Ambow Education Announces Second Half and Full-Year 2022 Financial Results

Unveils Strategy to Lead Emerging Hybrid Education Market

CUPERTINO,Calif.,April 28,2023 --Ambow Education Holding Ltd. (NYSE American: AMBO) ("Ambow" or the "Company"),a technology-driven educational company with primary operations in the United States,today announced its financial and operating results for the second half[1] and full fiscal year[2],ended December 31,2022.

"During the second half of 2022,we completed the sale of our overseas assets and transitioned our business operations to the U.S. where we introduced HybriU,our industry-leading hybrid learning platform designed to tackle the challenges of the new education paradigm," said Dr. Jin Huang,Ambow's President,Chief Executive Officer and acting Chief Financial Officer. "We believe that HybriU brings the education industry its first fully integrated,interactive,online and offline instruction platform. This places Ambow at the cutting edge of a game-changing transition toward hybrid learning with HybriU's ability to facilitate borderless education opportunities by removing historical barriers between online and offline,languages and regions,as well as academia and industry.

"In 2023,we will continue to build out our U.S. operations by expanding our sales network to establish strategic partnerships with top-tier educational institutions and leading corporations,with a primary focus on the rapidly growing higher education market. While we work diligently to deploy our innovative technology,we maintain solid cash resources of approximately US$ 7.7 million as of December 31,2022. As always,we remain committed to creating sustainable,long-term value for all our stakeholders as we leverage our expertise in the education industry to take us into our next phase of growth," concluded Dr. Huang.

[1]Financial results for the second half of 2022 have not been audited or reviewed by the Company's independent registered accounting firm.

[2]Financial results for the full fiscal year ended December 31,2022 have been audited by the Company's independent registered accounting firm.

Ambow Provides Update on Strategic Operations in the U.S. with New HybriU Platform

Ambow is wholly dedicated to offering connective technology that can dramatically decrease the historical barriers between online and offline education,languages,regions,academia and industry.During the second half of 2022,the Company transitioned its business to an exclusive focus on operations in the U.S.,powered by its HybriU education technology platform. HybriU's first-to-market,patented technology solutions are ideally positioned to meet the rapidly growing global demand for higher education and workforce training.As the education market begins to grow beyond purely online and offline models of learning,HybriU's advanced platform capabilities place Ambow at the forefront of the global education market's transition toward a hybrid learning model.

Designed to address the specific needs of colleges,universities and corporations across the world,HybriU empowers these institutions to convert traditional teaching and training facilities into hybrid classrooms and laboratories in a scalable,affordable manner. The platform provides instant AI translation,simultaneous content creation and SaaS-based right-fit IT solutions. To date,HybriU has been deployed at Ambow's fully owned and operated U.S.-based schools,providing case studies in success for Ambow's potential scope and reach.

Ambow is targeting deployment of its HybriU solution in large U.S. markets such as leading colleges,universities and corporations,and particularly those that have historically relied on offline instruction and training. This includes top-tier universities that wish to make their courses available to audit students,as well as smaller colleges that need to increase their enrollment through out-of-state and international students. In addition,the Company is seeking to deploy HybriU in industry-leading corporations,helping to connect the global workforce with regional or international offices,outside trainers,or academic institutions.

Ambowbelieves HybriU's connective technology will be invaluable in decreasing the traditional barriers that have existed between students and employees from different regional and linguistic backgrounds,and that it will help to facilitate a global transition toward hybrid education and training,where Ambow is ideally positioned to lead this growing revolution.

Fourth Quarter 2022 Financial Highlights

Net revenues from continuing operations in the fourth quarter of 2022 were RMB 22.6 million (US$ 3.3 million),compared with RMB 29.7 million (US$ 4.7 million) in the same period of 2021. The decrease was primarily driven by lower student enrollment.

Gross loss from continuing operations in the fourth quarter of 2022 was RMB 5.2 million (US$ 0.8 million),compared with gross profit of RMB 2.0 million (US$ 0.3 million) in the same period of 2021. Gross profit margin was negative 23.2%,compared with positive 6.8% in the fourth quarter of 2021. The decrease in gross profit was mainly attributable to the decrease in net revenues due to lower student enrollment during the period.

Operating expenses from continuing operations in the fourth quarter of 2022 decreased by 79.8% to RMB 5.2 million (US$ 0.8 million) from RMB 25.7 million (US$ 4.0 million) in the same period of 2021. The decrease was primarily due to stringent expense controls to improve operating efficiency,primarily driven by decreased rental expense associated with college campus during the period.

Operating loss from continuing operations in the fourth quarter of 2022 improved to RMB 10.4 million (US$ 1.5million),compared with a loss of RMB 23.6 million (US$ 3.7 million) in the same period of 2021.

Net loss attributable to the Company's ordinary shareholders from continuing operations improved to RMB 6.1 million (US$ 0.9 million),or RMB 0.12 (US$ 0.02) per basic and diluted share,compared with a loss of RMB 23.2 million (US$ 3.7 million),or RMB 0.50 (US$ 0.08) per basic and diluted share,in the same period of 2021.

Full Fiscal Year 2022 Financial Highlights

Net revenues from continuing operations in fiscal year 2022 decreased by 9.8% to RMB 102.4 million (US$ 14.8 million) from RMB 113.5 million (US$ 17.8 million) in 2021. The decrease was primarily driven by lower student enrollment.

Gross loss from continuing operations in fiscal year 2022 was RMB 0.6 million (US$ 0.1 million),decreasing from gross profit of RMB 12.4 million (US$ 1.9 million) in 2021. The decrease in gross profit was mainly attributable to the decrease in net revenues due to lower student enrollment.

Operating expenses from continuing operations in fiscal year 2022 decreased by 3.7% to RMB 64.9 million (US$ 9.4 million) from RMB 67.4 million (US$ 10.6 million) in 2021. The decrease was primarily attributable to lower selling and marketing expense due to decreased marketing activities as the Company transitioned its business operations to the U.S.,and the enactment of strict expense control measures. The decrease was partially offset by increased general and administrative expense due to the grant of restricted shares to senior management,as well as the impairment loss during the period.

Operating loss from continuing operations in fiscal year 2022 was RMB 65.4 million (US$ 9.5 million),compared to an operating loss of RMB 55.0 million (US$ 8.6 million) in 2021.

Net loss attributable to the Company's ordinary shareholders from continuing operations was RMB 63.8 million (US$ 9.3 million),or RMB 1.29 (US$ 0.19) per basic and diluted share,compared with a loss of RMB 42.6 million (US$ 6.7 million),or RMB 0.91 (US$ 0.14) per basic and diluted share in 2021.

As of December 31,2022,Ambow maintained strong cash resources of RMB 52.9 million (US$ 7.7 million),comprised of cash and cash equivalents of RMB 22.8 million (US$ 3.3 million) and restricted cash of RMB 30.1 million (US$ 4.4 million).

Subsequent Events

On February 28,2023,the Company consummated a private placement of ordinary shares and an accompanying warrant to an institutional investor,generating total proceeds of US$2.0 million. The warrant is exercisable upon issuance and has a three-year term from the exercise date. The exercise price of the warrant is US$0.80 pershare. As of the date of this report,the warrant hadnot been issued.

On January 19,the New England Commission of Higher Education ("NECHE") informed Bay State College ("BSC") of its intention to withdraw BSC's accreditation as of August 31,2023. Ambow hasfiled an appeal for the decision. On March 20,the appeal panel of NECHE affirmed NECHE's decision to withdraw. Without NECHE accreditation,Bay State College will not be able to disburse Title IV funding to its students for classes after August 2023,and will not be able to disburse VA funding to its students for classes after Spring semester ends.

As part of Ambow's strategic initiatives,the Company expects its future growth to be powered by the integration of its Hybri-U learning platform within higher-education institutions and corporate learning markets that it is targeting across the U.S.

Exchange Rate Information

This announcement contains conversions of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted,all amounts converted from RMB to U.S. dollars for the third quarter is based on the effective exchange rate of 7.1135 as of September 30,2022; all amounts converted from RMB to U.S. dollars for the fourth quarter and fiscal year of 2022 are based on the effective exchange rate of 6.8972 as of December 30,2022.The exchange rates were according to the middle rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board. Fluctuations in financial highlights are based on RMB amounts.

About Ambow

Ambow Education Holding Ltd. is a technology-driven educational company with primary operations in the United States. Through the operation of its for-profit colleges and dynamic patented open platform technology,Ambow offers high-quality,individualized,and dynamic career education services and products.

Follow us on Twitter: @Ambow_Education

Safe Harbor Statement

This press release contains statements of a forward-looking nature. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as "will," "expects," "believes," "anticipates," "intends," "estimates" and similar statements. These forward- looking statements involve known and unknown risks and uncertainties and are based on current expectations,assumptions,estimates and projections about Ambow and the industry. All information provided in this press release is as of the date hereof,and Ambow undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances,or changes in its expectations,except as may be required by law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable,it cannot assure you that its expectations will turn out to be correct,and investors are cautioned that actual results may differ materially from the anticipated results.

For more information,please contact:

Ambow Education Holding Ltd.

Email: ir@ambow.com

Rasky Partners | Media

jgriffin@rasky.com

The Piacente Group | Investor Relations

Tel: +1-212-481-2050 or +86-10-6508-0677

E-mail: ambow@tpg-ir.com

AMBOW EDUCATION HOLDING LTD.

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands,except for share and per share data)

As of December 31,

As of December 31,

2022

2021

US$

RMB

RMB

ASSETS

Current assets:

Cash and cash equivalents

3,308

22,819

26,753

Restricted cash

4,362

30,084

-

Accounts receivable,net

1,983

13,679

11,961

Prepaid and other current assets

6,171

42,560

6,261

Current assets of discontinued operations

-

-

335,135

Total current assets

15,824

109,142

380,110

Non-current assets:

Property and equipment,net

276

1,906

2,654

Intangible assets,net

537

3,703

7,790

Operating lease right-of-use asset

6,909

47,653

146,732

Other non-current assets

1,970

13,587

18,832

Non-current assets of discontinued operations

-

-

414,044

Total non-current assets

9,692

66,849

590,052

Total assets

25,516

175,991

970,162

LIABILITIES

Current liabilities:

Short-term borrowings

3,029

20,894

103

Deferred revenue

-

-

5,403

Accounts payable

2,393

16,505

18,143

Accrued and other liabilities

3,737

25,773

17,738

Income taxes payable,current

528

3,645

3,337

Operating lease liability,current

2,218

15,299

27,584

Current liabilities of discontinued operations

-

-

526,345

Total current liabilities

11,905

82,116

598,653

Non-current liabilities:

Operating lease liability,non-current

5,744

39,616

123,804

Non-current liabilities of discontinued operations

-

-

101,023

Total non-current liabilities

5,616

224,827

Total liabilities

17,649

121,732

823,480

EQUITY

Preferred shares

(US$ 0.003 par value; 1,666,667 shares authorized,

nil issued and outstanding as of December 31,

2021 and 2022)

-

-

-

Class A Ordinary shares

(US$ 0.003 par value; 66,667 and 66,667

shares authorized; 41,973,276 and 47,419,109

shares issued and outstanding as of December

31,2021 and 2022,respectively)

131

903

795

Class C Ordinary shares

(US$ 0.003 par value; 8,333,333 and 8,333

shares authorized; 4,708,415 and 4,415

shares issued and outstanding as of December

31,respectively)

13

90

90

Additional paid-in capital

515,182

3,553,315

3,545,955

Statutory reserve

-

-

3,837

Accumulated deficit

(508,757)

(3,509,002)

(3,415,771)

Accumulated other comprehensive income

1,298

8,953

11,291

Total Ambow Education Holding Ltd.'s equity

7,867

54,259

146,197

Non-controlling interests

-

-

485

Total equity

7,682

Total liabilities and equity

25,162

AMBOW EDUCATION HOLDING LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(All amounts in thousands,except for share and per share data)

For the three months ended September 30,

For the three months ended December 31,

2022

2022

2021

2022

2022

2021

US$

RMB

RMB

US$

RMB

RMB

NET REVENUES

Educational program and

services

2,351

16,727

16,916

3,274

22,582

29,688

COST OF REVENUES

Educational program and

services

(4,232)

(30,101)

(23,796)

(4,033)

(27,815)

(27,665)

GROSS LOSS

(1,881)

(13,374)

(6,880)

(759)

(5,233)

2,023

Operating expenses:

Selling and marketing

(283)

(2,012)

(4,477)

(95)

(656)

(8,009)

General and administrative

(1,201)

(8,543)

(9,670)

(655)

(4,520)

(17,648)

Impairment loss

(637)

(4,534)

-

-

-

-

Total operating expenses

(2,121)

(15,089)

(14,147)

(750)

(5,176)

(25,657)

OPERATING LOSS

(4,002)

(28,463)

(21,027)

(1,509)

(10,409)

(23,634)

OTHER INCOME

(EXPENSES)

Interest (expenses) income

(34)

(239)

359

1

7

829

Foreign exchange (loss) gain,

net

-

(1)

(1)

-

2

(1)

Other (expenses) income,net

(33)

(235)

(315)

661

4,556

(750)

Gain on forgiven PPP loan

-

-

9,305

-

-

-

Total other (expenses) income

(67)

(475)

9,348

662

4,565

78

LOSS BEFORE INCOME

TAX AND NON-

CONTROLLING

INTEREST

(4,069)

(28,938)

(11,679)

(847)

(5,844)

(23,556)

Income tax benefit (expenses)

1

8

3,322

(33)

(231)

316

LOSS FROM CONTINUING

OPERATIONS

(4,068)

(28,930)

(8,357)

(880)

(6,075)

(23,240)

(Loss) Income from and on

sale of discontinued

operations,net of income

tax

(923)

(6,563)

39,947

4,794

33,066

(13,938)

NET (LOSS) INCOME

(4,991)

(35,493)

31,590

3,914

26,991

(37,178)

Less: Net loss attributable to

noncontrolling interests

from continuing operations

-

-

-

-

-

Less: Net loss attributable to

noncontrolling interests

from discontinued

operations

(35)

(250)

(302)

(29)

(202)

(177)

NET LOSS ATTRIBUTABLE

TO ORDINARY

SHAREHOLDERS FROM

CONTINUING

OPREATIONS

(4,240)

NET (LOSS) INCOME

ATTRIBUTABLE TO

ORDINARY

SHAREHOLDERS FROM

DISCONTINUED

OPREATIONS

(888)

(6,313)

40,249

4,823

33,268

(13,761)

NET (LOSS) INCOME

ATTRIBUTABLE TO

ORDINARY

SHAREHOLDERS

(4,956)

(35,243)

31,892

3,943

27,193

(37,001)

OTHER

COMPREHENSIVE

(LOSS) INCOME,NET

OF TAX

Foreign currency translation

adjustments

(278)

(1,979)

147

104

720

(440)

Unrealized (loss) gain on short

term investments

-

-

(382)

-

-

60

Other comprehensive (loss)

income

(278)

(1,979)

(235)

104

720

(380)

TOTAL

COMPREHENSIVE

(LOSS) INCOME

(5,269)

(37,472)

31,355

4,018

27,711

(37,558)

Net loss from continuing

operations per share –

basic and diluted

(0.08)

(0.56)

(0.18)

(0.02)

(0.12)

(0.50)

Net (loss) income from

discontinued operations per

share – basic and diluted

(0.02)

(0.12)

0.86

0.09

0.64

(0.29)

Weighted average shares used

in calculating basic and

diluted net (loss) income

per share

52,110,948

52,948

46,660,127,524

52,524

46,673,494

AMBOW EDUCATION HOLDING LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(All amounts in thousands,except for share and per share data)

For the years ended December 31,

2022

2022

2021

US$

RMB

RMB

NET REVENUES

Educational program and services

14,840

102,352

113,534

COST OF REVENUES

Educational program and services

(14,924)

(102,933)

(101,138)

GROSS (LOSS) PROFIT

(84)

(581)

12,396

Operating expenses:

Selling and marketing

(1,487)

(10,256)

(19,968)

General and administrative

(7,260)

(50,074)

(47,436)

Impairment loss

(657)

(4,534)

-

Total operating expenses

(9,404)

(64,864)

(67,404)

OPERATING LOSS

(9,488)

(65,445)

(55,008)

OTHER INCOME (EXPENSES)

Interest (expenses) income

(101)

(698)

1,515

Other income (expenses),net

500

3,451

(1,657)

Loss on disposal of subsidiaries

(163)

(1,124)

-

Gain on forgiven PPP loan

-

-

9,305

Total other income

236

1,629

9,163

LOSS BEFORE INCOME TAX AND NON-CONTROLLING INTEREST

(9,252)

(63,816)

(45,845)

Income tax benefit

-

-

3,220

LOSS FROM CONTINUING OPERATIONS

(9,816)

(42,625)

(Loss) Income from and on sale of discontinued operations,net of income tax

(5,056)

(34,871)

44,629

NET (LOSS) INCOME

(14,308)

(98,687)

2,004

Less: Net loss attributable to noncontrolling interests from continuing operations

-

-

-

Less: Net loss attributable to noncontrolling interests from discontinued operations

(235)

(1,619)

(998)

NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS FROM

CONTINUING OPREATIONS

(9,625)

NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

FROM DISCONTINUED OPREATIONS

(4,821)

(33,252)

45,627

NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY

SHAREHOLDERS

(14,073)

(97,068)

3,002

OTHER COMPREHENSIVE LOSS,NET OF TAX

Foreign currency translation adjustments

(339)

(2,338)

(711)

Unrealizedlossonshortterminvestments

-

-

(99)

Other comprehensive loss

(339)

(2,338)

(810)

TOTAL COMPREHENSIVE (LOSS) INCOME

(14,647)

(101,025)

1,194

Net loss from continuing operations per share – basic and diluted

(0. 19)

(1. 29)

(0.91)

Net (loss) income from discontinued operations per share – basic and diluted

(0.10)

(0.67)

0.98

Weighted average shares used in calculating basic and diluted net (loss) income per

share

49,458,266

49,266

46,654,853