Ambow Education (AMBO) to Implement ADS Ratio Change

Ambow Education Holding Ltd. (NYSE American: AMBO) today announced its plan to change the ratio of its American depositary shares ("ADSs") to its Class A ordinary shares from one (1) ADS, representing two (2) Class A ordinary shares, to one (1) ADS representing twenty (20) Class A ordinary shares (the "ADS Ratio Change"). The ADS Ratio Change is expected to become effective on or about February 20, 2024, U.S. Eastern Time (the "Effective Date").

The ADS Ratio Change will have the same effect as a one-for-10 reverse ADS split for ADS holders. The ADS Ratio Change will have no impact on the Company's underlying Class A ordinary shares, and no Class A ordinary shares will be issued or canceled in connection with the ADS Ratio Change. On the Effective Date, holders of the ADSs will be required to surrender and exchange every ten (10) then-held ADSs for one (1) new ADS. Holders of ADSs in the Direct Registration System ("DRS") and in The Depository Trust Company ("DTC") will have their ADSs automatically exchanged and need not take any action. Citibank, N.A., as the depositary bank for the Company's ADS program (the "Depositary"), will arrange for the exchange.

No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary, and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary.

The ADSs will continue to be traded on NYSE American under the symbol "AMBO." The Company expects this ratio change will restore the Company's compliance with the NYSE American's continued listing standards, as set forth by the NYSE and disclosed by Ambow on October 10, 2023. As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally. The Company can give no assurance that the ADS price after the ADS Ratio Change will be proportionally equal to or greater than the previous ADS price prior to the change.

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