6-K

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 November 2016

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)

18th Floor, Building A, Chengjian Plaza, No. 18,

BeiTaiPingZhuang Road, Haidian District

Beijing 100088

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 o

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): o

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): o

Other Information

Attached hereto as Exhibit 99.1 is press release dated November 30, 2016, announcing the Company’s unaudited financial and operating results for the nine months ended September 30, 2016.

Exhibits

99.1 Press Release, dated November 30, 2016.

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: November 30, 2016

EX-99.1

Exhibit 99.1

Confidential Draft

Ambow Education Announces First Nine Months and Third
Quarter 2016 Unaudited Financial Results 

BEIJING, November 30, 2016 -- Ambow Education Holding Ltd. (“Ambow” or the “Company”), a leading national provider of educational and career enhancement services in China, today announced unaudited financial and operating results for the nine-month and three-month periods ended September 30, 2016.

“We are excited to report a milestone development in our Better Jobs business segment achieved during the third quarter,” commented Dr. Jin Huang, Ambow’s President and Chief Executive Officer. “In September, we entered into a framework agreement with Chongqing University of Arts and Sciences to establish a joint venture (JV) college that offers Internet Application subjects, including Computer Science, Finance, Commerce, Art Design and Big-data Analysis aligned with the Chinese government’s Internet Plus initiative. This JV is our first joint venture college project under our unique Ambow University model. It also marks a significant outcome brought about from the Application-Oriented University Development and Presidents’ Forum hosted by China’s Ministry of Education Science and Technology Development Center earlier this year.”

“Ambow has an extensive, nationwide network of educational resources, including four K-12 schools, delivering services to students in 30 of 31 provinces and autonomous regions in China. Additionally, our training facilities cover 28 provinces and include our innovative career enhancement campus located in the Yangtze River Delta region with over 4,500 beds and 8,000 training desks. It is in this region where we intend to launch our first global community college, in partnership with overseas colleges. With strong corporate relationships, we also provide corporate training services to approximately 5,000 companies annually, and our career enhancement training programs provide extensive job recruiting opportunities. Our nationwide coverage, deep educational experience, and local knowhow all position us well to execute on our commitment to our students to become a life-long learning and career enhancement partner,” added Dr. Huang.

Kia Jing Tan, Chief Financial Officer, added, “Our consistent and disciplined financial control efforts have yielded significant results, reflected by gross profit margin increasing 2.7% to 42.0% for the first nine months of 2016, and by operating expenses decreasing 29.6% year-over-year for the same period, excluding share-based compensation. With strong cash resources of RMB538.7 million in total as of September 30, 2016, and excellent cash flow generation capabilities, we are poised to capture the tremendous growth opportunities ahead of us.”

“We are pleased with the on-going integration of our Company-wide Enterprise Resource Planning (ERP) system and continued enhancements to our Standard Operating Procedure and transparent Vendor Evaluation System. We look forward to completing the ERP migration with all remaining business units by the end of the year and the enhanced operating efficiencies it will bring. In addition, we have integrated Internet of Things (IoT) technology into our facility modernization and development programs. This supports our intelligent classroom concept, boosts resource utilization efficiency and promotes greener energy usage.” concluded Chiao-Ling Hsu, Chief Operating Officer.

Confidential Draft

Financial Highlights For The Nine Months Ended September 30, 2016

· Net revenues were RMB280.9 million, a slight decrease from RMB284.3 million for the first nine months of 2015. The decrease was mainly due to suspension of non-performing business units to solidify the operational base and enhance future growth prospects.

· Gross profit was RMB118.0 million, a 5.5% increase from RMB111.8 million for the same period of 2015. Gross profit margin was 42.0%, compared with 39.3% for the same period of 2015.

· Operating expenses were RMB135.2 million, a 43.7% decrease from RMB240.1 million for the same period of 2015. Excluding share-based compensation expenses, operating expenses for the first nine months of 2016 decreased 29.6% year-over-year. The decrease was mainly due to continued cost-saving initiatives and enhanced operating efficiencies achieved through the new ERP system.

· Loss from continuing operations was RMB18.3 million compared with a loss of RMB177.1 million for the same period of 2015.

· Net loss attributable to the Company was RMB18.4 million, or RMB0.48 per basic and diluted share, compared with a net loss of RMB121.4 million, or RMB3.36 per basic and diluted share, for the same period of 2015.

Net loss for the nine months ended September 30, 2015 excluded a gain of RMB344.1 million from the disposal of 100% interest in Beijing Jinghan Education and Technology Co., Ltd. and Beijing Jinghan Taihe Education Technology Co., Ltd., and the 64% interest in Ambow Jingxue (Beijing) Technology Co., Ltd. and a one-time RMB56.6 million interest expense of convertible loan discounted amortization.

· As of September 30, 2016, the Company continued to maintain strong cash resources of RMB538.7 million in total, including cash and cash equivalents of RMB182.9 million, short-term investments of RMB352.3 million, and restricted cash and term deposits of RMB3.5 million.

· As of September 30, 2016, the Company’s deferred revenue balance was RMB155.8 million, a 34.4% increase from RMB115.9 million as of December 31, 2015. Deferred revenue represents tuition and course fees collected and recognized as revenue proportionally over the period services are provided. The increase was mainly attributable to an increase in tuition and course fees collected in the K-12 business segment with the commencement of a new school year in September 2016.

Confidential Draft

Financial Highlights For The Three Months Ended September 30, 2016

· Net revenues were RMB90.5 million, a 9.4% decrease from RMB99.9 million for the same period of 2015. The decrease was mainly due to suspension of non-performing business units to solidify the operational base and enhance future growth prospects.

· Gross profit was RMB33.3 million, representing margin of 36.8%, compared with 39.4% for the same period of 2015.

· Operating expenses were RMB46.3 million, a 37.6% decrease from RMB74.2 million for the same period of 2015. The decrease was largely driven by effective cost control measures and continued expense reduction. Excluding share-based compensation expenses, operating expenses for the third quarter 2016 decreased 23.1% year-over-year.

· Loss from continuing operations was RMB10.2 million, compared with a loss from continuing operations of RMB37.4 million for the same period of 2015.

· Net loss attributable to the Company was RMB10.1 million, or RMB0.26 per basic and diluted share, compared with a net loss of RMB37.6 million, or RMB1.00 per basic and diluted share, for the same period of 2015.

Recent Developments

· Dr. Ping Wu was appointed as a member of the audit committee of the Company on October 30, 2016.

· On November 22, 2016, the Company held an Annual Meeting of Shareholders to vote on the following proposals which were approved by the majority of the shareholders:

a. to elect each of Ping Wu and John Robert Parks to serve on the Board of Directors of the Company as Class II directors until the 2019 annual meeting of shareholders of the Company or until their respective successors are duly appointed and qualified; and

b. to ratify the appointment of Marcum Bernstein & Pinchuk LLP as the independent auditors of the Company for the fiscal year ending December 31, 2016 relating to financial statements prepared in accordance with generally accepted accounting principles in the United States.

Confidential Draft

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are based on the effective exchange rate of 6.6685 as of September 30, 2016, according to the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

About Ambow Education Holding Ltd.

Ambow Education Holding Ltd. is a leading national provider of educational and career enhancement services in China, offering high-quality, individualized services and products. 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.

Follow us on Twitter: @Ambow_Education

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the outlook for the fourth quarter and full year 2016 and quotations from management in this announcement, as well as Ambow’s strategic and operational plans, contain forward-looking statements. Ambow may also make written or oral forward-looking statements in its reports filed or furnished to the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statements, including but not limited to the following: the Company’s goals and strategies, expansion plans, the expected growth of the content and application delivery services market, the Company’s expectations regarding keeping and strengthening its relationships with its customers, and the general economic and business conditions in the regions where the Company provides its solutions and services. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Ambow undertakes no duty to update such information, except as required under applicable law.

For investor and media inquiries please contact:

Ambow Education Holding Ltd.

Tel: +86-10-6206-8104

The Piacente Group | Investor Relations

Tel: +1 212-481-2050 or +86 10-6535-0147

Email: ambow@tpg-ir.com

- Tables to Follow -

Confidential Draft

AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except for share and per share data)

	As of September 30,						As of December 31,
	2016						2015
	US$			RMB			RMB
ASSETS
Current assets:
Cash and cash equivalents		27,428			182,905			246,303
Restricted cash		352			2,350			2,050
Term deposits		172			1,150			1,150
Short term investments, available for sale		38,492			256,682			103,602
Short term investments, held to maturity		14,339			95,620			151,790
Accounts receivable, net		3,523			23,495			11,278
Amounts due from related parties		275			1,831			1,847
Prepaid and other current assets		23,745			158,341			156,104
Consideration receivable		1,275			8,500			8,500
Total current assets		109,601			730,874			682,624
Non-current assets:
Property and equipment, net		13,355			89,055			94,982
Land use rights, net		285			1,903			1,937
Intangible assets, net		14,522			96,839			103,394
Goodwill		13,001			86,700			85,988
Deferred tax assets, net		4,740			31,606			33,903
Other non-current assets, net		783			5,222			5,097
Total non-current assets		46,686			311,325			325,301
Total assets		156,287			1,042,199			1,007,925
LIABILITIES
Current liabilities:
Short-term borrowings  *		-			-			2,300
Deferred revenue  *		23,370			155,846			115,886
Accounts payable  *		3,935			26,225			28,391
Accrued and other liabilities  *		55,907			372,817			367,357
Income taxes payable  *		48,598			324,077			317,785
Amounts due to related parties  *		1,149			7,662			7,662
Total current liabilities		132,959			886,627			839,381
Non-current liabilities:
Deferred tax liabilities  *		3,569			23,798			25,721
Total liabilities		136,528			910,425			865,102
EQUITY
Preferred shares
(US$ 0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of September 30, 2016 and December 31, 2015)		-			-			-
Ordinary shares
(US$0.003 par value; 40,000,000 and 40,000,000 shares authorized, 38,610,875 and 38,265,177 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively)		108			724			717
Additional paid-in capital		517,540			3,451,215			3,445,408
Statutory reserve		12,147			81,005			81,005
Accumulated deficit		(510,882	)		(3,406,815	)		(3,388,447	)
Accumulated other comprehensive income		857			5,716			5,113
Total Ambow Education Holding Ltd.’s equity		19,770			131,845			143,796
Non-controlling interests		(11	)		(71	)		(973	)
Total equity		19,759			131,774			142,823
Total liabilities and equity		156,287			1,042,199			1,007,925

*  All of the VIE's assets can be used to settle obligations of their primary beneficiary. Liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company's general assets.                        

Confidential Draft

AMBOW EDUCATION HOLDING LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in thousands, except for share and per share data)

	For the nine months ended September 30,									For the three months ended September 30,
	2016			2016			2015			2016			2016			2015
	US$			RMB			RMB			US$			RMB			RMB
NET REVENUES
Educational program and services		42,127			280,921			284,316			13,567			90,473			99,856
COST OF REVENUES
Educational program and services		(24,437	)		(162,961	)		(172,553	)		(8,569	)		(57,142	)		(60,408	)
GROSS PROFIT		17,690			117,960			111,763			4,998			33,331			39,448
Operating expenses:
Selling and marketing		(4,595	)		(30,642	)		(40,693	)		(1,409	)		(9,397	)		(12,193	)
General and administrative		(14,678	)		(97,880	)		(194,918	)		(5,104	)		(34,038	)		(60,784	)
Research and development		(860	)		(5,732	)		(4,536	)		(284	)		(1,893	)		(1,211	)
Impairment loss		(140	)		(934	)		-			(140	)		(934	)		-
Total operating expenses		(20,273	)		(135,188	)		(240,147	)		(6,937	)		(46,262	)		(74,188	)
OPERATING LOSS		(2,583	)		(17,228	)		(128,384	)		(1,939	)		(12,931	)		(34,740	)
OTHER INCOME (EXPENSES)
Interest income (expense), net		783			5,223			(56,155	)		135			901			730
Foreign exchange gain (loss), net		9			63			236			(2	)		(14	)		1,045
Other income (expense), net		(84	)		(559	)		2,873			514			3,425			(1,773	)
Gain on sale of investment available for sale		217			1,450			-			181			1,204			-
Total other income (expenses)		925			6,177			(53,046	)		828			5,516			2
LOSS BEFORE INCOME TAX, NON-CONTROLLING INTEREST, AND DISCONTINUED OPERATIONS		(1,658	)		(11,051	)		(181,430	)		(1,111	)		(7,415	)		(34,738	)
Income tax benefit (expense)		(1,082	)		(7,215	)		4,291			(420	)		(2,801	)		(2,613	)
LOSS FROM CONTINUING OPERATIONS		(2,740	)		(18,266	)		(177,139	)		(1,531	)		(10,216	)		(37,351	)
Income from and gain on sale of discontinued operations, net of income tax		-			-			344,099			-			-			-
NET INCOME (LOSS)		(2,740	)		(18,266	)		166,960			(1,531	)		(10,216	)		(37,351	)
Less: Net income/(loss) attributable to non-controlling interest from continuing operations		15			102			837			(11	)		(72	)		295
Less: Net income attributable to non-controlling interests on sale of discontinued operations		-			-			11			-			-			-
NET INCOME (LOSS) ATTRIBUTABLE TO AMBOW EDUCATION HOLDING LTD.		(2,755	)		(18,368	)		166,112			(1,520	)		(10,144	)		(37,646	)
Net loss from continuing operations per share- basic and diluted		(0.07	)		(0.48	)		(4.93	)		(0.04	)		(0.26	)		(1.00	)
Net income from discontinued operations per share- basic and diluted		-			-			9.53			-			-			-
Weighted average shares used in calculating basic net income (loss) per share		38,411,480			38,411,480			36,109,151			38,552,702			38,552,702			37,780,846