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Ambow Education Holding Ltd. Announces Receipt Of "Going Private" Proposal; Resignations Of Directors And Appointment Of A New Director

BEIJING, March 18, 2013 /PRNewswire/ -- Ambow Education Holding Ltd. ("Ambow" or the "Company" NYSE: AMBO), a leading national provider of educational and career enhancement services in China, today announced that its Board of Directors received on March 15, 2013 a non-binding proposal (the "Proposal") from The Baring Asia Private Equity Fund V, L.P. ("Baring"), pursuant to which Baring proposes to acquire the outstanding securities of the Company for US$1.46 in cash for each American Depositary Share of the Company (each American Depositary Share representing two Class A ordinary shares of the Company) and US$0.73 in cash for each Class A and Class B ordinary share of the Company.

According to the Proposal, Baring would form a special purpose company to effect the proposed transaction, which would be financed with equity capital from Baring.  The Proposal is not contingent on any debt financing.  A copy of the Proposal is attached as Exhibit A.

The Company's Board of Directors has formed a special committee of independent directors (the "Special Committee") consisting of Shasha Chang and Justin Chen to consider the Proposal. The Special Committee intends to retain advisors to assist it in its work.  No decisions have been made by the Special Committee with respect to the Company's response to the Proposal.  There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

On March 18, 2013, the Company received a letter from each of Daniel Phillips and Mark Harris notifying the Company of his resignation from his position as a director of the Company and a member of the Company's audit committee, and also received a letter from Lisa Lo notifying the Company of her resignation from her position as a director of the Company and the chairman of the Company's compensation committee. Copies of the three letters are attached as Exhibit B, Exhibit C, and Exhibit D.

On March 18, 2013, the Company also announced that Mr. Justin Chen has been appointed as a director of the Company and the chairman of the Special Committee. Justin Chen is a counsel at PacGate Law Group.  He is a California licensed attorney and is qualified to practice before the United States Patent and Trademark Office.  Justin Chen graduated from the University of Iowa, College of Law in 1998, with a Juris Doctor degree and graduated from Peking University, Department of Biochemistry with a bachelor's degree in 1992 and obtained his Master of Biochemistry and Juris Doctor degrees, both from University of Iowa in 1995 and 1998, respectively.

About Ambow Education Holding Ltd.

Ambow Education Holding Ltd. (NYSE: AMBO) is a leading national provider of educational and career enhancement services in China, offering high-quality, individualized services and products. Ambow has two business divisions: "Better Schools," which includes K-12 schools and tutoring centers; and "Better Jobs," which includes colleges and career enhancement centers. With its extensive network of regional service hubs complemented by a dynamic proprietary learning platform and distributors, Ambow provides its services and products to students in 30 out of the 31 provinces and autonomous regions within China.

For investor and media inquiries please contact:

Ms. Mandy LiIR ManagerAmbow Education Holding Ltd.Tel: +86-10-6026-8130Email: ir@ambow.com

Exhibit A

The Baring Asia Private Equity Fund V, L.P.  



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