to the granting of security interest or any other encumbrance under applicable law, (b) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, (c) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person (other than, in the case of any Equity Securities, any transfer restriction arising under applicable securities laws) and (d) any adverse claim as to title, possession or use.

2

“Equity Securities” means, with respect to any Person, such Person’s shares, capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such shares, membership interests, partnership interests, registered capital or joint venture or other ownership interests (whether or not such derivative securities are issued by such Person). Unless the context otherwise requires, any reference to “Equity Securities” refers to the Equity Securities of the Company.

“Governmental Authority” means any government or political subdivision thereof; any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal; and the governing body of any securities exchange or other self-regulatory body, whether domestic or foreign, in each case having competent jurisdiction.

“NYSE American” means the NYSE American LLC. or any successor thereto.

“Ownership Percentage” means for the Fund Seller, the percentage obtained by dividing (i) the total number of Sale Shares to be sold hereunder by (ii) the total number of Fund Shares, and for the Campus Seller, the percentage obtained by dividing (x) the total number of Sale Shares to be sold hereunder by (y) the total number of Campus Shares.

“Party” or “Parties” means any signatory or the signatories to this Agreement and any Person that subsequently becomes a party to this Agreement as provided herein.

“Person” means any natural person, firm, company, Governmental Authority, joint venture, partnership, association, limited liability company, business trust, trust, organization or other entity (whether or not having separate legal personality).

“Relative” of a natural person means the spouse of such person and any parent, grandparent, child, grandchild, sibling, first cousin, uncle, aunt, nephew, niece or in-laws of such person or spouse.

“Sale Percentage” means for the Primary Investor, 55%, and for the Co-Investor, 45%.

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“Shares” means the Class A ordinary shares of the Company, par value US$0.003 per share.

“Tax” means any tax, duty, deduction, withholding, impost, levy, fee, assessment or charge of any nature whatsoever (including, without limitation, income, franchise, value added, sales, use, excise, stamp, customs, documentary, transfer, withholding, property, capital, employment, payroll, ad valorem, net worth or gross receipts taxes and any social security, unemployment or other mandatory contributions) imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, national or other body in the PRC, the United States, Singapore or elsewhere and any interest, addition to tax, penalty, surcharge or fine in connection therewith.

“US$” or “$” means United States Dollars, the lawful currency of the United States of America.

1.2.Terms Defined Elsewhere in this Agreement. The following terms are defined in this Agreement as follows:

“Agreement”	Preamble
“Campus Seller”	Preamble
“Campus Shares”	Recitals
“Co-Investor”	Preamble
“Company”	Preamble
“Confidential Information”	Section 7.1
“Consideration”	Section 2.1
“Cure Period”	Section 2.3(b)
“Dispute”	Section 14.2(a)
“First Closing”	Section 2.3
“First Payment”	Section 2.2
“Fund Seller”	Preamble
“Fund Shares”	Recitals
“HKIAC”	Section 14.2(a)
“Indemnified Party”	Section 10.1
“Indemnifying Party”	Section 10.1
“Installment Payment”	Section 2.2
“Investors”	Preamble
“Investors Warranties”	Section 6.2
“Losses”	Section 10.1
“Primary Investor”	Preamble
“Representatives”	Section 7.1
“Rules”	Section 14.2(a)
“Sale Shares”	Preamble
“Second Closing”	Section 2.3
“Second Payment”	Section 2.2
“Sellers”	Preamble
“Third Payment”	Section 2.2

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1.3.Interpretation.

(a)Directly or Indirectly. The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning.

(b)Gender and Number. Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

(c)Headings. Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.

(d)Include not Limiting. “Include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation.”

(e)Law. References to “law” shall include all applicable laws, regulations, rules and orders of any Governmental Authority, any common or customary law, constitution, code, ordinance, statute or other legislative measure and any regulation, rule, treaty, order, decree or judgment; and “lawful” shall be construed accordingly.

(f)References to Documents. References to this Agreement include the Schedules and Exhibits, which form an integral part hereof. A reference to any Section, Schedule or Exhibit is, unless otherwise specified, to such Section of, or Schedule or Exhibit to this Agreement. The words “hereof,” “hereunder” and “hereto,” and words of like import, unless the context requires otherwise, refer to this Agreement as a whole and not to any particular Section hereof or Schedule or Exhibit hereto. A reference to any document (including this Agreement) is, unless otherwise specified, to that document as amended, restated, consolidated, supplemented, novated or replaced from time to time.

(g)Knowledge. Where any statement is qualified by the expression “to the best of a Person’s knowledge” or any similar expression, that statement shall, unless otherwise stated, be deemed to refer to the knowledge of a prudent Person in the position of such Person who shall be deemed to have knowledge of such matters as he would have discovered, had he made such enquiries and investigations as a prudent Person would have made to confirm the subject matter of the statement.

(h)Writing. References to writing and written include any mode of reproducing words in a legible and non-transitory form including emails and faxes.

(i)Language. This Agreement is drawn up in the English language.

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SECTION 2
SALE AND PURCHASE OF THE SALE SHARES

2.1.Sale Shares. Upon the terms and subject to the conditions of this Agreement, the Investors, jointly and severally, agree to purchase, and the Sellers, jointly and severally, agree to sell to the Investors, the Sale Shares, for a total purchase price of US$3,500,000.00 (United States Dollars three million and five hundred thousand) (the “Consideration”).

2.2.Consideration. The Investors shall pay the Consideration to the respective accounts of the Sellers set forth on Schedule 4 in accordance with the payment schedule set out in the following and, further, Part A of Schedule 5:

(a)10% of the Consideration ($350,000.00) immediately upon the execution of this Agreement (the “First Payment”) in aggregate, paid pro rata to each Seller based on its Ownership Percentage, by each of Primary Investor and Co-Investor based on its Sale Percentage;

(b)20% of the Consideration ($700,000.00) at the end of 90 calendar days after the execution of this Agreement (subject to the Cure Period (defined below)) (the “Second Payment”) in aggregate, paid pro rata to each Seller based on its Ownership Percentage, by each of Primary Investor and Co-Investor based on its Sale Percentage;

(c)70% of the Consideration ($2,450,000.00) at the end of 180 calendar days after the First Payment (subject to the Cure Period (defined below)) (the “Third Payment”; together with the Second Payment and the First Payment, each an “Installment Payment”) in aggregate, paid pro rata to each Seller based on its Ownership Percentage, by each of Primary Investor and Co-Investor based on its Sale Percentage; and

(d)If the Second Payment or the Third Payment falls due on a day that is not a Business Day, the payment shall be made on the immediately preceding Business Day.

2.3.Defaults in Payments; First and Second Completion.

(a)If the Investors fail to make the First Payment in accordance with the payment schedule set forth in Section 2.2 and Part A of Schedule 5, the Sellers shall have the right to terminate this Agreement with immediate effect by written notice to the Investors.

(b)The Investors are entitled to an aggregate of up to 90 calendar days (the “Cure Period”) to cure defaults in making the Second Payment and the Third Payment.

(c)If the Investors make the First Payment but fail to make the Second Payment in accordance with the payment schedule set forth in Section 2.2 and Part A of Schedule 5, after giving effect to the Cure Period, (i) the Sellers shall have the right to terminate this Agreement with immediate effect by written notice to the Investors; (ii) the Investors shall forfeit the First Payment made to the Sellers without any further obligation to the Sellers; and (iii) the Sellers shall owe no further obligation to the Investors, including delivery of any Sale Shares.

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(d)If the Investors make the First Payment and the Second Payment to the Sellers in accordance with the payment schedule set forth in Section 2.2 and Part A of Schedule 5, after giving effect to the Cure Period, as applicable, the completion of the sale and purchase of 328,044 Sale Shares (the number of Sale Shares to be sold by each Seller and purchased by each Investor is set forth in Part B of Schedule 5) (the “First Completion”) shall occur subject to and in accordance with the provision of Sections 3 and 4, following which:

(i)if the Investors fail to make the Third Payment in accordance with the payment schedule set forth in Section 2.2 and Part A of Schedule 5, after giving effect to the Cure Period, as applicable, the Sellers shall have the right to terminate this Agreement with immediate effect by written notice to the Investors without any further obligation to the Investors and the Investors shall forfeit the Second Payment made to the Sellers without any further obligation to the Sellers; or

(ii)if the Investors make the Third Payment in accordance with the payment schedule set forth in Section 2.2 and Part A of Schedule 5, after giving effect to the Cure Period, as applicable, the completion of the sale and purchase of the remaining 2,952,403 Sale Shares (the number of Sale Shares to be sold by each Seller and purchased by each Investor is set forth in Part B of Schedule 5) (the “Second Completion”) shall occur subject to and in accordance with the provision of Sections 3 and 4.

(e)The Parties acknowledge and agree (having taken independent legal advice) that the forfeiture by the Investors of the First and/or the Second Payment pursuant to the provisions of this Section 2.3 is reasonable and necessary for the protection of the legitimate interests of the Sellers and is intended to provide a fair and reasonable compensation to the Sellers for the actual losses that they are expected to suffer from the non-occurrence of the First Completion and/or the Second Completion and is not punitive or excessive.

SECTION 3
CONDITIONS PRECEDENT TO EACH COMPLETION

3.1.Conditions Precedent to Obligations of the Investors at Completion. The obligation of the Investors to complete the purchase of the relevant Sale Shares at each Completion is subject to the fulfillment, prior to or simultaneously with such Completion, of the following conditions, any one or more of which may be waived in writing by the Investors (other than those set out in Section 3.1(d) below):

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(a)the Sellers Warranties remaining true and correct in all material respects on the relevant Completion Date, provided, however, that to the extent any portion of any Sellers Warranty is already qualified as to materiality, such portion of such Sellers Warranty as so qualified shall remain true and correct in all respect;

(b)each Seller having performed and complied in all material respects with all of their respective agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before the relevant Completion;

(c)each Seller having duly attended to and carried out all corporate procedures that are required under the laws of its place of incorporation or establishment to effect its execution, delivery and performance of this Agreement and the transactions contemplated thereby, and having provided a copy of the resolutions (and all attachments thereto) to the Investors (each certified by a duly authorized director to be a true, complete and correct copy), each to the extent required by applicable law and the Charter Documents of such Seller, of the sale of the relevant Sale Shares owned by such Seller to the Investors; and

(d)there being no Governmental Authority or other Person that has:

(i)instituted or threatened any legal, arbitral or administrative proceedings or written inquiry against the Sellers to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or requested any information in connection with the possible institution of any such proceedings or inquiry; or

(ii)enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay the implementation of the transactions contemplated hereby; and

(e)the Agreement having been executed by each party thereto other than the Investors and delivered to the Investors.

3.2.Conditions Precedent to Obligations of Sellers at Completion. With respect to the Investors, the Sellers’ respective obligations to complete the sale of the relevant Sale Shares at each Completion is subject to the fulfillment, prior to or simultaneously with the relevant Completion, of the following conditions, any one or more of which may be waived by the Sellers (other than those set out in Section 3.2(e) and (f) below):

(a)the Investors shall have paid the relevant Installment Payment portion of the Consideration in respect of the Sale Shares to be delivered at such Completion in compliance with Sections 2.2, 2.3 and Schedule 5, by wire transfer of immediately available funds to the accounts of the Sellers set forth on Schedule 4.

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(b)the Investors Warranties remaining true and correct in all material respects on the Completion Date, provided, however, that to the extent any portion of any Investors Warranty is already qualified as to materiality, such portion of such Investors Warranty as so qualified shall remain true and correct in all respect;

(c)the Investors having performed and complied in all material respects with all of their agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before Completion;

(d)the Investors having duly attended to and carried out all corporate procedures that are required under the laws of their place of incorporation or establishment to effect its execution, delivery and performance of the transactions contemplated hereby;

(e)all consents and approvals of, notices to and filings or registrations with any Governmental Authority or any other Person required on the part of the Investors to consummate the transactions contemplated under this Agreement (to the extent that such transactions are to be completed on or prior to the Completion Date), having been obtained or made and copies thereof having been provided to the Sellers (each certified by a duly authorized director or officer to be true, complete and correct copies thereof as of the Completion Date);

(f)there being no Governmental Authority or other Person that has:

(i)instituted any legal, arbitral or administrative proceedings or written inquiry against the Investors to restrain, prohibit, delay or otherwise challenge the transaction contemplated hereby or requested any information in connection with the possible institution of any such proceedings or inquiry; or

(ii)enacted any statute, regulation or policy which would prohibit, materially restrict, impact or delay the implementation of the transactions contemplated hereby;

(g)this Agreement having been duly executed by the Investors and delivered to the Sellers;

(h)each Investor having provided a certificate of incumbency and authority in the customary form; and

(i)the Investors having delivered to the Sellers (i) a certificate, dated the Completion Date and signed by an authorized signatory of each Investor, certifying that the conditions set forth in paragraphs (a) through (g) of this Section 3.2 have been satisfied.

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SECTION 4
COMPLETION ACTIONS

4.1.Time and Place of Completion. Each Completion shall take place remotely by the exchange of electronic mail and/or facsimile on or before the 5th Business Day after all the conditions precedent set forth in Sections 3.1 and 3.2 (other than those conditions precedent that by their nature cannot be fulfilled until Completion but subject to fulfilment at Completion) are satisfied or waived in writing, or at such other time and place or in other manners as the Parties may agree.

4.2.Actions at Completion. At each Completion, each Seller shall deliver to the Investors:

(a)in respect of Share Shares in the form of Shares, share certificates in its name evidencing ownership of the relevant Sale Shares to be delivered at such Completion (or, in the event that any of these share certificates are missing, an affidavit in customary form with market standard indemnity bond) free and clear of Encumbrances;

(b)in respect of Share Shares represented by ADSs, a copy of written instruction to its custodian bank to transfer the ADSs representing the relevant Sale Shares to the relevant Investor (whose account details to be notified in writing to the Sellers at least three Business Days prior to the relevant Completion); and

(c)a receipt for the relevant Installment Payment(s) related to such Sale Shares so delivered at the relevant Completion (subject to the receipt of the same).

SECTION 5
OBLIGATIONS OF THE SELLERS BETWEEN EXECUTION AND COMPLETION

5.1.Notices of Breaches. From the date hereof until the Second Completion (unless this Agreement is terminated earlier), except as contemplated hereunder, each Seller shall, to the best of its knowledge, give the Investors prompt notice of any event, condition or circumstance occurring that would constitute (or with the taking of action or passage of time would so constitute) a breach of any of its obligations hereunder.

5.2.Restrictions on Actions between Execution and Completion. From the date hereof until the Second Completion (unless this Agreement is terminated earlier), other than as set forth or contemplated in this Agreement, neither Seller shall, without the prior written consent of the Investors:

(a)offer, pledge, issue, sell, contract to sell, lend, or otherwise transfer or dispose of, directly or indirectly, any Sale Shares owned by such Seller;

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(b)cause any Encumbrance to exist with respect to the Sale Shares owned by such Seller;

(c)enter into any reorganization, consolidation, merger, joint venture or partnership that would materially and adversely affect its ability to perform its respective obligations hereunder;

(d)make any alteration or amendment to such Seller’s Charter Documents that would materially and adversely affect its ability to perform its respective obligations hereunder; or

(e)commence any bankruptcy or insolvency related proceeding.

SECTION 6
REPRESENTATIONS AND WARRANTIES

6.1.Sellers Warranties. Each Seller represents and warrants to the Investors in the terms of the warranties set forth in Schedule 2 (such warranties, the “Sellers Warranties”) and acknowledges that the Investors in entering into this Agreement are relying on the Sellers Warranties.

6.2.Investors Warranties. Each Investor represents and warrants to the Sellers in the terms of the warranties set forth in Schedule 3 (such warranties, the “Investors Warranties”) and acknowledges that the Sellers in entering into this Agreement are relying on the Investors Warranties.

6.3.Bring-Down to Completion. The Sellers Warranties and the Investors Warranties shall be deemed to be repeated as at each Completion (for the avoidance of doubt, whenever the Sale Shares are concerned, in respect of the relevant portion to be delivered at the relevant Completion only) as if they were made on and as of the relevant Completion and all references therein to the date of this Agreement were references to the date of such Completion.

6.4.Survival. The Sellers Warranties and the Investors Warranties shall survive Completion until the first anniversary of the First Completion (to the extent that they are deemed to be repeated as at the First Completion) or the Second Completion (to the extent that they are deemed to be repeated as at the Second Completion).

SECTION 7
CONFIDENTIALITY; RESTRICTION ON ANNOUNCEMENTS

7.1.General Obligation. Each Party undertakes to the other Party that it shall not reveal, and that it shall use its commercially reasonable efforts to procure that its respective directors, equity interest holders, officers, employees, agents, counsel and advisors who are in receipt of any Confidential Information (collectively, “Representatives”) do not reveal, to any third party any Confidential Information without the prior written consent of the concerned Party. The term “Confidential Information” as used in this Section 7 means: (a) any non-public information concerning the organization, structure, business or financial results or condition of any Party; (b) the terms of this Agreement, and the identities of the Parties and their respective Affiliates; and (c) any other information or material prepared by a Party or its Representatives that contains or otherwise reflects, or is generated from, Confidential Information.

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7.2.Exceptions. The provisions of Section 7.1 shall not apply to:

(a)disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;

(b)disclosure by a Party to a Representative or an Affiliate if such Representative or Affiliate (i) is under a similar obligation of confidentiality or (ii) is otherwise under a binding professional obligation of confidentiality; or

(c)disclosure, after giving prior notice to the other Parties to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange having jurisdiction over a Party or its parent company (including NYSE American) or by applicable laws or governmental regulations or judicial or regulatory process or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement; provided that no prior notice to any Party shall be required to be given under this Section 7.2(c) with respect to any dispute arising out of or relating to this Agreement.

7.3.Publicity. Except as required by law, by any Governmental Authority (including any relevant stock exchange having jurisdiction over a Party or its parent company, including NYSE American) or otherwise agreed by all the Parties, no publicity release or public announcement concerning the relationship or involvement of the Parties shall be made by any Party; provided that any such publicity release or public announcement shall be reviewed and agreed by the Parties hereto prior to its release.

SECTION 8
COVENANTS

8.1.Commercially Reasonable Efforts.  Each Party shall use its commercially reasonable efforts to timely satisfy each of the covenants and conditions to Completion to be satisfied by it as provided in this Agreement.

8.2.Right Not to Take Action. Notwithstanding any other provision of this Agreement, neither Party shall be obligated to take any action or omit to take any action under this Agreement that it believes, in good faith based on the written advice of its counsel, would cause it to be in violation of any applicable law.

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SECTION 9
TAXES, DUTIES, FEES AND EXPENSES

9.1.Taxes, Duties, Fees and Expenses. Except as expressly set forth in this Agreement to the contrary, each of the Parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such Party) and Taxes incurred in connection with or arising from this Agreement and the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated. Notwithstanding the foregoing, the Sellers shall pay all stamp taxes and/or other transfer taxes and duties of a similar nature levied in connection with the delivery of any Sale Shares (if any).

SECTION 10
INDEMNIFICATION

10.1.General Indemnity.

(a)Each Party (with the Sellers and the Investors each being treated, jointly and severally, as a single Party hereto) (the “Indemnifying Party”) shall (to the fullest extent permitted by applicable laws) indemnify, defend and hold harmless the other Party and its Affiliates, its or its Affiliates’ officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all losses, damages, liabilities, claims, proceedings, Taxes, costs and expenses actually suffered or incurred by any such Indemnified Party (including the fees, disbursements and other charges of counsel reasonably incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party, in connection with any breach as set forth below) (collectively, “Losses”) resulting from or arising out of any material breach by the Indemnifying Party of any warranty or any other covenant or agreement in this Agreement, except any Loss resulted from the gross negligence or willful misconduct of any Indemnified Party. The aggregate liability of the Indemnifying Party under this Section 10.1 shall not exceed an amount equal to the portion of the Consideration that is actually paid to the Sellers.

(b)In the event that any Indemnified Party wishes to make a claim for indemnification pursuant to this Section 10.1, it shall give written notice of such claim to the Indemnifying Party, accompanied by appropriate documents and invoices containing reasonable detail of the claim and evidence of the Losses, provided that, in any case:

(i)no claim for indemnification may be made for any breach of, or inaccuracy in, any of the Sellers Warranties or the Investors Warranties, as applicable, after the expiration of the applicable survival period set out in Section 6.4; and

(ii)no claim for indemnification may be made for any breach of any covenant or agreement under this Agreement (other than the Sellers Warranties and the Investors Warranties) after the first anniversary of the Second Completion or the First Completion (if the Second Completion does not occur).

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SECTION 11
TERMINATION

11.1.Effective Date; Termination. This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Section 11.2.

11.2.Events of Termination. This Agreement may be terminated prior to or following any Completion as follows:

(a)Upon a default in payment by either Investor, the Sellers shall have the right, jointly but not severally, to terminate this Agreement pursuant to the provisions of Section 2.3;

(b)if either Seller has breached any Sellers Warranty or any other material covenant or agreement of the Sellers contained in this Agreement such that the conditions set out in Section 3.1(a) and/or (b) would not be satisfied, which breach cannot be cured or, if it is capable of being cured, is not cured within thirty (30) days after the Sellers being notified in writing of the same, the Investors shall have the right, jointly but not severally, to terminate this Agreement;

(c)if either Investor has breached any Investors Warranties or any other material covenant or agreement of the Investors contained in this Agreement such that the conditions set out in Section 3.2(a) and/or (b) would not be satisfied, which breach cannot be cured or, if capable of being cured, is not cured within thirty (30) days after the Investors being notified in writing of the same, the Sellers shall have the right, jointly but not severally, to terminate this Agreement; or

(d)at any time on or prior to the Second Completion, by mutual written consent of the Parties;

provided, that any right to terminate this Agreement pursuant to this Section 11.2 shall not be available to any Party in breach of any of its obligations hereunder.

11.3.Effect of Termination; Survival. If this Agreement is terminated in accordance with Section 11.2, it shall become void and of no further force and effect, and no Party shall subsequently have any rights or obligations under this Agreement save in respect of the provisions of Section 7 (Confidentiality; Restriction on Announcements), Section 9 (Taxes, Duties, Fees and Expenses), Section 10 (Indemnification), this Section 11.3 (Survival), Section 14 (Governing Law and Jurisdiction) and those provisions expressly stated to survive the termination of this Agreement; For the avoidance of doubt, all rights and liabilities of the Parties which have accrued before such termination shall continue to exist, such as, in the event of a termination pursuant to Section 11.2(a), the Sellers shall be entitled to retain that portion of the Consideration previously received without any further obligation to the Investors, including in respect of the delivery of any Sale Shares.

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SECTION 12
NOTICES

12.1.Notices. Each notice, demand or other communication given or made under this Agreement shall be in writing in English and delivered or sent to the relevant Party at its address or fax number or e-mail address as set out below (or such other address or fax number or e-mail address as the addressee has by five (5) Business Days’ prior written notice specified to the other Parties). Any notice, demand or other communication given or made by letter between countries shall be delivered by international commercial overnight delivery service or courier (such as Federal Express or DHL). Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered, (a) if delivered in person or by messenger, when proof of delivery is obtained by the delivering party; (b) if sent by post within the same country, on the fifth (5th) Business Day following posting, and if sent by post to another country, on the seventh (7th) Business Day following posting; (c) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch; and (d) the day of sending, if sent by e-mail prior to 5:00 p.m. (local time of the recipient) on any Business Day or the next succeeding Business Day if sent by e-mail after 5:00 p.m. (local time of the recipient) on any Business Day or on any day other than a Business Day, in each case provided that confirmation of receipt is requested and received.

12.2.Addresses and Fax Numbers. The initial address and facsimile for each Party for the purposes of this Agreement are:

if to the Investors:	with a copy to:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands	Loeb & Loeb LLP 21st Floor CCB Tower 3 Connaught Road, Central, Hong Kong Facsimile: +852 3923 1100 E-mail: lvenick@loeb.com Attention: Lawrence Venick
if to the Fund Seller:	with a copy to:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands	Baring Private Equity Asia Suite 3801, Two International Finance Centre, Central, Hong Kong Facsimile: +852 2843 9300 E-mail: patrickcordes@bpeasia.com Attention: Patrick Cordes
if to the Campus Seller:	with a copy to:
Columbus Centre, 2nd Floor, Suite 210, Road Town, Tortola, British Virgin Islands	Baring Private Equity Asia Suite 3801, Two International Finance Centre, Central, Hong Kong Facsimile: +852 2843 9300 E-mail: patrickcordes@bpeasia.com Attention: Patrick Cordes

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SECTION 13
MISCELLANEOUS

13.1.No Partnership. The Parties expressly do not intend to form a partnership, either general or limited, under any jurisdiction’s partnership law. The Parties do not intend to be partners to each other, partners as to any third party, or create any fiduciary relationship among themselves, solely by virtue of transactions contemplated hereby or either Investor’s status as holder of the Sale Shares. The Sellers further acknowledge that neither Investor is acting as a financial advisor or fiduciary of the Company or either Seller (or in any similar capacity) with respect to the transactions contemplated by this Agreement, and neither Seller has received any advice given by either Investor or any of their respective representatives or agents in connection with the transactions contemplated hereby except for the Investors Warranties set forth in Schedule 3 hereto.

13.2.Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties.

13.3.Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

13.4.Entire Agreement. This Agreement constitutes the whole agreement among the Parties relating to the subject matter hereof and supersedes any prior agreements or understandings relating to such subject matter.

13.5.Severability. Each and every obligation under this Agreement shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part. To the extent that any provision or provisions of this Agreement are unenforceable they shall be deemed to be deleted from this Agreement, and any such deletion shall not affect the enforceability of such provisions of this Agreement as remain not so deleted.

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13.6.Counterparts. This Agreement may be executed in one or more counterparts including counterparts transmitted by telecopier or facsimile, each of which shall be deemed an original, but all of which signed and taken together, shall constitute one document.

13.7.Transfer; Assignment. The Sellers shall not assign this Agreement or any of its rights or duties hereunder to any Person. Either Investor may assign this Agreement or any of its rights or obligations hereunder to any of its wholly owned subsidiaries; subject to compliance with applicable securities laws, and provided that such Investor undertakes to promptly notify the Sellers in writing of any such assignment and that such Investor shall remain liable for any of its obligations hereunder.

13.8.Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

13.9.Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Party shall be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by the non-defaulting Party by reason of any breach of obligations contained in this Agreement by them and agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would otherwise be adequate.

13.10.Compliance with Laws. Each Party undertakes to comply with applicable disclosure requirements under applicable securities laws and rules of the stock exchanges having jurisdiction over such Party in connection with the execution and performance of this Agreement and the transactions contemplated hereby.

SECTION 14
GOVERNING LAW AND JURISDICTION

14.1.Governing Law. This Agreement, the rights of the Parties hereunder and all disputes arising in whole or in part under or in connection herewith, will be governed by and construed and enforced in accordance with the domestic substantive laws of Hong Kong, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

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14.2.Dispute Resolution.

(a)Any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (the “Dispute”), shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (the “Rules”) in force when the Notice of Arbitration is submitted in accordance with these Rules.  The seat of arbitration shall be Hong Kong.  The number of arbitrators shall be three, of whom one arbitrator shall be designated by the claimant(s) to the Dispute, one arbitrator shall be designated by the respondent(s) to the Dispute, and the two arbitrators so designated shall, within thirty (30) days of their appointment, designate the third arbitrator, which third arbitrator shall act as the presiding arbitrator.  Should either party fail to designate an arbitrator, or should the two designated arbitrators fail to designate the third arbitrator within thirty (30) days of their appointment, such arbitrator shall be appointed by the HKIAC in accordance with the Rules.  The language to be used in the arbitral proceedings shall be English.

(b)This clause shall not preclude Parties from seeking injunctive relief and/ or interim or provisional remedies from a court of competent jurisdiction in aid of arbitration, or pending the establishment of the arbitral tribunal or the arbitral tribunal’s determination of the Dispute.

(c)The Parties agree that any award rendered by the arbitral tribunal may be enforced in any court of competent jurisdiction.  The Parties undertake to carry out any award of the arbitral tribunal without delay, and waive their rights to refer any question of law and any rights of appeal on the law or the merits to a court of law or other judicial authority.  No party shall challenge or resist enforcement action taken by another party in whose favor any award is made by the arbitral tribunal.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

ORIENTAL EMINENT VENTURES LIMITED

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

INFINITE VICTORY VENTURES LIMITED

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

CAMPUS HOLDINGS LIMITED
By:
Name:	Tariq Syed Usman
Title:	Alternate Director to Caroline Baker

Signature Page to Share Purchase Agreement

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

BARING PRIVATE EQUITY ASIA V HOLDING (4) LIMITED
By:
Name:	Tariq Syed Usman
Title:	Alternate Director to Caroline Baker

Signature Page to Share Purchase Agreement

SCHEDULE 1

PARTICULARS OF THE COMPANY

Company

Registered Company Name:	Ambow Education Holding Ltd.
Registered Address:	Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands
Date of Incorporation:	June 26, 2007
Company Number:	189774
Place of Incorporation:	Cayman Islands

SCHEDULE 1-1

SCHEDULE 2

SELLERS WARRANTIES

Each Seller hereby makes, as to itself, as of the date hereof and as of each Completion (for the avoidance of doubt, whenever the Sale Shares are concerned, in respect of the relevant portion to be delivered at the relevant Completion only), the following representations and warranties to the Investors, each of which shall survive each Completion in accordance with Section 6.4:

1)Such Seller has the corporate power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. All consents, orders, approvals and other authorizations, whether governmental, corporate or otherwise, necessary for such execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby have been obtained and are in full force and effect.

2)This Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against such Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

3)The execution and delivery of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated hereby does not and will not constitute or result in a breach, violation, or default in any material respect under (i) any agreement or instrument, whether written or oral, express or implied, to which Seller is a party, (ii) such Seller’s Charter Documents, or (iii) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of such Seller.

4)Such Seller is the sole legal and beneficial owner of and has good and valid title to the Sale Shares to be sold by it, and, subject to the necessary actions to be taken by the Company or its agents or depositaries, upon delivery to the Investors of the Sale Shares to be sold by it, against payment previously made pursuant to this Agreement, good and valid title to such Sale Shares, free and clear of any Encumbrance, will pass to the relevant Investor.

5)Such Seller is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act (the “Securities Act”).  At the time this Agreement was entered into, such Seller was outside the United States.  Such Seller is selling the Sale Shares solely for the Seller’s own account and not for the account or benefit of any U.S. person.

SCHEDULE 2-1

6)Such Seller is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated by this Agreement.  Such Seller further represents that it has evaluated all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.  In evaluating the suitability of the transactions contemplated herein, such Seller has not relied upon any representations or information whether oral or written made by or on behalf of Investors other than the warranties of the Investors expressly set forth in this Agreement.  Such Seller acknowledges that (i) either Investor or their respective Affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell the Sale Shares (“Seller Excluded Information”), (ii) such Seller has determined to sell the Sale Shares notwithstanding its lack of knowledge of any Seller Excluded Information and (iii) none of Investors or their respective Affiliates or agents shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against Investors and their respective Affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Sale Shares and the transactions contemplated by this Agreement.  Such Seller understands that Investors and their respective Affiliates and agents will rely on the accuracy and truth of the foregoing representations, and such Seller hereby consents to such reliance.

SCHEDULE 2-2

SCHEDULE 3

INVESTORS WARRANTIES

Each Investor hereby makes, as of the date hereof and as of each Completion, the following representations and warranties to the Sellers, each of which shall survive each Completion in accordance with Section 6.4:

1)Such Investor has the corporate power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. All consents, orders, approvals and other authorizations, whether governmental, corporate or otherwise, necessary for such execution, delivery and performance by such Investor of this Agreement and the transactions contemplated hereby have been obtained and are in full force and effect.

2)This Agreement has been duly executed and delivered by such Investor and constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

3)The execution and delivery of this Agreement by such Investor and the consummation by such Investor of the transactions contemplated hereby does not and will not constitute or result in a breach, violation, or default in any material respect under (i) any agreement or instrument, whether written or oral, express or implied, to which such Investor is a party, (ii) such Investor’s Charter Documents, or (iii) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of such Investor.

4)Such Investor is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act (the “Securities Act”).  At the time this Agreement was entered into, such Investor was outside the United States.  Such Investor is purchasing the Sale Shares solely for the account of non-U.S. persons.

5)The financial capacity and cash resources that such Investor has (and when each Installment Payment falls due will have) to meet its obligations under this Agreement are not derived from or related to any activities violating applicable anti-money laundering, anti-bribery, sanctions or similar laws.

SCHEDULE 3-1

6)Such Investor is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated by this Agreement.  Such Investor further represents that it has evaluated all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.  In evaluating the suitability of the transactions contemplated herein, such Investor has not relied upon any representations or information whether oral or written made by or on behalf of the Sellers other than the warranties of the Sellers expressly set forth in this Agreement. Such Investor acknowledges that (i) each Seller or its Affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to such Investor and that may be material to a decision to purchase the Sale Shares (“Investor Excluded Information”), (ii) such Investor has determined to purchase the Sale Shares notwithstanding its lack of knowledge of any Investor Excluded Information and (iii) none of the Sellers or their respective Affiliates or agents shall have any liability to such Investor, and such Investor waives and releases any claims that it might have against the Sellers or their respective Affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Investor Excluded Information in connection with the purchase of the Sale Shares and the transactions contemplated by this Agreement. Such Investor understands that Sellers and their respective Affiliates and agents will rely on the accuracy and truth of the foregoing representations, and such Investor hereby consents to such reliance.

SCHEDULE 3-2

SCHEDULE 4

SELLER ACCOUNTS

Campus Seller

Beneficiary Bank:	Deutsche Bank AG, Singapore
SWIFT Code:	DEUTSGSG
Beneficiary Details:	Campus Holdings Limited - Account 1
A/C No:	6026009
Attention:	Fanny Yam / Frederick Fong
Correspondent Bank:	Deutsche Bank Trust Company Americas, New York, 111 Wall Street, New York 10043 USA
Chips:	UID 061968
ABA number:	021001033
SWIFT Code:	BKTRUS33
A/C no.	04-411-229
A/C Name:	Deutsche Bank AG, Singapore

Fund Seller

Beneficiary Bank:	Deutsche Bank AG, Singapore
SWIFT Code:	DEUTSGSG
Beneficiary Details:	Baring Private Equity Asia V Holding (4) Limited
A/C No:	6030795
Attention:	Fanny Yam / Frederick Fong
Correspondent Bank:	Deutsche Bank Trust Company Americas, New York, 111 Wall Street, New York 10043 USA
Chips:	UID 061968
ABA number:	021001033
SWIFT Code:	BKTRUS33
A/C no.	04-411-229
A/C Name:	Deutsche Bank AG, Singapore

SCHEDULE 4-1

SCHEDULE 5

PART A : PAYMENT SCHEDULE

First Payment (US$)

Consideration to be paid/received	Primary Investor	Co-Investor	Total
Fund Seller	169,136.03	138,384.03	307,520.06
Campus Seller	23,363.97	19,115.97	42,479.94
Total	192,500.00	157,500.00	350,000.00

Second Payment (US$)

Consideration to be paid/received	Primary Investor	Co-Investor	Total
Fund Seller	338,272.06	276,768.05	615,040.11
Campus Seller	46,727.94	38,231.95	84,959.89
Total	385,000.00	315,000.00	700,000.00

Third Payment (US$)

Consideration to be paid/received	Primary Investor	Co-Investor	Total
Fund Seller	1,183,952.22	968,688.18	2,152,640.40
Campus Seller	163,547.78	133,811.82	297,359.60
Total	1,347,500.00	1,102,500.00	2,450,000.00

SCHEDULE 5-1

PART B : COMPLETION SCHEDULE

First Completion

Number of Sale Shares to be sold/purchased	Primary Investor	ADS/ORD	Cert/Acct	Indemnity Y/N?	Co-Investor	ADS/ORD	Cert/Acct	Indemnity Y/N?	Total
Fund Seller	158,526	79,263 ADSs	Acct	N	129,702	64,851 ADSs	Acct	N	288,228
Campus Seller	21,898	10,949 ADSs	Acct	N	17,918	8,959 ADSs	Acct	N	39,816
Total	180,424	90,212 ADSs			147,620	73,810 ADSs			328,044

Second Completion

Number of Sale Shares to be sold/purchased	Primary Investor	ADS/ORD	Cert/Acct	Indemnity Y/N?	Co-Investor	ADS/ORD	Cert/Acct	Indemnity Y/N?	Total
Fund Seller	1,426,737	713,368 ADSs	Acct	N	1,167,330	583,665 ADSs	Acct	N	2,594,067
		1 ORD	Cert RSOA071
Campus Seller	197,084	68,239 ADSs	Acct	N	161,252	80,626 ADSs	Acct	N	358,336
		60,606 ORD	Cert RSOA038
Total	1,623,821	781,607 ADSs and 60,607 ORD			1,328,582	664,291 ADSs			2,952,403

SCHEDULE 5-2

EX-7.12

Exhibit 7.12

Strictly Confidential Execution Version

SETTLEMENT AGREEMENT

among

CAMPUS HOLDINGS LIMITED

and

DR. JIN HUANG

and

SPIN-RICH LTD.

and

THE BARING ASIA PRIVATE EQUITY FUND V, L.P.

DATED SEPTEMBER 6, 2019

THIS SETTLEMENT AGREEMENT (this “Agreement”) is made on September 6, 2019

AMONG:

(1)Campus Holdings Limited, a British Virgin Islands company limited by shares with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (“Campus”),

(2)Dr. Jin Huang, a United States national holding the passport 561464094, being the sole shareholder of Spin-Rich (defined below) as at the date hereof,

(3)Spin-Rich Ltd., a company incorporated under the laws of the British Virgin Islands with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Spin-Rich”), and

(4)The Baring Asia Private Equity Fund V, L.P., an exempted limited partnership incorporated under the laws of the Cayman Islands with its registered office at Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(each a “Party” and together the “Parties”)

WHEREAS, reference is made to that certain:

(1)participation agreement, dated as of October 26, 2011 (the “Participation Agreement”), by and among the Parties;

(2)escrow agreement, dated as of April 20, 2012 (the “Escrow Agreement”) by and among Spin-Rich, Campus and Deutsche Bank AG, Private Wealth Management (acting as the Escrow Agent thereunder);

(3)share charge, dated as of October 26, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Share Charge”), made by Spin-Rich in favour of Campus;

(4)investor share charge, dated as of October 26, 2011 (the “Investor Share Charge”), made by Campus in favour of Spin-Rich;

(5)custodial instruction letter, dated as of May 17, 2012 (the “Custody Account Instruction Letter”) delivered by Spin-Rich and Campus to Orangefield Trust (Singapore) Pte. Ltd. (acting as the Custodian thereunder); and

(6)share purchase agreement, dated on or about the date hereof (the “SPA”), by and among Campus, Baring Private Equity Asia V Holding (4) Limited, Oriental Eminent Ventures Limited and Infinite Victory Ventures Limited.

(the agreements set forth in items (1) through (5) above, collectively, the “Previous Transaction Documents”, and each, a “Previous Transaction Document”)

WHEREAS, pursuant to the Participation Agreement, Spin-Rich shall pay Campus an Investor Shortfall Amount (the “Owed Investor Shortfall Amount”).

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WHEREAS, in connection with the execution of the SPA and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.INTERPRETATION

1.1Definitions.  In this Agreement, unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Participation Agreement.

1.2Reference to Previous Transaction Documents.  Reference in this Agreement to each Previous Transaction Document shall include all ancillary agreements, exhibits, schedules and annexes thereto, as may be modified or amended from time to time.

2.TERMINATION; WAIVER

2.1Payment of Owed Investor Shortfall Amount.  Dr. Jin Huang (either by herself or through Spin-Rich) shall, upon the Second Completion (as defined in the SPA), pay Campus in cash an amount of USD90,242 in satisfaction of the Owed Investor Shortfall Amount, to a bank account designated by Campus in writing. Conditional upon and as soon as practicable following the full payment of the Owed Investor Shortfall Amount to Campus, the following shall take effect:

(a)the termination of the Share Charge; and

(b)the release of the security constituted by the Share Charge over the Charged Property and the release to Spin-Rich of any title documents relating to the Charged Shares delivered pursuant to the Share Charge.

2.2Share Charge. Spin-Rich shall as soon as reasonably practicable after the date of this Agreement (and in any event, within 5 Business Days of the date of this Agreement) amend and restate the Share Charge to secure the Owed Investor Shortfall Amount in favour of Campus and deliver an executed copy of an amendment and restatement agreement amending and restating the Share Charge and further, Spin-Rich shall take any and all such action reasonably requested by Campus in connection with the creation, perfection and preservation of any security constituted by the amended and restated Share Charge (including making all filings and registrations).

2.3Termination. Without prejudice to clause 2.1 hereof, on the date hereof, the Participation Agreement shall be terminated, and the following shall take effect:

(a)the termination of the Investor Share Charge and the release of the security constituted by the Investor Share Charge over the Investor Charged Property and the release to Campus of any title documents relating to the Investor Charged Shares delivered pursuant to the Investor Share Charge and the Instruction Letter; and

(b)the termination of the Escrow Agreement and the release of all of the Escrow Shares (as defined in the Escrow Agreement).

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2.4Full Release and Unconditional Waiver of Claims.  Upon entry into of the SPA concurrently herewith and in any event without prejudice to clause 2.1 hereof (and rights, claims and remedies of Campus and its affiliates, successors, assigns, officers, directors, employees, agents, representatives and advisors in connection therewith or arising therefrom), each of Campus and Spin-Rich irrevocably, unconditionally and permanently mutually releases the other Party and its affiliates, successors, assigns, officers, directors, employees, agents, representatives and advisors (collectively, the “Released Persons”) from any and all claims, demands, causes of action, obligations, controversies, debts, losses, damages, expenses and liabilities, past or present, at law or in equity, known or unknown, contingent or vested, that it had or presently has or claims or asserts to have, or that hereafter could exist, against any of the Released Persons, in each case arising from or in relation to any of the Previous Transaction Documents, including, without limitation, in respect of any Investor Shortfall Amount in excess of the Owed Investor Shortfall Amount, any Early Payment Amount or any other amount owed to a party under any Previous Transaction Document.

2.5Further assurance.  Each Party shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the matters contemplated under this Agreement, including, without limitation, the execution and delivery of the following documents (each an “Ancillary Document” and collectively, the “Ancillary Documents”) (to the extent that it is a party thereto):

(a)on the date hereof, a release notice in respect of the Escrow Agreement in the form of Exhibit I;

(b)on the date hereof, a deed of release in respect of the Investor Share Charge in the form of Exhibit II;

(c)on the date hereof, a withdrawal request of the Investor Charged Property in respect of the Custody Account Instruction Letter in the form of Exhibit III (or such other instructions, consent and/or acknowledgment required by the Custodian in order for the Custodian to release the Investor Charged Property held by the Custodian to Campus); and

(d)upon the termination of the Share Charge pursuant to clause 2.1(a) hereof, a deed of release in respect of the Share Charge.

3.REPRESENTATIONS AND WARRANTIES

3.1Each Party represents to each other Party that:

(a)If such Party is an entity, such Party has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. All consents, orders, approvals and other authorizations, whether governmental, corporate or otherwise, necessary for such execution, delivery and performance by such Party of this Agreement and the transactions contemplated hereby have been obtained and are in full force and effect.

4

(b)This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)The execution and delivery of this Agreement by such Party and the consummation by such Party of the transactions contemplated hereby does not and will not constitute or result in a breach, violation, or default in any material respect under (i) any agreement or instrument, whether written or oral, express or implied, to which such Party is a party, (ii) if such Party is an entity, such Party’s charter or organizational documents, or (iii) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of such Party.

4.GOVERNING LAW AND JURISDICTION

4.1Governing Law.  This Agreement, the rights of the Parties hereunder and all disputes arising in whole or in part under or in connection herewith, will be governed by and construed and enforced in accordance with the domestic substantive laws of Hong Kong, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

4.2Dispute Resolution.

(a)Any dispute, controversy or claim arising out of or relating to this Agreement and/or the Ancillary Documents, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to them (the “Dispute”), shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (the “Rules”) in force when the Notice of Arbitration is submitted in accordance with these Rules.  The seat of arbitration shall be Hong Kong.  The number of arbitrators shall be three, of whom one arbitrator shall be designated by the claimant(s) to the Dispute, one arbitrator shall be designated by the respondent(s) to the Dispute, and the two arbitrators so designated shall, within thirty (30) days of their appointment, designate the third arbitrator, which third arbitrator shall act as the presiding arbitrator.  Should either party fail to designate an arbitrator, or should the two designated arbitrators fail to designate the third arbitrator within thirty (30) days of their appointment, such arbitrator shall be appointed by the HKIAC in accordance with the Rules.  The language to be used in the arbitral proceedings shall be English.

(b)This clause shall not preclude Parties from seeking injunctive relief and/or interim or provisional remedies from a court of competent jurisdiction in aid of arbitration, or pending the establishment of the arbitral tribunal or the arbitral tribunal’s determination of the Dispute.

5

(c)The Parties agree that any award rendered by the arbitral tribunal may be enforced in any court of competent jurisdiction.  The Parties undertake to carry out any award of the arbitral tribunal without delay, and waive their rights to refer any question of law and any rights of appeal on the law or the merits to a court of law or other judicial authority.  No party shall challenge or resist enforcement action taken by another party in whose favor any award is made by the arbitral tribunal.

5.GENERAL PROVISIONS

5.1Term.  This Agreement shall become effective from the date hereof.

5.2Compliance with Laws.  Each Party undertakes to comply with applicable disclosure requirements under applicable securities laws and rules of the stock exchanges having jurisdiction over such Party in connection with the execution and performance of this Agreement and the Ancillary Documents.

5.3Confidentiality.  The Parties agree that (a) all information such Party receives from any other Party in connection with the execution and performance of this Agreement and/or the Ancillary Documents and (b) any information regarding the existence, the terms of or facts related to this Agreement and/or the Ancillary Documents shall, in each case, be kept confidential and not publicly disclosed, except (i) as may be required by law, or any governmental regulatory or self-regulatory authority or examiner or stock exchange having jurisdiction over such Party, (ii) to its officers, directors, affiliates, advisors, financing sources, investors (and their investors) and service providers (as applicable and on a need-to-know basis), provided that each such officer, director, affiliate, advisor, financing source, service provider or investor (and their investors) is subject to confidentiality obligations, or (iii) is compelled in a judicial or administrative process.

5.4Assignment.  This Agreement shall be binding on and enure for the benefit of each Party and its successors in title.  No Party shall assign, or declare any trust in favour of a third party over, all or any part of the benefit of, or its rights, benefits or obligations under, this Agreement, without the consent of the other Parties.

5.5Entire Agreement.  This Agreement and the Ancillary Documents constitute the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the Parties with respect to the specific subject matter hereof.

5.6Costs and Expenses; Taxes.  Except as otherwise agreed by the Parties, each Party shall pay its own costs and expenses as well as taxes incurred in relation to or arising from the negotiation, preparation, execution and performance of this Agreement and the Ancillary Documents.

5.7No Third Party Rights.  The Parties do not intend that any term of this Agreement should be enforceable, by virtue of The Contracts (Rights of Third Parties) Ordinance (Cap 623), by any person who is not a party to this Agreement other than the Released Persons.

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5.8Amendments.  This Agreement may only be varied in writing signed by each of the Parties.

5.9Counterparts.  This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart.  Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

7

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

CAMPUS HOLDINGS LIMITED
By:
Name:	Tariq Syed Usman
Title:	Alternate Director to Caroline Baker

Signature Page to Settlement Agreement

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

The Baring Asia Private Equity Fund V, L.P.
By:
Name:	Tek Yok Hua
Title:	Director of Baring Private Equity Asia GP V Limited, acts as the General Partner of Baring Private Equity Asia GP V, L.P., which is the general partner of The Baring Asia Private Equity Fund V, L.P.

Signature Page to Settlement Agreement

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

Dr. Jin Huang

Signature Page to Settlement Agreement

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

Signature Page to Settlement Agreement

Exhibit I

Form of Release Notice in respect of the Escrow Agreement

[To be separately attached]

FORM OF RELEASE NOTICE

To:Deutsche Bank AG, Private Wealth Management

52/F, International Commerce Centre

1 Austin Road West, Kowloon

Hong Kong

Attn: Frederick Fong / Cherris Wong

Via Facsimile and Overnight Courier

_____________, 2019

Dear Sirs

Release Notice

We refer to the escrow agreement (the “Escrow Agreement”) dated April 20, 2012 executed by Spin-Rich, Campus and the Escrow Agent.

Capitalised terms used but not otherwise defined herein shall have the meanings set forth in the above mentioned Escrow Agreement.

Pursuant to Clause 4(a) of the Escrow Agreement, we hereby jointly and irrevocably instruct you as the Escrow Agent to deliver the number of Escrow Shares specified below to the following party / account within five (5) Business day from the date hereof:

The Escrow Shares totaling 168,773 American Depository Shares, bearing the indicative number(s) of a/c 6029383 Campus Holdings Limited.

To

Bank/Broker name: Deutsche Bank AG

Further credit to Account No.: 6026009

Further credit to Account Name: Campus Holdings Limited (ACC2)

Contact Person:   Frederick Fong

Contact email and number: frederick.fong@db.com, (852) 2203 7823

Upon release of such Escrow Shares, the Escrow Agreement shall terminate in accordance with Section 10 of thereof.

[Remainder of page intentionally left blank]

Yours faithfully

For and on behalf of

Spin- Rich Ltd.

Authorised Signatory

Name: Jin Huang

c.c. Campus Holdings Limited

[Signature Page to Joint Escrow Release Instructions]

Yours faithfully

For and on behalf of

Campus Holdings Limited

Authorised Signatory

Name:

c.c. Spin-Rich Ltd.

Exhibit II

Form of Release in respect of the Investor Share Charge

[To be separately attached]

DEED OF RELEASE

THIS DEED is made on ______________ 2019 by SPIN-RICH LTD., a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Co-Investor”).

WHEREAS:

(A)The Co-Investor enters into this Deed in connection with the Participation Agreement (as defined below).

(B)Pursuant to the terms of the Participation Agreement, the Investor (as defined below) has provided certain security and/or guarantee (as the case may be) in favour of the Co-Investor pursuant to the Investor Share Charge (as defined below).

(C)The Investor has requested that the Co-Investor release and discharge the guarantees and security created by or pursuant to the Investor Share Charge on the terms set out in this Deed.

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATIONS

1.1Definitions

“Investor” means Campus Holdings Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands;

“Investor Charged Property” means the “Charged Property” as defined in the Investor Share Charge;

“Investor Share Charge” means the investor share charge (charge ID 8NNT3O and KRRW3G) dated 26 October 2011 and entered into between the Investor as chargor and the Co-Investor as chargee; and

“Participation Agreement” means the participation agreement dated 26 October 2011 entered into between, among others, the Co-Investor as co-investor, Dr. Jin Huang as co-investor shareholder, the Investor as investor and The Baring Asia Private Equity Fund V, L.P. as parent (as amended, modified or supplemented from time to time).

1.2Terms defined in this Deed

Unless defined in this Deed, a term defined in the Participation Agreement has the same meaning in this Deed or any notice given under or in connection with this Deed.

1

1.3Construction

(a)Clause 2 (Rules of Construction) of Appendix A of the Participation Agreement will apply as if incorporated in this Deed or in any notice given under or in connection with this Deed, except that references to “this Agreement” will be construed as references to this Deed.

(b)It is intended that this Deed takes effect as a deed notwithstanding the fact that a party may only execute this Deed under hand.

2.RELEASE — INVESTOR SHARE CHARGE

With effect from the date of this Deed, subject to the terms and conditions set forth herein, the Co-Investor hereby, without recourse, representation or warranty:

(a)releases and discharges all of the rights, interests, benefits and title in, of and to all property, assets and undertaking of the Investor the subject of, or expressed to be the subject of any security or guarantee created by the Investor Share Charge from all security (including mortgage, charge, pledge, transfer and/or assign) and guarantee granted to it constituted under the Investor Share Charge;

(b)releases, discharges, reassigns and retransfers to the Investor all of the rights, interests, benefits and title in, of and to all property, assets and undertaking of the Investor assigned to the Co-Investor by or pursuant to the Investor Share Charge;

(c)releases and discharges the Investor from all its present and future, actual or contingent obligations, liabilities, undertakings, covenants or restrictions (whether owed jointly or severally or in any other capacity whatsoever) contained in and howsoever arising under or in connection with the Investor Share Charge (save for those that are specified in the Transaction Documents as surviving termination of such Transaction Document which shall, as so specified by their express terms, survive without prejudice and remain in full force and effect); and

(d)revokes and terminates all powers of attorney, if any, granted to it by the Investor under the Investor Share Charge.

3.DELIVERY OF DOCUMENTS

The Co-Investor shall promptly following the date of this Deed, take all necessary actions to deliver or cause to be delivered to the Investor all documents (including all certificates and other documents of title or evidence of ownership in respect of property, assets and undertaking of the Investor) under the Investor Share Charge to the persons designated by the Investor, including but not limited to the release of any title documents relating to the Investor Charged Property, as applicable, delivered to the Custody Account in accordance with the terms and conditions of the Custody Account Instruction Letters.

4.COSTS AND EXPENSES

Except as expressly provided for herein, the Co-Investor shall bear its own fees and costs in connection with the negotiation, preparation and execution of this Deed and other documents in relation to this Deed and the implementation of the arrangements contemplated in this Deed and any related documents.

2

5.FURTHER ASSURANCE

(a)The Co-Investor shall as soon as reasonably practicable after the date of this Deed, do all such acts and execute all such documents (including reassignments, retransfers, notices or releases) as the Investor may reasonably specify to give effect to and perfect the release and discharge of the security interests created by or pursuant to the Investor Share Charge or the Transaction Documents in accordance with the provisions of Clause 2 (Release — Investor Share Charge) and of any security interests granted to secure the claims of the Co-Investor under the Transaction Documents and which have not been included in the Investor Share Charge for any reason whatsoever.

(b)The Co-Investor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the release of any of the Investor Charged Property from the security interests created by or pursuant to the Investor Share Charge or the Transaction Documents.

6.MISCELLANEOUS

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

7.GOVERNING LAW AND JURISDICTION

(a)This Deed is governed by, and shall be construed in accordance with the laws of the British Virgin Islands.

(b)The courts of the British Virgin Islands have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this deed) (a “Dispute”).

(c)Nothing in this clause shall prevent the Co-Investor, any Delegate or any Receiver from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Co-Investor and any Receiver may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof this Deed has been duly executed and delivered as a deed on the date stated at the beginning of this Deed.

[The remainder of this page has been intentionally left blank.]

3

SIGNATORY TO DEED OF RELEASE

Co-Investor

Executed as a Deed	)
by Spin-Rich Ltd.	)
By	)
	)
as the authorized signatory of and on behalf of Spin-Rich Ltd. in the presence of:	)
	)
	)	(signature of authorized signatory)

Witness

Name:

Title:

Address:

Occupation:

[Signature Page to Deed of Release]

Exhibit III

Form of Withdrawal Notice in respect of the Custody Account Instruction Letter

[To be separately attached]

Withdrawal Request

To:Vistra Alternative Investments (Singapore) Pte. Ltd. (the “Custodian”)

1 Raffles Place,

#13-01 One Raffles Place,

Singapore 048616

Attention: Tariq Syed Usman

E-mail: bpea.sg@vistra.com

From:Spin-Rich Ltd. (“Spin-Rich”)

Vistra Corporate Services Centre

Wickhams Cay II, Road Town,

Tortola, VG1110, British Virgin Islands

Attention: Dr. Jin Huang

E-mail: jin.huang@ambow.com

and

Campus Holdings Limited (“Campus”)

Vistra Corporate Services Centre

Wickhams Cay II, Road Town,

Tortola, VG 1110, British Virgin Islands

with a copy to:

Baring Private Equity Asia

Suite 3801, Two International Finance Centre,

Central, Hong Kong

Facsimile: +852 2843 9300

E-mail: patrickcordes@bpeasia.com

Attention: Patrick Cordes

Date:______________, 2019

Dear Sirs,

1.Reference is made to (i) the custodial instruction letter (the “Instruction Letter”) dated as of 17 May 2012 delivered by Spin-Rich and Campus to you and (ii) the Share Charge dated October 26, 2011 between Spin-Rich and Campus pursuant to which the following original documentation was delivered to you to be held in your custody in trust for the benefit of Spin-Rich and Campus:

(a)an original share certificate number OA031 dated 29 December 2011 (“Original Share Certificate”) representing 1,818,182 Class A ordinary shares of Ambow Education Holding Ltd. issued to and registered in the name of Campus (the “Shares”);

(b)an executed but undated instrument of share transfer in respect of the Shares (the “Instrument of Transfer”); and

1

(c)an executed undertaking dated 26 October 2011 signed by an authorised signatory of Ambow Education Holding Ltd. (the “Undertaking”),

collectively, the “Custodial Property”.

2.As a result of a reverse stock spilt, a new share certificate was issued to replace the Original Share Certificate on 17 August 2015 with share certificate number RSOA038 (a “New Share Certificate”) representing 60,606 Class A ordinary shares of Ambow Education Holding Ltd. and the New Share Certificate was held in your custody in trust for the benefit of Spin-Rich and Campus.

3.Notwithstanding Clause 1 of the Instruction Letter, the undersigned hereby jointly instruct you to:

(a)acknowledge your receipt of this withdrawal request by signing the acknowledgement set out in Schedule 2 (Acknowledgement) and returning it to each of Spin-Rich and Campus at the addresses specified above; and

(b)on the date of your receipt of a copy of the executed deed of release substantially in the form set out in Schedule 1 (Form of Deed of Release) (the “Deed of Release”), release the Custodial Property by delivery of the New Share Certificate and the Instrument of Transfer to the offices of Ropes & Gray, 44th Floor, One Exchange Square, 8 Connaught Road, Hong Kong and marked for the attention of Shan Huang.

[The remainder of this page has been intentionally left blank.]

2

Schedule 1
Form of Deed of Release

3

DEED OF RELEASE

THIS DEED is made on                2019 by SPIN-RICH LTD., a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Co-Investor”).

WHEREAS:

(A)The Co-Investor enters into this Deed in connection with the Participation Agreement (as defined below).

(B)Pursuant to the terms of the Participation Agreement, the Investor (as defined below) has provided certain security and/or guarantee (as the case may be) in favour of the Co-Investor pursuant to the Investor Share Charge (as defined below).

(C)The Investor has requested that the Co-Investor release and discharge the guarantees and security created by or pursuant to the Investor Share Charge on the terms set out in this Deed.

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATIONS

1.1Definitions

“Investor” means Campus Holdings Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands;

“Investor Charged Property” means the “Charged Property” as defined in the Investor Share Charge;

“Investor Share Charge” means the investor share charge (charge ID 8NNT3O and KRRW3G) dated 26 October 2011 and entered into between the Investor as chargor and the Co-Investor as chargee; and

“Participation Agreement” means the participation agreement dated 26 October 2011 entered into between, among others, the Co-Investor as co-investor, Dr. Jin Huang as co-investor shareholder, the Investor as investor and The Baring Asia Private Equity Fund V, L.P. as parent (as amended, modified or supplemented from time to time).

1.2Terms defined in this Deed

Unless defined in this Deed, a term defined in the Participation Agreement has the same meaning in this Deed or any notice given under or in connection with this Deed.

1

1.3Construction

(a)Clause 2 (Rules of Construction) of Appendix A of the Participation Agreement will apply as if incorporated in this Deed or in any notice given under or in connection with this Deed, except that references to “this Agreement” will be construed as references to this Deed.

(b)It is intended that this Deed takes effect as a deed notwithstanding the fact that a party may only execute this Deed under hand.

2.RELEASE — INVESTOR SHARE CHARGE

With effect from the date of this Deed, subject to the terms and conditions set forth herein, the Co-Investor hereby, without recourse, representation or warranty:

(a)releases and discharges all of the rights, interests, benefits and title in, of and to all property, assets and undertaking of the Investor the subject of, or expressed to be the subject of any security or guarantee created by the Investor Share Charge from all security (including mortgage, charge, pledge, transfer and/or assign) and guarantee granted to it constituted under the Investor Share Charge;

(b)releases, discharges, reassigns and retransfers to the Investor all of the rights, interests, benefits and title in, of and to all property, assets and undertaking of the Investor assigned to the Co-Investor by or pursuant to the Investor Share Charge;

(c)releases and discharges the Investor from all its present and future, actual or contingent obligations, liabilities, undertakings, covenants or restrictions (whether owed jointly or severally or in any other capacity whatsoever) contained in and howsoever arising under or in connection with the Investor Share Charge (save for those that are specified in the Transaction Documents as surviving termination of such Transaction Document which shall, as so specified by their express terms, survive without prejudice and remain in full force and effect); and

(d)revokes and terminates all powers of attorney, if any, granted to it by the Investor under the Investor Share Charge.

3.DELIVERY OF DOCUMENTS

The Co-Investor shall promptly following the date of this Deed, take all necessary actions to deliver or cause to be delivered to the Investor all documents (including all certificates and other documents of title or evidence of ownership in respect of property, assets and undertaking of the Investor) under the Investor Share Charge to the persons designated by the Investor, including but not limited to the release of any title documents relating to the Investor Charged Property, as applicable, delivered to the Custody Account in accordance with the terms and conditions of the Custody Account Instruction Letters.

4.COSTS AND EXPENSES

Except as expressly provided for herein, the Co-Investor shall bear its own fees and costs in connection with the negotiation, preparation and execution of this Deed and other documents in relation to this Deed and the implementation of the arrangements contemplated in this Deed and any related documents.

2

5.FURTHER ASSURANCE

(a)The Co-Investor shall as soon as reasonably practicable after the date of this Deed, do all such acts and execute all such documents (including reassignments, retransfers, notices or releases) as the Investor may reasonably specify to give effect to and perfect the release and discharge of the security interests created by or pursuant to the Investor Share Charge or the Transaction Documents in accordance with the provisions of Clause 2 (Release — Investor Share Charge) and of any security interests granted to secure the claims of the Co-Investor under the Transaction Documents and which have not been included in the Investor Share Charge for any reason whatsoever.

(b)The Co-Investor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the release of any of the Investor Charged Property from the security interests created by or pursuant to the Investor Share Charge or the Transaction Documents.

6.MISCELLANEOUS

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

7.GOVERNING LAW AND JURISDICTION

(a)This Deed is governed by, and shall be construed in accordance with the laws of the British Virgin Islands.

(b)The courts of the British Virgin Islands have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this deed) (a “Dispute”).

(c)Nothing in this clause shall prevent the Co-Investor, any Delegate or any Receiver from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Co-Investor and any Receiver may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof this Deed has been duly executed and delivered as a deed on the date stated at the beginning of this Deed.

[The remainder of this page has been intentionally left blank.]

3

SIGNATORY TO DEED OF RELEASE

   Co-Investor

Executed as a Deed	)
by Spin-Rich Ltd.	)
By	)
	)
as the authorized signatory of and on behalf of Spin-Rich Ltd. in the presence of:	)
	)
	)	(signature of authorized signatory)

Witness

Name:

Title:

Address:

Occupation:

[Signature Page to Deed of Release]

Schedule 2

Acknowledgement of Custodian

To:Spin-Rich Ltd. (“Spin-Rich”)

Vistra Corporate Services Centre

Wickhams Cay II, Road Town,

Tortola, VG1110, British Virgin Islands

Attention: Dr. Jin Huang

E-mail: jin.huang@ambow.com

and

Campus Holdings Limited (“Campus”)

Vistra Corporate Services Centre

Wickhams Cay II, Road Town

Tortola, VG 1110, British Virgin Islands

with a copy to:

Baring Private Equity Asia

Suite 3801, Two International Finance Centre, Central,

Hong Kong

Facsimile: +852 2843 9300

E-mail: patrickcordes@bpeasia.com

Attention: Patrick Cordes

Reference is made to (i) the custodial instruction letter (the “Instruction Letter”) dated as of 17 May 2012 delivered by Spin-Rich and Campus to Vistra Alternative Investments (Singapore) Pte. Ltd. (the “Custodian” or “you”) and (ii) the Share Charge dated October 26, 2011 between Spin-Rich and Campus. Terms used but not defined herein shall have the meaning given them in the Instruction Letter.

We hereby acknowledge receipt of the withdrawal request dated           2019 (the “Withdrawal Request”) delivered to us by Spin-Rich and Campus. Terms defined in the Withdrawal Request shall have the same meaning herein.

We hereby further acknowledge that the Original Share Certificate has been delivered to the offices of PacGate Law Group as transfer agent to Ambow Education Holding Ltd., at A-4201, Fortune Plaza, 7 East 3rd Ring Road, Chaoyang District, Beijing 100020, People’s Republic of China on 12 November 2015.

We hereby agree on our behalf and on behalf of our successors, assigns and affiliates, to:

1.immediately and without consideration, to transfer the Undertaking to Campus should the Undertaking at any time hereafter come into the hands, custody or power of the Custodian; and

2.release the New Share Certificate and the Instrument of Transfer upon our receipt of a copy of the executed Deed of Release in accordance with the instructions provided in the Withdrawal Request.

4

For and on behalf of

Vistra Alternative Investments (Singapore) Pte. Ltd.

in its capacity as Custodian

Authorised Signatory

Name:

5

Yours faithfully	Yours faithfully
For and on behalf of	For and on behalf of
Spin-Rich Ltd.	Campus Holdings Limited
Authorised Signatory	Authorised Signatory
Name: Jin Huang	Name:
c.c. Campus Holdings Limited	c.c. Spin-Rich Ltd.

[Signature page to the Withdrawal Request]

EX-7.13

Exhibit 7.13

Execution Version

Dated September 9, 2019

Spin-Rich Ltd.

and

Campus Holdings Limited

AMENDMENT AND RESTATEMENT AGREEMENT

CONTENTS

1	Definitions and Interpretation	1
2	Amendment and Restatement	2
3	Continuing Effect	2
4	Confirmation	2
5	Representations and Warranties	3
6	Further Assurance	3
7	Costs and Expenses	3
8	Counterparts	3
9	Incorporation of Terms	3
10	Governing Law and Jurisdiction	3

THIS AGREEMENT is made on September 9, 2019

PARTIES

1Spin-Rich Ltd., a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the Chargor); and

2Campus Holdings Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (the Chargee).

RECITALS

AThe Chargor, Dr. Jin Huang, the Chargee, and The Baring Asia Private Equity Fund V, L.P. have agreed to enter into the Settlement Agreement (as defined below) on the terms and conditions therein set out.

BIn connection with the Participation Agreement (as defined below), the Chargor entered into the Share Charge, pursuant to which the Chargor granted certain Security Interest (as defined therein) over the Charged Property (as defined therein) in favour of the Chargee.

CPursuant to the Settlement Agreement, the Parties (as defined below) have agreed to amend and restate the Share Charge subject to the terms and conditions set out in this Agreement.

DIt is intended that this Agreement takes effect as a deed notwithstanding that any Party may only execute this Agreement under hand.

Operative provisions

1Definitions and Interpretation

1.1In this Agreement, words and expressions defined in the Settlement Agreement which are used in this Agreement shall have the meanings given to them in the Settlement Agreement, provided that in the event of any conflict between the meaning of any term as defined in the Settlement Agreement and any term as defined in this Agreement, the definitions in this Agreement shall prevail.  In addition, the following words and expressions shall have the following meanings:

Amended Share Charge means the Share Charge as amended and restated pursuant to this Agreement;

Participation Agreement means a participation agreement dated 26 October 2011 executed by the Chargor, Dr. Jin Huang, the Chargee, and The Baring Asia Private Equity Fund V, L.P.;

Parties means the parties to this Agreement;

1

Secured Obligations means and includes all obligations and liabilities owed by the Chargor and/or Dr. Jin Huang to the Chargee, now existing or hereafter arising under or pursuant to the terms of the Settlement Agreement;

Share Charge means the share charge dated 26 October 2011 executed by the Chargor in favour of the Chargee; and

Settlement Agreement means a settlement agreement dated 6 September 2019 executed by the Chargor, Dr. Jin Huang, the Chargee, and The Baring Asia Private Equity Fund V, L.P. in relation to, inter alia, the Participation Agreement.

2Amendment and Restatement

With effect from the date of this Agreement, the Share Charge shall be amended and restated such that it shall read and be construed for all purposes as set out in the Schedule (Amended and Restated Share Charge).

3Continuing Effect

3.1The provisions of the Share Charge shall, other than as amended by this Agreement, continue in full force and effect.

3.2For the avoidance of doubt, the Chargor confirms for the benefit of the Chargee that (a) the security created it by it pursuant to the Share Charge, and (b) all Secured Obligations owed by it under the Share Charge, shall remain in full force and effect notwithstanding the amendments referred to in the Schedule (Amended and Restated Share Charge).

4Confirmation

4.1The Chargor confirms, acknowledges and agrees that the Amended Share Charge ranks as a continuing security for the payment and discharge of the Secured Obligations including, without limitation, all present and future money, obligations and liabilities, whether actual or contingent and whether owed jointly or severally, as principal or surety and/or in any other capacity whatsoever of the Chargor and Dr. Jin Huang to the Chargee under or in connection with the Settlement Agreement.

4.2To the extent that the Security Interest over the Charged Property created by it or pursuant to clause 4 (Security) of the Share Charge does not otherwise extend to secure the Secured Obligations or any part thereof, the Chargor, with effect from the date of this Agreement, charges as beneficial owner in favour of the Chargee, as security for the payment and discharge of the Secured Obligations, by way of first fixed charge, all the Chargor’s right, title and interest from time to time in and to the Charged Property (as defined in the Amended Share Charge) in accordance with the terms of the Amended Share Charge (applying mutatis mutandis).

2

5Representations and Warranties

The Chargor makes the representations and warranties set out in clause 2 of the Share Charge on the date of this Agreement, in each case by reference to the facts and circumstances then existing, and as if each reference in those representations and warranties to this Agreement includes a reference to this Agreement.

6Further Assurance

The Chargor shall promptly (and at its own expense) execute all documents and do all things that the Chargee may specify for the purpose of giving effect to the amendments effected or to be effected pursuant to this Agreement.

7Costs and Expenses

The Chargor shall on demand and on a full indemnity basis pay to the Chargee  the amount of all costs and expenses and other liabilities (including stamp duty, legal fees and out-of-pocket costs and expenses) which the Chargee incurs in connection with the preparation, negotiation, execution and delivery of this Agreement.

8Counterparts

8.1This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

8.2Delivery of an executed counterpart of a signature page of this Agreement by email in portable document format (.pdf) or facsimile (with acknowledgment of receipt) will be effective as delivery of a manually executed counterpart of this Agreement.

9Incorporation of Terms

The provisions of clause 10 (Notices) of the Share Charge shall have effect as though they were set out in full in this Agreement, as if references to the “Share Charge” are references to this Agreement.

10Governing Law and Jurisdiction

10.1This Agreement shall be governed by and construed in accordance with the laws  of  the  British Virgin Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands, provided that nothing in this Clause shall affect the right of the Chargee to serve process in any manner permitted by law or limit the right of the Chargee to take proceedings with respect to this Agreement against the Chargor in any jurisdiction nor shall the taking of proceedings with  respect  to  this Agreement in any jurisdiction preclude the Chargee from taking proceedings with respect to this Agreement in any other jurisdiction, whether concurrently or not.

3

Execution

This Agreement has been executed and delivered as a Deed the day and year first above written.

4

Chargor

Executed as a deed by	)
Spin-Rich Ltd.	)
	)
	)
		Title/Capacity: Director
		Print name: Jin Huang
in the presence of
Witness signature	)
	)
		Print name:	Tan Kia Jing
			CFO, AMBOW Education Group

[Signature page to the Amendment and Restatement Agreement]

Chargee

Executed as a deed by	)
Campus Holdings Limited	)
	)
	)
		Title/Capacity:		Alternate Director to Caroline Baker
		Print name:
		Tariq Syed Usman
in the presence of
Witness signature	)
	)
		Print name:	/s/ Lim Yah Yuan

[Signature page to the Amendment and Restatement Agreement]

SCHEDULE

Amended and Restated Share Charge

Execution Version

Dated this October 26, 2011

as amended by an amendment and restatement agreement dated September 9, 2019

BY:

Spin-Rich Ltd.

IN FAVOUR OF:

Campus Holdings Limited

SHARE CHARGE

TABLE OF CONTENTS

1.	INTERPRETATION	1
2.	CHARGOR’S REPRESENTATIONS AND WARRANTIES	3
3.	CHARGOR’S COVENANTS	3
4.	SECURITY	3
5.	DEALINGS WITH CHARGED PROPERTY	5
6.	PRESERVATION OF SECURITY	5
7.	ENFORCEMNT OF SECURITY	7
8.	FURTHER ASSURANCES	9
9.	POWER OF ATTORNEY	10
10.	NOTICES	11
11.	ASSIGNMENTS	11
12.	MISCELLANEOUS	11
13.	GOVERNING LAW	12
Schedule 1	Share Transfer Form	15
Schedule 2	Undertaking	16

THIS SHARE CHARGE is made on October 26, 2011 and amended and restated on September 9, 2019

BY:

Spin-Rich Ltd., a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (the “Chargor” or “Company”); and

IN FAVOUR OF:

Campus Holdings Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands (the “Chargee”).

WHEREAS:

(A)The Company, Dr. Jin Huang, the Chargee, and The Baring Asia Private Equity Fund V, L.P. have entered into a participation agreement dated October 26, 2011 (the “Participation Agreement”) on the terms and conditions therein set out.

(B)The Company, Dr. Jin Huang, the Chargee, and The Baring Asia Private Equity Fund V, L.P. have entered into a settlement agreement dated September 6, 2019 (the “Settlement Agreement”) in relation to, inter alia, the Participation Agreement on the terms and conditions therein set out.

(C)As security for the Secured Obligations (as hereinafter defined) under the Settlement Agreement, the Chargor has agreed to charge, inter alia, its interest in 84,734 Class C ordinary shares of Ambow beneficially owned by the Chargor (the “Co-Investor Shares”) in consideration of the Chargee agreeing to enter into the Settlement Agreement and for other good and valuable consideration (the sufficiency of which the Chargor hereby acknowledges).

(D)The board of directors of the Chargor is satisfied that entering into this Charge is for the purposes and to the benefit of itself and its business.

(E)The Chargor and the Chargee intend this document to take effect as a deed of the Chargor.

NOW THIS CHARGE WITNESSES as follows:

1.INTERPRETATION

1.1Unless otherwise defined herein, the definitions and rules of construction set forth in Appendix A of the Participation Agreement (“Appendix A”) and the Settlement Agreement apply to this Charge. In this Charge, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Ambow” means Ambow Education Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands;

1

“Amendment and Restatement Agreement”	means the amendment and restatement agreement relating to this Charge dated September 9, 2019 executed by the Chargor and the Chargee;
“Charge”	means this share charge;
“Charged Property”	means all of the Charged Shares and all dividends or other distributions, interest and other moneys paid or payable after the date hereof in connection therewith and all interests in and all rights accruing at any time to or in respect of all or any of the Charged Shares and all and any other property that may at any time be received or receivable by or otherwise distributed to the Chargor in respect of or in substitution for, or in addition to, or in exchange for, or on account of, any of the foregoing, including, without limitation, any shares or other securities resulting from the division, consolidation, change, conversion or reclassification of any of the Charged Shares, or the reorganization, merger or consolidation of Ambow with any other body corporate, or the occurrence of any event which results in the substitution or exchange of the Charged Shares; provided, however, that after the security is released over the Charged Property, such property shall no longer constitute Charged Property;
“Charged Shares”	means collectively the Co-Investor Shares;
“Enforcement Event”	means an “Enforcement Event” shall have occurred if Dr. Jin Huang (either by herself or through the Chargor) fails to pay to the Chargee the Owed Investor Shortfall Amount when due in accordance with clause 2.1 of the Settlement Agreement;
“Parties”	means the parties to this Charge collectively; “Party” means any one of them;
“Secured Obligations”	means and includes all obligations and liabilities owed by the Chargor and/or Dr. Jin Huang to Chargee, now existing or hereafter arising under or pursuant to the terms of the Settlement Agreement and this Charge;
“Security Interest”	means any lien, pledge, charge, claim, mortgage, security interest or other encumbrance of any sort, other than restrictions on transfer pursuant to applicable securities Laws; and

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“Security Period” means the period commencing on the date of execution of this Charge and terminating upon discharge of the security created by this Charge by satisfaction in full of the Secured Obligations.

2.CHARGOR’S REPRESENTATIONS AND WARRANTIES

The Chargor makes the representations and warranties set out in clause 3 (Representations and Warranties) of the Settlement Agreement to the Chargee on the date of this Charge (as if reference to the Party in clause 3 (Representations and Warranties) of the Settlement Agreement is a reference to the Chargor, subject to any necessary consequential amendments). The Chargor hereby further represents and warrants to the Chargee that:

2.1the Chargor is the legal and beneficial owner of all of the Charged Property free from any Security Interest (other than those created by this Charge) and any options or rights of pre-emption;

2.2the Chargor has full power and authority (i) to be the legal and beneficial owner of the Charged Property, (ii) to execute and deliver this Charge and (iii) to comply with the provisions of, and perform all its obligations under, this Charge;

2.3this Charge constitutes the Chargor’s legal, valid and binding obligations enforceable against the Chargor in accordance with its terms except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights;

2.4this Charge creates in favor of the Chargee a valid, first fixed charge in the Charged Property;

2.5Ambow is not a land holding corporation for the purposes of the Land Holding Companies Share Transfer Tax Law of the Cayman Islands.

3.CHARGOR’S COVENANTS

The Chargor hereby covenants with the Chargee:

3.1That the Chargor will on demand of the Chargee and at the expense of the Chargee, execute and deliver to the Chargee or to such person or persons as the Chargee may nominate such additional charge or charges of the Charged Property (or any part thereof) for the purpose of further securing the payment and discharge of all Secured Obligations, each such additional charge to be in such form as the Chargee may reasonably require;

3.2That the Chargor will not without the prior written consent of the Chargee permit any person other than the Chargor, the Chargee or any transferee nominated by the Chargee on enforcement of this Charge to be the registered holder of any of the Charged Shares.

4.SECURITY

4.1In consideration of the Chargee entering into the Settlement Agreement and as a continuing security for the Secured Obligations, the Chargor as legal and beneficial  owner hereby charges in favour of the Chargee all of its interest in the Charged Property by way of a first fixed charge.

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4.2The Chargor hereby agrees to deliver, or cause to be delivered, promptly (and in any event within ten (10) Business Days after the date of the Amendment and Restatement Agreement) to the Chargee:

(a)duly executed undated share transfers in respect of the Charged Shares in favour of the Chargee or its nominees in the form set out in Schedule 1;

(b)all share certificates representing the Charged Shares;

(c)an undertaking from Ambow to register transfers of the Charged Shares to the Chargee or its nominee where such transfer is made in accordance with this Charge in the form set out in Schedule 2;

(d)a certified true copy of the Company’s register of charges evidencing entries of particulars reflecting the Security Interest created pursuant to this Charge as required under the BVI Business Companies Act, 2004 of the British Virgin Islands;

(e)a certified true copy of the register of members of Ambow evidencing that the following notation has been entered thereon:

“84,734 Class C ordinary shares issued as fully paid up and registered in the name of Spin-Rich Ltd. are mortgaged and charged in favour of Campus Holdings Limited pursuant to a share charge dated October 26, 2011, as amended and restated on September 9, 2019 and from time to time”

4.3The Chargor hereby covenants that during the Security Period it will remain the legal and the beneficial owner of the Charged Property (subject only to the Security Interests hereby created) and that it will not:

(a)create or suffer the creation of any Security Interests (other than those created by this Charge) on or in respect of the whole of any part of the Charged Property; or

(b)sell, assign, transfer or otherwise dispose of any of its interest in the Charged Property,

in any such case without the prior consent in writing of the Chargee.

4.4The Chargor shall remain liable to perform all the obligations assumed by it in relation to the Charged Property and the Chargee shall be under no obligation of any kind  whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect thereof.

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5.DEALINGS WITH CHARGED PROPERTY

5.1Unless and until an Enforcement Event has occurred:

(a)the Chargor shall be entitled to exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof for all purposes;

(b)the Chargee will promptly (and in any event within three Business Days after the receipt thereof) release a portion of the security constituted by this Charge with a value equal to 35% of any distributions taxable for U.S. federal income tax purposes on the Charged Property (including without limitation dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof). Any dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof (other than the taxable distributions) shall be delivered by the Chargor to the appropriate accounts in which similar assets subject to this Charge are held and, subject to the immediately preceding sentence, in any event shall not be distributed to the Chargor’s shareholders during the Security Period;

(c)the Chargor shall deliver the share certificates of any securities in physical form received as a dividend or other distribution on the Charged Property; and

(d)the Chargor shall be entitled to receive all notices pertaining to the Charged Shares.

5.2For the avoidance of doubt, immediately after the occurrence of an Enforcement Event, any distributions on or in respect of the Charged Property in connection with Clause 5.l(b) shall be retained by the Chargee.

5.3The Chargee shall not have any duty to ensure that any dividends, distributions, interest or other moneys and assets receivable in respect of the Charged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Charged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption bonus, rights, preference, or otherwise on or in respect of, any of the Charged Property.

6.PRESERVATION OF SECURITY

6.1It is hereby agreed and declared that:

(a)the Security Interest created by this Charge shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)the Security Interest so created shall be in addition to and shall not in any way be prejudiced or affected by any other security document that may be executed  creating additional security in favour of Chargee securing the Secured Obligations;

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(c)the Chargee shall not be bound to enforce any other security before enforcing the security created by this Charge;

(d)no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Charge shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and

(e)any waiver by the Chargee of any terms of this Charge shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2Any settlement or discharge under this Charge between the Chargee and the Chargor shall be conditional upon no security or payment to the Chargee by the Chargor or any other person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Chargee shall be entitled to recover from the Chargor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred.

6.3The rights of the Chargee under this Charge and the Security Interest hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Chargor, the Chargee or any other person:

(a)any time or waiver granted to or composition with the Company or any other person;

(b)the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company or any other person;

(c)any legal limitation, disability, incapacity or other circumstances relating to the Company or any other person;

(d)any amendment or supplement to the Settlement Agreement or any other document or security;

(e)the dissolution, liquidation, merger, consolidation, reconstruction or reorganisation of the Company or any other person; or

(f)the unenforceability, invalidity or frustration of any obligations of the Chargor or any other person under the Settlement Agreement or any other document or security.

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6.4The Chargor shall hold in trust for the Chargee and forthwith pay or transfer (as appropriate) to the Chargee any such payment (including an amount equal to any such set-off, distribution (other than as provided in Paragraph 5.l(b) with respect to dividend or distribution payments)or benefit of such security, indemnity or claim in fact received by it).

6.5Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as it may think fit, any moneys received, recovered or realised under this Charge or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of such amount.

7.ENFORCEMNT OF SECURITY

7.1Upon the occurrence of an Enforcement Event, the Security Interest hereby constituted shall become immediately enforceable and the Chargee may, at any time, without notice to, or consultation with, or the consent of, the Chargor:

(a)solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in such manner as the Chargee may think fit; and/or

(b)receive and retain all dividends, interest, distributions or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest, distributions or other moneys or assets to be held by the Chargee, until applied in the manner described in Clause 7.4, as additional security charged under and subject to the terms of this Charge and any such dividends, interest, distributions or other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or

(c)appoint by instrument any person to be a receiver of the Charged Property (the “Receiver”) and remove any Receiver so appointed and appoint another or others in his stead; and/or

(d)sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of; and/or

(e)complete any undated blank share transfer forms of all or any part of the Charged Property by dating the same and/or inserting its name or the name of its nominee as transferee.

7.2The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Charge or to make any claim or to take any action to collect any moneys assigned by this Charge or to enforce any rights or benefits

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assigned to the Chargee by this Charge or to which the Chargee may at any time be entitled hereunder.

7.3Upon any sale of the Charged Property or any part thereof by the Chargee the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and the sale shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4All moneys received by the Chargee pursuant to this Charge after the occurrence of an Enforcement Event shall be held by it upon trust in the first place to pay or make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers specified or otherwise referred to in this Charge and the balance shall be applied in the following manner:

(a)FIRSTLY: to pay to the Chargee any amount Dr. Jin Huang is required but has failed to pay to the Chargee when due in accordance with the terms of the Settlement Agreement; and

(b)SECONDLY: the surplus (if any) shall be repaid promptly to the Chargor or whosoever else may be entitled thereto.

7.5Neither the Chargee nor its agents, managers, officers, employees, delegates or advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of gross negligence or fraud or dishonesty; however, in no event shall the Chargee be liable for consequential damages.

7.6The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

7.7In addition to all other rights or powers vested in the Chargee hereunder or by statute or otherwise, the Receiver may take such action in relation to the enforcement of this Charge to:

(a)take possession of, redeem, collect and get in all or any part of the Charged Property;

(b)raise or borrow money and grant security therefor over all or any part of the Charged Property;

(c)appoint an attorney or accountant or other professionally qualified person to assist him in the performance of his functions;

(d)do all acts and to execute in the name and on behalf of the Chargor any document or deed in respect of all or any part of the Charged Property;

8

(e)in the name of the Chargor or in his own name, bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Charged Property and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings;

(f)sell, call in, collect and convert to money the Charged Property or any of it at such place and in such manner and at such price or prices as he shall think fit;

(g)exercise any powers, discretion, voting or other rights or entitlements in relation to the Charged Property and generally to carry out any other action which he may in his sole discretion deem appropriate in relation to the enforcement of this Charge;

(h)make any arrangement or compromise which he shall think expedient; and

(i)do all such other acts and things as may be considered to be incidental or conducive to any of the matters or powers aforesaid and which the Receiver lawfully may or can do as agent for the Chargor.

7.8Every Receiver shall, so far as it concerns responsibility for his acts, be deemed to be an agent of the Chargor, which shall be solely responsible for his acts and defaults and for the payment of his remuneration and no Receiver shall at any time act as agent for the Chargee.

7.9Every Receiver shall be entitled to remuneration for his services at a rate to be fixed by agreement between him and the Chargee (or, failing such agreement, to be fixed by the Chargee) appropriate to the work and responsibilities involved, upon the basis of current industry practice.

7.10The Conveyancing and Law of Property Act 1967 of the British Virgin Islands, as amended shall not apply to this Charge.

8.FURTHER ASSURANCES

8.1The Chargor shall execute and do all such assurances, acts and things as the Chargee in its absolute discretion may require for:

(a)protecting or ensuring the priority of the Security Interest hereby created (or intended to be created);

(b)preserving or protecting any of the rights of the Chargee under this Charge;

(c)ensuring that the security constituted by this Charge and the covenants and obligations of the Chargor under this Charge shall inure to the benefit of any Permitted Transferee of the Chargee;

(d)facilitating the appropriation or realisation of the Charged Property or any part thereof in connection with this Charge; or

(e)exercising any power, authority or discretion vested in the Chargee under this Charge,

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in any such case forthwith upon demand by the Chargee and at the expense of the Chargee.

8.2The Chargor shall provide such assurances and do all acts and things the Receiver may in his absolute discretion require for the purpose of exercising the powers (or giving effect to the exercise of the powers) conferred on the Receiver hereunder and the Chargor hereby irrevocably appoints the Receiver to be the lawful attorney in fact of the Chargor to do any act or thing and to exercise all the powers of the Chargor for the purpose of exercising the powers (or giving effect to the exercise of the powers) conferred on the Receiver hereunder.

8.3The Chargor shall arrange for the registration of this Charge pursuant to section 163 of the BVI Business Companies Act, 2004 (British Virgin Islands) with the Registrar of Corporate Affairs within ten (10) Business Days from the date of this Charge.

9.POWER OF ATTORNEY

9.1The Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Chargee and the persons deriving title under it jointly and also severally to be its attorney:

(a)to execute and complete in favour of the Chargee or its nominees or of any purchaser any documents which the Chargee may from time to time require for perfecting its title to or for vesting any of the assets and property hereby charged or assigned in the Chargee or its nominees or in any purchaser and to give effectual discharges for payments;

(b)to take and institute on non-payment (if the Chargee in its sole discretion so decides) all steps and proceedings in the name of the Chargor or of the Chargee for the recovery of such moneys, property and assets hereby charged and to agree accounts;

(c)to act as the Chargor’s corporate representative (and/or to appoint any officer or nominee of the Chargee for such purpose) to represent the Chargor at any general meeting of the members of the Ambow and to sign any resolution in writing of the members of Ambow or to requisition or convene general meetings of Ambow or to waive or consent to short notice of such in that capacity;

(d)to make allowances and give time or other indulgence to any surety or other person liable;

(e)otherwise generally to act for it and in its name and on its behalf; and

(f)to sign, execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things (including, without limitation, those referred to in Clause 8 (Further Assurance)) which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

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9.2The power hereby conferred shall be a general power of attorney and shall have immediate effect upon the occurrence of an Enforcement Event and the Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any such attorney may execute or do. In relation to the power referred to herein, the exercise by the Chargee of such power shall be conclusive evidence of its right to exercise the same.

10.NOTICES

Any notice required to be given hereunder shall be delivered in accordance with the terms of Section 12(f) (Notices) of the Participation Agreement.

11.ASSIGNMENTS

11.1This Charge and shall be binding upon and shall inure to the benefit of the Chargor and the Chargee and each of their respective successors and references in this Charge to any of them shall be construed accordingly.

11.2The Chargor may not assign or transfer all or any part of its rights and/or obligations under this Charge.

11.3The Chargee may not assign or transfer all or any part of its rights or obligations under this Charge to any assignee or transferee (other than to a Permitted Transferee) without the consent of the Chargor, such consent not to be unreasonably withheld, provided that no such consent shall be required if an Enforcement Event affecting the Chargor has occurred and is continuing. The Chargee shall notify the Chargor promptly following any such assignment or transfer.

12.MISCELLANEOUS

12.1The Chargor shall promptly upon demand by the Chargee the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, the preservation of any rights or powers under this Charge, and any proceedings instituted by or against the Chargee as a consequence of taking or holding the Security Interest created hereunder or enforcing these rights.

12.2The Chargee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee under this Charge in relation to the Charged Property or any part thereof. Any such delegation may be made upon such terms and be subject to such regulations as the Chargee may think fit. The Chargee shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Chargee has acted reasonably in selecting such delegate.

12.3This Charge, including its schedules and together with any documents referred to herein, contains the whole agreement between the Parties in respect of the subject

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matter of this Charge and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter.

12.4No variations of this Charge shall be effective unless made in writing and signed by each of the Parties.

12.5The headings in this Charge are inserted for convenience only and shall not affect the construction of this Charge.

12.6This Charge may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

12.7If any of the Clauses, Sub-Clauses, Paragraphs, conditions, covenants or restrictions of this Charge or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then such Clause, Sub-Clause, Paragraph, condition, covenant or restriction shall apply with such deletion or modification as may be necessary to make it valid and effective.

13.GOVERNING LAW

13.1This Charge shall be governed by and construed in accordance with the laws of the British Virgin Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands, provided that nothing in this Clause shall affect the right of the Chargee to serve process in any manner permitted by law or limit the right of the Chargee to take proceedings with respect to this Charge against the Chargor in any jurisdiction nor shall the taking of proceedings with respect to this Charge in any jurisdiction preclude the Chargee from taking proceedings with respect to this Charge in any other jurisdiction, whether concurrently or not.

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IN WITNESS whereof the parties have caused this Deed to be duly executed and delivered by their proper and duly authorized officers as of the day and year first before written.

Executed as a Deed)	)
by Spin-Rich Ltd.)	)
By)	)
	)
as the authorized signatory of and on behalf	)
of Spin-Rich Ltd. in the presence of:	)
	)
		(signature of authorized signatory)

Witness

Name:

Title:

Address:

Occupation:

[Signature page to Share Charge]

IN WITNESS whereof the parties have caused this Deed to be duly executed and delivered by their proper and duly authorized officers as of the day and year first before written.

Executed as a Deed)	)
by Campus Holdings Limited)	)
By)	)
	)
as the authorized signatory of and on behalf	)
of Campus Holdings Limited in the	)
presence of:	)
		(signature of authorized signatory)

Witness

Name:

Title:

Address:

Occupation:

[Signature page to Share Charge]

SCHEDULE 1
SHARE TRANSFER FORM

For value received, I/we hereby sell, assign or transfer to                                                                      shares of Ambow Education Holding Ltd. (an exempted company incorporated in the Cayman Islands) represented by the enclosed certificate No.(s)                                                                                   and registered to                                                                               .

Signatory(ies) of Registered Owner(s) please sign an name appears on registration. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title of such.

DATE:	SIGNATURE:
	x
	x
	print Name and Title
DATE:	SIGNATURE OF JOINT OWNER:
	x
	x
	print Name and Title

SCHEDULE 2
UNDERTAKING

We, Ambow Education Holding Ltd (the “Company”) hereby irrevocably UNDERTAKE and COVENANT with Campus Holdings Limited (the “Transferee”) to register all transfers of Charged Shares submitted to the Company for registration by the Transferee pursuant to the due exercise of rights under the Share Charge (as defined below) as soon as practical following the submission of such transfers.

This Undertaking is given pursuant to Paragraph 4.2(c) of the Share Charge (the “Share Charge”) dated October 26, 2011 as amended and restated on                                                  2019 between Spin-Rich Ltd. And the Transferee, and any capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Share Charge.

IN WITNESS whereof the Company has caused this Deed to be duly executed and delivered this                                                       2019.

Executed as a Deed)	)
by Ambow Education Holding Ltd.	)
By	)
as the authorized signatory	)
of and on behalf of	)
Ambow Education Holding Ltd.	)
in the presence of	)
		(signature of authorized signatory)

Signature of witness

Name of witness: