Ambow Education Holding Ltd.

We believe that our existing facilities are adequate for our current business operations and will be able to enter into lease arrangements on commercially reasonable terms for future expansion.

Please see Note 16 Leases in the consolidated financial statements for further details regarding the terms of our leases.

• Failure to adequately and promptly respond to industry changes in curriculum, testing materials and standards could cause our services and products to be less attractive to our students.
• If we are unable to obtain new loans, at all or on terms that are acceptable to us, our growth will be impacted.
• We may not be able to adequately protect our intellectual property, which could adversely impact our competitiveness.
• We may be exposed to infringement and misappropriation claims by third parties, which, if successful, could cause us to pay significant damage awards.
• Unexpected network interruptions, security breaches or computer virus attacks and system failures could have a material adverse effect on our business, financial condition and results of operations.
• The actual or perceived failure by us, our customers, partners or vendors to comply with stringent and evolving laws and regulations, industry standards, policies, and contractual obligations relating to privacy, data protection, information security, and other matters could harm our reputation and business and subject us to significant fines and liability.
• Laws in the United States
• Artificial Intelligence
• Industry Standards
• Our information security measures, and those of third parties upon which we rely, may be compromised in the future. If our information security measures are compromised in the future or if our information technology fails, this could harm our reputation, expose us to significant fines and liability, impair our sales, and harm our business. In addition, our products and services may be perceived as not being secure. This perception may result in customers and users curtailing or ceasing their use of our products, our incurring significant liabilities, and our business being harmed.
• Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to business operations of the affected college campuses and adversely affect our financial results.
• We may need to record a significant charge to earnings if our goodwill or intangible assets arising from acquisitions become impaired, which would adversely affect our net income.
• Our grant of employee share options, restricted shares or other share-based compensation and any future grants could have an adverse effect on our net income.
• Changes to accounting standards, taxation rules or practices, or greater than anticipated tax liabilities may adversely affect our reported results of operations or how we conduct our business.
• RISKS RELATED TO REGULATIONS OF OUR U.S. BUSINESS
• If we fail to comply with the extensive U.S. regulatory requirements related to operating a U.S. higher education institution, we could face significant monetary liabilities, fines and penalties, including loss of access to federal student loans and grants for our students.
• The ongoing regulatory effort aimed at for-profit post-secondary institutions of higher education could lead to additional legislation or other governmental action that may negatively affect the industry.
• If we fail to maintain our institutional accreditation or if our institutional accrediting body loses recognition by the Department of Education, we will lose our ability to participate in Title IV programs.
• If we fail to obtain recertification by the Department of Education when required, we will lose our ability to participate in Title IV programs.
• Student loan defaults could result in the loss of eligibility to participate in Title IV programs.
• Our U.S. college could lose its eligibility to participate in federal student financial aid programs or be provisionally certified with respect to such participation if the percentage of our revenues derived from those programs were too high.
• Our failure to demonstrate financial responsibility or administrative capability may result in the loss of eligibility to participate in Title IV programs.
• Our failure to comply with the Borrower Defense to Repayment Regulations could result in sanctions and other liability.
• Our business operations could be harmed if we experience a disruption in our ability to process student loans under the Federal Direct Loan Program.
• Our business operations could be harmed if Congress makes changes to the availability of Title IV funds.
• RISKS RELATED TO OWNERSHIP OF OUR ADSS
• We cannot assure you that the ADSs will not be delisted from the NYSE American, which could negatively impact the price of the ADSs and our ability to access the capital markets.
• The market price of our ordinary shares and the ADSs could be subject to volatility.
• Insiders have substantial control over us, which could adversely affect the market price of our ADSs.
• We may need additional capital, and the sale of additional ADSs or other equity securities would result in additional dilution to our shareholders.
• Anti-takeover provisions in our Sixth Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change in control.
• You may be subject to limitations on the transfer of your ADSs.
• GENERAL RISK FACTORS
• We may have acquisitions in the future, which involve risks and uncertainties, and if we don’t manage those risks well, it may harm our business.
• If we fail to successfully develop and introduce new services and products in time, our competitive position and ability to generate revenues could be harmed.
• We rely heavily on our information systems, and if we fail to further develop our technologies, or if our systems, software, applications, database or source code contain “bugs” or other undetected errors, our operations may be seriously disrupted.
• If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations or prevent fraud, and investor confidence may be materially and adversely affected.
• We are dependent on the renewal and maintenance of Title IV programs.
• We are subject to compliance reviews, which, if they result in a material finding of noncompliance, could affect our ability to participate in Title IV programs.
• If we fail to maintain any of our state authorizations, we would lose our ability to operate in that state and to participate in Title IV programs in that state.
• Our failure to comply with the Department of Education’s incentive compensation rules could result in sanctions and other liability.
• Our failure to comply with the Department of Education’s misrepresentation rules could result in sanctions and other liability.
• Our failure to comply with the Department of Education’s credit hour rule could result in sanctions and other liability.
• We are subject to sanctions if we fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational programs.
• Investigations, legislative and regulatory developments, and general credit market conditions related to the student loan industry may result in fewer lenders and loan products and increased regulatory burdens and costs.
• Enforcement of laws related to the accessibility of technology continues to evolve, which could result in increased information technology development costs and compliance risks.
• We may not be able to pay any dividends on our Class A ordinary shares and, correspondingly, the ADSs.
• We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequence to U.S. holders of our ADSs or ordinary shares.
• The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.
• The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
• Holders of our ADSs may not be able to participate in rights offerings and may experience dilution of your holdings as a result.
• Holders of our ADSs may not receive distributions on our ordinary shares or any value for them if such distribution is illegal or if any required government approval cannot be obtained in order to make such distribution available to you.