Exhibit 99.2
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020
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F-1
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share and per share data)
| Note |
| As of June 30, | As of December 31, | ||||
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| 2021 |
| 2020 | ||||
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| US$ |
| RMB |
| RMB | ||
Note 3(a) | ||||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
| 4 |
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Restricted cash |
| 4 |
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Short-term investments, available for sale |
| 5 |
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Short-term investments, held to maturity |
| 5 |
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Accounts receivable, net |
| 6 |
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Amounts due from related parties |
| 14 |
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Prepaid and other current assets, net |
| 7 |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Land use rights, net |
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Intangible assets, net |
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Goodwill |
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Deferred tax assets, net |
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Operating lease right-of-use asset | 12 | | | | ||||
Finance lease right-of-use asset |
| 12 |
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Other non-current assets |
| 8 |
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Total non-current assets |
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Total assets |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(All amounts in thousands, except for share and per share data)
| Note |
| As of June 30, | As of December 31, | ||||
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| 2021 |
| 2020 | ||||
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| US$ |
| RMB |
| RMB | ||
Note 3(a) | ||||||||
LIABILITIES |
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Current liabilities: |
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Short-term borrowings (including consolidated VIE amount without recourse to the Company of RMB | 9 | | | | ||||
Deferred revenue (including consolidated VIE amount without recourse to the Company of RMB |
| 3(b) |
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Accounts payable (including consolidated VIE amount without recourse to the Company of RMB |
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Accrued and other liabilities (including consolidated VIE amount without recourse to the Company of RMB |
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Income taxes payable, current (including consolidated VIE amount without recourse to the Company of RMB |
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Amounts due to related parties (including consolidated VIE amount without recourse to the Company of RMB |
| 14 |
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Operating lease liability, current (including consolidated VIE amount without recourse to the Company of RMB | 12 | | | | ||||
Total current liabilities |
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Non-current liabilities: |
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Long-term borrowing (including consolidated VIE amount without recourse to the Company of RMB | — | — | | |||||
Other non-current liabilities (including consolidated VIE amount without recourse to the Company of RMB | | | | |||||
Income taxes payable, non-current (including consolidated VIE amount without recourse to the Company of RMB | 10 | | | | ||||
Operating lease liability, non-current (including consolidated VIE amount without recourse to the Company of RMB |
| 12 |
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Total non-current liabilities |
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Total liabilities |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(All amounts in thousands, except for share and per share data)
| Note |
| As of June 30, | As of December 31, | ||||
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| 2021 |
| 2020 | ||||
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| US$ |
| RMB |
| RMB | ||
Note 3(a) | ||||||||
EQUITY |
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Preferred shares |
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(US$ |
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Class A Ordinary shares |
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(US$ |
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Class C Ordinary shares |
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(US$ |
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Additional paid-in capital |
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Statutory reserve |
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Accumulated deficit |
| ( |
| ( |
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Accumulated other comprehensive income |
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Total Ambow Education Holding Ltd.’s equity |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(All amounts in thousands, except for share and per share data)
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| For the six months ended June 30, | For the three months ended June 30, | |||||||||||
| Note |
| 2021 |
| 2021 |
| 2020 | 2021 | 2021 |
| 2020 | |||
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| US$ |
| RMB |
| RMB | US$ | RMB |
| RMB | ||||
NET REVENUES | ||||||||||||||
Educational program and services |
| 13 |
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Intelligent program and services |
| 13 |
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Total net revenues |
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COST OF REVENUES |
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Educational program and services |
| 13 |
| ( |
| ( | ( | ( | ( | ( | ||||
Intelligent program and services |
| 13 |
| ( |
| ( | ( | ( | ( | ( | ||||
Total cost of revenues |
| ( |
| ( | ( | ( | ( | ( | ||||||
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GROSS PROFIT |
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Operating expenses: |
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Selling and marketing |
| ( |
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General and administrative |
| ( |
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| ( |
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Research and development |
| ( |
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Total operating expenses |
| ( |
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OPERATING INCOME (LOSS) |
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OTHER INCOME (EXPENSES) |
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Interest income |
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Foreign exchange gain (loss), net |
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Other (loss) income, net |
| ( |
| ( |
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| ( |
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Gain from deregistration of subsidiaries |
| 15 |
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Gain on the bargain purchase | — | — | | — | — | — | ||||||||
Gain on sale of investment available for sale |
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Total other income |
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INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTEREST |
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Income tax expense |
| 10 |
| ( |
| ( |
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| ( |
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NET INCOME |
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Less: Net loss attributable to non-controlling interest |
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NET INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS |
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NET INCOME |
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OTHER COMPREHENSIVE INCOME, NET OF TAX |
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Foreign currency translation adjustments |
| ( |
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Unrealized gains on short-term investments |
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Unrealized holding gains arising during period |
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Less: reclassification adjustment for gains included in net income |
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Other comprehensive (loss) income |
| ( |
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TOTAL COMPREHENSIVE INCOME |
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Net income per share - basic and diluted | 11 |
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Weighted average shares used in calculating basic and diluted net income per share |
| 11 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(All amounts in thousands, except for share and per share data)
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| Attributable to Ambow Education Holding Ltd.’s Equity | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||||
Class A Ordinary | Class C Ordinary | Additional | other | Non- | ||||||||||||||||||
shares | shares | paid-in | Statutory | Accumulated | comprehensive | controlling | Total | |||||||||||||||
Note | Shares | Amount | Shares | Amount | capital | reserves | deficit | income | interest | Equity | ||||||||||||
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| RMB |
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| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB | ||||
Balance as of January 1, 2021 |
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Share-based compensation |
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Issuance of ordinary shares for restricted stock award |
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| ( |
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Foreign currency translation adjustment |
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Unrealized gain on investment, net of income taxes |
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| — |
| — |
| — |
| — |
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| — |
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Net loss |
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| — |
| — |
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| ( |
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| ( |
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Balance as of March 31, 2021 | | | |
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| ( |
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Share-based compensation |
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Issuance of ordinary shares for restricted stock award | | | — | — | ( | — | — | — | — | — | ||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||
Unrealized gain on investment, net of income taxes | — | — | — | — | — | — | — | | — | | ||||||||||||
Net income/(loss) | — | — | — | — | — | — | | — | ( | | ||||||||||||
Balance as of June 30, 2021 | | | | | | | ( | | ( | | ||||||||||||
Balance as of January 1, 2020 | | | | | | | ( | | ( | | ||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | — | | ||||||||||||
Issuance of ordinary shares for restricted stock award | | | — | — | ( | — | — | — | — | — | ||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | | — | | ||||||||||||
Unrealized gain on investment, net of income taxes | — | — | — | — | — | — | — | | — | | ||||||||||||
Impact on adoption of ASC 326 | 3(c) | — | — | — | — | — | — | ( | — | — | ( | |||||||||||
Net income/(loss) | — | — | — | — | — | — | | — | ( | | ||||||||||||
Balance as of March 31, 2020 | | | | | | | ( | | ( | | ||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | — | | ||||||||||||
Issuance of ordinary shares for restricted stock award | | | — | — | ( | — | — | — | — | — | ||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | | — | | ||||||||||||
Unrealized gain on investment, net of income taxes | — | — | — | — | — | — | — | | — | | ||||||||||||
Deregistration of subsidiaries | — | — | — | — | — | ( | | — | — | — | ||||||||||||
Net income/(loss) |
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Balance as of June 30, 2020 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands, except for share and per share data)
For the six months ended June 30, | ||||||
2021 | 2021 | 2020 | ||||
| US$ |
| RMB |
| RMB | |
Cash flows from operating activities |
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Net cash used in operating activities |
| ( |
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Cash flows from investing activities |
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Purchase of available-for-sale investments |
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Proceeds from available-for-sale investments |
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Purchase of held-to-maturity investments |
| ( |
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Maturity and proceeds from held-to-maturity investments |
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Purchase of property and equipment |
| ( |
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Prepayment for leasehold improvement |
| ( |
| ( |
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Purchase of intangible assets |
| ( |
| ( |
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Purchase of subsidiary, net of cash acquired |
| — |
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Purchase of other non-current assets |
| — |
| — |
| ( |
Cash balances at disposed subsidiaries |
| ( |
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Loan to third party | — | — | ( | |||
Net cash provided by investing activities |
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Cash flows from financing activities |
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Proceeds from long-term borrowing |
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Net cash provided by financing activities |
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Effects of exchange rate changes on cash, cash equivalents and restricted cash |
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Net change in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of periods |
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Cash, cash equivalents and restricted cash at end of periods |
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Supplemental disclosure of cash flow information |
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Income tax paid |
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Interest paid |
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Supplemental disclosure of non-cash investing and financing activities: |
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Derecognition of assets other than cash of disposed subsidiaries/deregistered subsidiaries |
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Derecognition of liabilities of disposed subsidiaries/deregistered subsidiaries, net of recognized amount due to the disposed subsidiaries/deregistered subsidiaries |
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Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-7
AMBOW EDUCATION HOLDING LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
a. | Background |
The accompanying condensed consolidated financial statements include the financial statements of Ambow Education Holding Ltd. (the “Company”), its subsidiaries and variable interest entities (“VIEs”) for which the Company or its subsidiaries are the primary beneficiaries. The Company, its subsidiaries and VIEs are hereinafter collectively referred to as the “Group”.
In the six months ended June 30, 2021, the Company established a few new subsidiaries and branch companies, and completed deregistration procedures of certain subsidiaries and branch companies in China.
2. GOING CONCERN
Liquidity and Capital Resources
As of June 30, 2021, the Group’s consolidated current liabilities exceeded its consolidated current assets by RMB
The Group’s principal sources of liquidity have been cash provided by operating activities. The Group had net cash used in operating activities of RMB
The Group's operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage cost and operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability.
From the beginning of 2021, all our K-12 schools, tutoring centers and training offices in China have been in full business operation. Teachers and students of Bay State College and NewSchool in U.S. returned to campus from September 2021. Yet the pandemic continues to be fluid and uncertain, making it difficult to forecast the final impact it could have on our future operations.
There were certain regulatory policy updates in the past period of 2021. On April 7, 2021, Chinese regulatory authorities promulgated an amendment to the Implementation Rules of the Law for Promoting Private Education, which has been effective since September 1, 2021 (the “Implementation Rules”). The Implementation Rules stipulated, among other provisions, that (1) sponsors of private schools may choose to establish schools as either non-profit or for-profit schools, but nine-year compulsory education schools cannot be operated as for-profit schools; (2) foreign-invested enterprises established in China and social organizations whose actual controllers are foreign parties shall not sponsor, participate in or actually control private schools that provide compulsory education; (3) group-based education organizations shall not control non-profit private schools through mergers and acquisitions, franchise agreements and contractual arrangements; and (4) related party transactions entered into by private schools shall be open, fair and just, and shall not harm national interests, school interests, or student or teacher interests. The Group is assessing the impact of the Implementation Rules and formulating different scenarios as compliance measures. There are still significant uncertainties with respect to those scenarios. The Group, however, does not expect any related liquidity concerns in the next 12 months. On July 24, 2021, Chinese regulatory authorities issued a set of guidelines aiming to ease the burden of excessive homework and after-school tutoring on students receiving an elementary school or junior high school education (the “Guidelines”). The Group does not expect its operations to be materially affected by the Guidelines.
F-8
Conclusion
The Group believes that available cash and cash equivalents, short-term investments, available for sale and short-term investments, held to maturity, cash provided by operating activities, together with cash available from the activities mentioned above, should enable the Group to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued and the Group has prepared the consolidated financial statements on a going concern basis. However, the Group continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Group encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, curtailing the Group’s business development activities, suspending the pursuit of its business plan, obtaining credit facilities, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Group will raise additional capital if needed.
3. SIGNIFICANT ACCOUNTING POLICIES
a. | Basis of presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and generally accepted accounting principles in the United States ("U.S. GAAP") for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto, included in the Company’s 2020 Annual Report filed with the SEC on April 8, 2021. The interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year or any future periods.
All amounts in the accompanying unaudited condensed consolidated financial statements and notes are expressed in Renminbi (“RMB”). Amounts in United States dollars (“US$”) are presented solely for the convenience of readers and use an exchange rate of RMB
b. | Revenue recognition |
The Group has adopted ASC 606 Revenue from Contracts with Customers using the modified retrospective transition method from January 1, 2018. The Group’s revenue is generated from delivering educational programs and services and intellectualized operational services.
Disaggregation of revenues
The following table illustrates the disaggregation of revenue by operating segments for the six and three months ended June 30, 2021 and 2020, respectively:
(RMB in thousands) |
| K‑12 Schools |
| CP&CE Programs |
| Consolidated |
| RMB | RMB | RMB | |||
Net Revenues in the six months ended June 30, 2021 |
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Net Revenues in the six months ended June 30, 2020 | ||||||
Net Revenues in the three months ended June 30, 2021 |
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Net Revenues in the three months ended June 30, 2020 | | | |
F-9
Contract Balances
The transferred control of promised services to customers results in the Group’s unconditional rights and conditional consideration receivable on passage of time. Accordingly, as of June 30, 2021 and December 31, 2020, the Group has no other contract assets except for Accounts Receivable, in RMB
Contract liabilities represent the Group has received consideration but has not satisfied the related performance obligations. The tuition and service fees received in advance are the Group’s contract liabilities and presented in deferred revenue in the consolidated balance sheets. The revenue recognized during the six months ended June 30, 2021 that was previously included in the deferred revenue balances as of December 31, 2020 was RMB
The following table provides the deferred revenue balances by segments as of June 30, 2021 and December 31, 2020.
| As of | |||
June 30, 2021 | December 31, 2020 | |||
| RMB |
| RMB | |
Unaudited | ||||
K-12 Schools | | | ||
CP&CE Programs |
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Total |
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c. | Allowance for doubtful accounts |
The Group adopted ASC 326 Financial Instruments – Credit Losses using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit from January 1, 2020 and interim periods therein. Management used an expected credit loss model for the impairment of trading receivables as of period ends. Management believes the aging of accounts receivable is a reasonable parameter to estimate expected credit loss, and determines expected credit losses for accounts receivables using an aging schedule as of period ends. The expected credit loss rates under each aging schedule were developed on basis of the average historical loss rates from previous years, and adjusted to reflect the effects of those differences in current conditions and forecasted changes. Management measured the expected credit losses of accounts receivable on a collective basis. When an accounts receivable does not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance, when receivables are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote.
4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows.
| As of | |||
June 30, 2021 | December 31, 2020 | |||
| RMB |
| RMB | |
Unaudited | ||||
Cash and cash equivalents | | | ||
Restricted cash |
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Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows |
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5. SHORT-TERM INVESTMENTS
Short-term investments consist of held-to-maturity investments and available-for-sale investments.
F-10
Held to maturity investments
Held-to- maturity investments consist of various fixed-income financial products purchased from Chinese commercial banks, which are classified as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The maturities of these financial products are within
While these fixed-income financial products are not publicly traded, the Company estimated that their fair value approximate their amortized costs considering their short-term maturities and high credit quality.
Available-for-sale investments
Investments other than held-to-maturity are classified as available-for-sale investments, which consist of various adjustable-income financial products purchased from Chinese commercial banks. All the available for sale investments did not have maturity date. They are classified as short-term investments on the consolidated balance sheets as management intends to hold them for a period less than one year.
Available-for-sale securities are carried at their fair values and the unrealized gains or losses from the changes in fair values are included in accumulated other comprehensive income. The aging of all the available-for-sale investments were less than 12 months as of June 30, 2021.
The amortized cost, gross unrealized gain in accumulated other comprehensive income, and estimated fair value of investments as of June 30, 2021 and December 31, 2020, are reflected in the tables below:
| As of June 30, 2021 | |||||
Gross unrealized gain | ||||||
in accumulated other | Estimated | |||||
| Amortized Cost |
| comprehensive income |
| Fair value | |
RMB | RMB | RMB | ||||
Unaudited | Unaudited | Unaudited | ||||
Short-term investments: |
|
|
|
|
|
|
Held-to-maturity investments |
|
|
|
|
|
|
Fixed-rate financial products |
| |
| — |
| |
|
|
|
|
|
| |
Available-for-sale investments |
|
|
|
|
|
|
Adjustable-rate financial products |
| |
| |
| |
| As of December 31, 2020 | |||||
Gross unrealized gain | ||||||
in accumulated other | Estimated | |||||
| Amortized Cost |
| comprehensive income |
| Fair value | |
| RMB |
| RMB |
| RMB | |
Short-term investments: |
|
|
| |||
Held-to-maturity investments |
|
|
|
|
|
|
Fixed-rate financial products |
| |
| — |
| |
|
|
|
|
|
| |
Available-for-sale investments |
|
|
|
|
|
|
Adjustable-rate financial products |
| |
| |
| |
F-11
Interest income recognized on held-to-maturity investments for the six months ended June 30, 2021 and 2020 were as follows:
| Six months ended June 30, | |||
| 2021 |
| 2020 | |
| RMB |
| RMB | |
Unaudited | Unaudited | |||
Interest income recognized on held-to-maturity investments | | |
6. ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
| As of | |||
| June 30, 2021 |
| December 31, 2020 | |
| RMB |
| RMB | |
Unaudited | ||||
Accounts receivable | | | ||
Less: Allowance for doubtful accounts |
| ( |
| ( |
Accounts receivable, net |
| |
| |
Allowance for doubtful accounts:
| As of | |||
| June 30, 2021 |
| December 31, 2020 | |
| RMB |
| RMB | |
Unaudited | ||||
Balance at beginning of year/period | ( | ( | ||
Addition |
| ( |
| ( |
Written off |
| |
| |
Balance at end of year/period |
| ( |
| ( |
7. PREPAID AND OTHER CURRENT ASSETS, NET
Prepaid and other current assets consisted of the following:
As of | ||||
June 30, 2021 | December 31, 2020 | |||
| RMB |
| RMB | |
Unaudited | ||||
Amount due from Xihua Group (Note i) | | | ||
Receivable from Zhenjiang operating rights (Note ii) | | | ||
Prepaid input value-added tax | | | ||
Staff advances |
| |
| |
Rental deposits |
| |
| |
Prepayments to suppliers |
| |
| |
Subsidy receivable (Note iii) | | | ||
Others (Note iv) |
| |
| |
Total before allowance for doubtful accounts |
| |
| |
Less: allowance for doubtful accounts |
| ( |
| ( |
Total |
| |
| |
F-12
Allowance for doubtful accounts:
As of | ||||
June 30, 2021 | December 31, 2020 | |||
| RMB |
| RMB | |
Unaudited | ||||
Balance at beginning of year/period | ( | ( | ||
Addition (Note v) |
| — |
| ( |
Written off (Note v) |
| — |
| |
Balance at end of year/period |
| ( |
| ( |
(Note i) A payable balance amounted to RMB
(Note ii) The balance represented the prepaid operating rights to the Zhenjiang Foreign Language School and Zhenjiang International School. The Group started a negotiation of returning the operating right back to the original owner Zhenjiang Education Investment Center in the third quarter of 2011. As a result, the prepaid operating rights have been reclassified as receivable since then. As of June 30, 2021 and December 31, 2020, the payable balance to Zhenjiang Foreign Language School amounted to RMB
(Note iii) On March 6, 2020, Ambow NSAD Inc. acquired
(Note iv) Others mainly included inventories and supplies, prepayments for employees, and other miscellaneous items with trivial amounts.
(Note v) Addition of allowance during the year of 2020 was mainly provided against third parties due to the remote recoverability. Certain provisions were written off after all collection efforts being exhausted and the potentials for recovery were remote.
8. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
As of | ||||
June 30, 2021 | December 31, 2020 | |||
| RMB |
| RMB | |
Unaudited | ||||
Prepaid long-term deposit and loans to lock-up an equity interest investment (Note i) |
| |
| |
Long-term receivables from Jinghan Taihe (Note ii) |
| |
| |
Long-term restricted cash (Note iii) |
| |
| |
Long-term lease deposits |
| |
| |
Equity method investments |
| |
| |
Long-term subsidy receivable (Note 7(iii)) |
| |
| |
Others |
| |
| |
Total |
| |
| |
F-13
(Note i) In April 2019, Beijing Shida Ambow Education Technology Co., Ltd. (“Ambow Shida”) entered into an agreement to lock-up a no-less-than
Beijing Ambow Shengying Education and Technology Co., Ltd. (“Ambow Shengying”) also entered into a series of loan agreements with Dongyuan in 2019 and 2020 with
On April 8, 2020, the Group entered into an equity transfer intention agreement with Dongyuan to agree that the outstanding loans and interest due would be turned into part of consideration for the Group to acquire a no-less-than
(Note ii) As of June 30, 2021, the Group recognized long-term receivables due from Beijing Jinghan Taihe Education Technology Co., Ltd. (“Jinghan Taihe”) of RMB
(Note iii) It includes cash in collateral bank accounts for the issuance of letters of credit in U.S. and cash in special deposit accounts required by the Education Commission to prevent abusive use of educational funds in China.
9. SHORT-TERM BORROWINGS
The following table sets forth the loan agreements of short-term borrowings from banks:
|
|
| Amount |
| Original Amount |
| Annual |
| Repayment | |||
Date | Borrower | Lender | (RMB) | (US$) | Interest Rate | Due Date | ||||||
September 1, 2020 | Ambow Shida | Huaxia Bank | N/A | % | September 1, 2021 | |||||||
May 1, 2020 |
| Bay State College |
| Small Business |
| |
| |
| | % | May 2, 2022 |
In July 2020, the Group mortgaged its office property in Beijing, China with the carry amount of RMB
On May 1, 2020, Bay State College obtained a PPP loan under the CARES Act from the SBA through Bank of America for US$
F-14
10. TAXATION
a. | Value added tax (“VAT”) |
The PRC government implemented a value-added tax reform pilot program, which replaced the business tax with VAT. Since May 2016, the change from business tax to VAT are expanded to all other service sectors which used to be subject to business tax. The VAT rates applicable to the subsidiaries and consolidated variable interest entities of the Group ranged from
As of June 30, 2021 and December 31, 2020, the payable balances for VAT were RMB
b. | Business tax |
In PRC, business taxes used to be imposed by the government on the revenues arising from the provision of taxable services including but not limited to education in the years before 2016. The business tax rates for the Group’s subsidiaries and consolidated variable interest entities ranged from
As of June 30, 2021 and December 31, 2020, the payable balances for business tax were RMB
c. | Income taxes |
Cayman Islands
Under the current laws of Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
The Company’s subsidiaries incorporated in the BVI are not subject to taxation.
Hong Kong
Only one of the Company’s subsidiaries incorporated in Hong Kong is subject to a profit tax rate of
Taiwan
Entity incorporated in Taiwan is subject to Taiwan profit tax at a rate of
F-15
PRC and US
Significant components of the provision for income taxes on earnings for the six months ended June 30, 2021 and 2020 are as follows:
| Six months ended June 30, | |||
| 2021 |
| 2020 | |
| RMB |
| RMB | |
Unaudited | Unaudited | |||
Current: | ||||
PRC |
| |
| |
U.S. |
| |
| |
Deferred: |
|
|
|
|
PRC |
| |
| ( |
U.S. |
| ( |
| ( |
Provision for income tax expenses |
| |
| |
Corporate entities
The PRC Enterprise Income Tax (“EIT”) is calculated based on the taxable income determined under the applicable EIT Law and its implementation rules, which became effective on January 1, 2008. EIT Law imposes a unified income tax rate of
Reconciliation between total income tax expense and the amount computed by applying the PRC statutory income tax rate to income before income taxes is as follows:
| Six months ended June 30, |
| |||
| 2021 |
| 2020 |
| |
| % |
| % |
| |
Unaudited | Unaudited | ||||
PRC statutory income tax rate | | % | | % | |
Impact of different tax rates in other jurisdictions | ( | % | | % | |
Tax effect of preferential tax rate for small enterprises | | % | | % | |
Tax effect of non-deductible expenses |
| | % | | % |
Tax effect of non-taxable income |
| ( | % | ( | % |
Tax effect of tax-exempt entities |
| | % | ( | % |
Tax effect of deemed profit | | % | | % | |
Deferred tax effect of tax rate change |
| | % | | % |
Changes in valuation allowance |
| ( | % | ( | % |
Effective tax rate | | % | | % |
d. | Uncertain tax positions |
A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows:
| As of | |||
| June 30, 2021 |
| December 31, 2020 | |
| RMB |
| RMB | |
Unaudited | ||||
Unrecognized tax benefits |
| |
| |
The amounts of unrecognized tax benefits listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as a non-current liability in the consolidated financial statements since December 31, 2020 due to the fact that the Group does not anticipate payments of cash within one year.
F-16
The Group recognizes interest and penalty charges related to uncertain tax positions as necessary in the provision for income taxes. The Group has a liability for accrued penalty and interest of RMB
However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of uncertain tax positions may result in liabilities which could be materially different from these estimates. In such an event, the Group will record additional tax expense or tax benefit in the period in which such resolution occurs. As of June 30, 2021 and December 31, 2020, there were RMB
In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.
11. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income per share for the periods indicated:
| Six months ended June 30, | |||
| 2021 |
| 2020 | |
| RMB |
| RMB | |
Unaudited | Unaudited | |||
Numerator: | ||||
Numerator for basic and diluted income per share |
| |
| |
Denominator: |
|
| ||
Denominator for basic and diluted income per share weighted average ordinary shares outstanding |
| |
| |
|
| |||
Basic and diluted income per share |
| |
| |
Basic net income (loss) per share is computed using the weighted average number of the ordinary shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the period.
12. LEASES
The Group has operating leases for classrooms, dormitories, offices and certain equipment; and finance lease for a teaching building used by Shenyang K-12 School. For the finance lease, all lease payments have been paid to the landlord from the commencement date of the lease.
The components of lease expense were as follows:
Six months ended June 30, | ||||
| 2021 |
| 2020 | |
RMB | RMB | |||
Unaudited | Unaudited | |||
Operating and short-term lease expense | | | ||
|
| |||
Finance lease expense |
| |
| |
F-17
Supplemental cash flow information related to leases was as follows:
Six months ended June 30, | ||||
| 2021 |
| 2020 | |
RMB | RMB | |||
Unaudited | Unaudited | |||
Cash paid for amounts included in the measurement of lease liabilities: |
|
| ||
Operating cash flows from operating leases |
| |
| |
Operating cash flows from finance lease |
| |
| |
Supplemental balance sheet information related to leases was as follows:
|
| As of |
| ||
| June 30, 2021 |
| December 31, 2020 | ||
| Unaudited | ||||
Weighted-average Remaining Lease Term |
| ||||
Operating leases |
| ||||
Finance lease |
| ||||
Weighted-average Discount Rate |
|
| |||
Operating leases |
| | % | | % |
The Group’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The weighted-average discount rate was calculated using the discount rate for the lease that was used to calculate the lease liability balance for each lease and the remaining balance of the lease payments for each lease as of June 30, 2021 and December 31, 2020, respectively.
The weighted-average remaining lease terms were calculated using the remaining lease term and the lease liability balance for each lease as of June 30, 2021 and December 31, 2020, respectively.
As of June 30, 2021, maturities of lease liabilities were as follows:
|
| Amount |
| RMB | |
| Unaudited | |
2021 (remaining) | | |
2022 |
| |
2023 |
| |
2024 |
| |
2025 |
| |
Thereafter |
| |
Total lease payments |
| |
Less: interest |
| ( |
Total |
| |
Less: current portion |
| ( |
Non-current portion |
| |
As of June 30, 2021, the Group had no material operating or finance leases that had not yet commenced.
Sublease
The Group subleases offices to third parties under operating leases. Sublease income is recorded as a reduction of lease expense in the consolidated statements of operations.
F-18
For the six months ended June 30, 2021 and 2020, gross sublease income of the Group was RMB
13. SEGMENT INFORMATION
The Group offers a wide range of educational and career enhancement services and products focusing on improving educational opportunities for primary and advanced degree school students and employment opportunities for university graduates.
The Group’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Management has classified the reportable segments into
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluates performance based on each reporting segment’s revenues, cost of revenues, gross profit, operating expenses, other income (expense), (loss) income before income tax and non-controlling interests and total assets as follows.
For the six months ended June 30, 2021 (Unaudited)
K-12 | CP&CE | |||||
(RMB in thousands) |
| Schools |
| Programs |
| Consolidated |
RMB | RMB | RMB | ||||
Net Revenues | | | | |||
Cost of revenues |
| ( |
| ( |
| ( |
GROSS PROFIT |
| |
| |
| |
|
|
|
|
|
| |
OPERATING EXPENSES |
|
|
|
|
|
|
Selling and marketing |
| ( |
| ( |
| ( |
General and administrative |
| ( |
| ( |
| ( |
Research and development |
| ( |
| ( |
| ( |
Unallocated corporate expenses |
| — |
| — |
| ( |
Total operating expenses |
| ( |
| ( |
| ( |
|
|
|
|
|
| |
OPERATING INCOME (LOSS) |
| |
| ( |
| |
|
|
|
|
|
| |
OTHER INCOME |
|
|
|
|
|
|
Interest income |
| |
| |
| |
Other (loss), net |
| ( |
| ( |
| ( |
Gain from deregistration of subsidiaries |
| — |
| |
| |
Gain on sale of investment available for sale |
| |
| — |
| |
Unallocated corporate other income |
| — |
| — |
| |
Total other income |
| |
| |
| |
|
|
|
|
|
| |
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS |
| |
| ( |
| |
|
|
|
|
|
| |
Segment assets |
| |
| |
| |
Unallocated corporate assets |
| — |
| — |
| |
TOTAL ASSETS as of June 30, 2021 |
| |
| |
| |
F-19
For the six months ended June 30, 2020 (Unaudited)
| K‑12 | CP&CE | ||||
(RMB in thousands) |
| Schools |
| Programs |
| Consolidated |
| RMB |
| RMB |
| RMB | |
Net Revenues |
| |
| |
| |
Cost of revenues |
| ( |
| ( |
| ( |
GROSS PROFIT |
| |
| |
| |
OPERATING EXPENSES | ||||||
Selling and marketing |
| ( |
| ( |
| ( |
General and administrative |
| ( |
| ( |
| ( |
Research and development |
| — |
| ( |
| ( |
Unallocated corporate expenses |
| — |
| — |
| ( |
Total operating expenses |
| ( |
| ( |
| ( |
OPERATING INCOME (LOSS) |
| |
| ( |
| ( |
OTHER INCOME | ||||||
Interest income |
| |
| |
| |
Foreign exchange gain, net |
| — |
| |
| |
Other (loss) income, net |
| ( |
| |
| |
Loss from deregistration of subsidiaries |
| — | ( | ( | ||
Gain on sale of investment available for sale |
| |
| — |
| |
Unallocated corporate other income |
| — |
| — |
| |
Total other income |
| |
| |
| |
|
|
|
|
|
| |
INCOME (LOSS) BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS |
| | ( |
| |
The following table summarizes the net revenues by geographic areas for the six and three months ended June 30, 2021 and 2020, respectively.
Six months ended June 30, | Three months ended June 30, | |||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |
RMB | RMB | RMB | RMB | |||||
Unaudited | Unaudited | Unaudited | Unaudited | |||||
Net Revenues |
|
|
|
|
|
| ||
PRC |
| |
| |
| | | |
U.S. |
| |
| |
| | | |
Total |
| |
| |
| | |
Net revenues are attributed to areas based on the location where the service is performed to the customers. Other than in PRC and the United States, the Group does not conduct business in any other individual country.
F-20
The following table summarizes long-lived assets by geographic areas as of June 30, 2021 and December 31, 2020, respectively.
As of | ||||
June 30, 2021 | December 31, 2020 | |||
| RMB | RMB | ||
| Unaudited | |||
Long-Lived Assets | ||||
PRC | | | ||
U.S. |
| |
| |
Total |
| |
| |
Long-lived assets represent property and equipment, land use rights, intangible assets, goodwill, operating and finance lease right-of-use assets for each geographic area.
14. RELATED PARTY TRANSACTIONS
a. | Transactions |
The Group entered into the following transactions with related parties:
Six months ended June 30, | ||||
Transactions | 2021 | 2020 | ||
| RMB | RMB | ||
| Unaudited |
| Unaudited | |
Service purchased from Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company |
| ( |
| ( |
Service purchased from Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company | ( | ( | ||
Service purchased from Beijing HJRT Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company |
| ( |
| ( |
F-21
b. | The Group had the following balances with related parties: |
| Amounts due from related parties |
| Amounts due to related parties | |||||
As of | As of | |||||||
Relationship |
| June 30, 2021 |
| December 31, 2020 |
| June 30, 2021 |
| December 31, 2020 |
| RMB |
| RMB |
| RMB |
| RMB | |
Unaudited | Unaudited | |||||||
Shandong Shichuang Software Engineering Co., Ltd., an entity controlled by Executive Principal of Ambow Research Center | — | — | | | ||||
Jinan QCY Intelligent Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company |
| |
| |
| — |
| — |
Beijing QC Technology Company Limited, an entity significantly influenced by a member of management team of the Company | | | | | ||||
URSUS Information Technology (Beijing) Company Limited, an entity significantly influenced by a member of management team of the Company | | | — | — | ||||
Beijing HJRT Technology Co., Ltd., an entity significantly influenced by a member of management team of the Company | | | — | — | ||||
| |
| |
| |
| |
15. GAIN FROM DEREGISTRATION OF SUBSIDIARIES
In the six months ended June 30, 2020 and 2021, the Company closed several subsidiaries through local government and corporate service institutions’ deregistration procedures. Those subsidiaries had no business operations and were in accumulated deficit for years. As a result, the Company recognized gain from deregistration of those subsidiaries in a collective amount of RMB
16. SUBSEQUENT EVENTS
1) | Regulatory Policy on After-School Tutoring |
On July 24, 2021, Chinese regulatory authorities issued a set of guidelines aiming to ease the burden of excessive homework and after-school tutoring on students receiving an elementary school or junior high school education. The Company does not expect its operations to be materially affected by the Guidelines.
The Group has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that there are not any other events that would have required adjustment or disclosure in the financial statements.
F-22