AMBO Ambow Education Holding Ltd

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2022

 

 

Commission File Number: 001-34824

 

 

Ambow Education Holding Ltd.

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

12th Floor, Tower 1, Financial Street Chang’An Center,

Shijingshan District, Beijing 100043

People’s Republic of China

Telephone: +86 (10) 6206-8000

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

Other Information

 

On December 22, 2022, Ambow Education Holding Ltd. (the “Company”) held an Annual General Meeting of Shareholders to vote on the following proposals which were approved by the majority of the shareholders:

 

	·	to elect Mingjun Wang to serve on the Board of Directors of the Company as Class II director until the 2025 annual meeting of shareholders of the Company or until his respective successor is duly appointed and qualified; and
	·	to ratify the appointment of Marcum Asia CPAs LLP as the independent auditor of the Company for the fiscal year ending December 31, 2022 relating to financial statements prepared in accordance with generally accepted accounting principles in the United States.

 

At the Annual General Meeting, shareholders of the Company, through a special resolution, approved the sale of all of the equity interests in Ambow Education Ltd., Ambow Education Management Ltd. and Ambow Education Group Ltd. (collectively, the “Ambow Subs”) to Clover Wealth Limited (the “Purchaser”) in consideration of the Purchaser paying US$12,000,000 to the Company (the “Sale”), as contemplated by and pursuant to the terms and conditions of the purchase agreement.

 

The voting results for the proposal of the Sale were as follows:

 

		FOR				AGAINST				ABSTAIN
- Ordinary Shares			72,979,300				750,000				0
- Ordinary Shares represented by ADSs			618,090				26,020				15,200

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Ambow Education Holding Ltd.
	By:	/s/Jin Huang
	Name: Dr. Jin Huang
	Title: President and Chief Executive Officer

 

Date: December 22, 2022