Registrant’s Form of Certificate for Class A Ordinary Shares

Exhibit 4.2

Name of Company:
AMBOW EDUCATION HOLDING LTD.	AMBOW EDUCATION HOLDING LTD. (Incorporated under the laws of the Cayman Islands)
	Number [            ]	Shares -[            ]-
Number:
	US$125,000 Share Capital divided into 1,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each, 200,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each and 50,000,000 Preferred Shares of a nominal or par value of US$0.0001
Shares:
-[no. of shares ]-	THIS IS TO CERTIFY THAT [name of shareholder] is the registered holder of [no. of shares] Shares in the above-named Company subject to the memorandum and articles of association thereof.
Issued to:
[name of shareholder]
Dated
[            ] 2010	EXECUTED for and on behalf of the Company on [            ] 2010.
Transferred from:

DIRECTOR

TRANSFER
I	(the Transferor) for the value received
DO HEREBY transfer to	(the Transferee) the
	shares standing in my name in the
undertaking called AMBOW EDUCATION HOLDING LTD.
To hold the same unto the Transferee
Dated
Signed by the Transferor
in the presence of:

Witness Transferor