Ambow Education Holding Ltd. (Form: 6-K, Received: 06/04/2015 06:31:07)

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 June 2015

Commission File No. 001-34824

Ambow Education Holding Ltd.

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 Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

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): ____

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): ____

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12 g 3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 - ___

Other Information

Attached hereto as Exhibit 99.1 is a Notice of Extraordinary General Meeting of Shareholders and Proxy Statement of Ambow Education Holding Ltd. (the “Company”). A copy of the Notice and Proxy Statement has been mailed to each of the Company’s Class A Shareholders and holders of the Company’s ADRs.

Exhibits

99.1	PROXY STATEMENT

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:	Jin Huang
	Title:	Chairman and Chief Executive Officer

Dated: June 4, 2015

Exhibit 99.1

AMBOW EDUCATION HOLDING LTD.

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

BeiTaiPingZhuang Road, Haidian District, Beijing

100088

People’s Republic of China

June 4, 2015

Dear Shareholder:

We cordially invite you to attend an extraordinary general meeting, or the Meeting, of shareholders of Ambow Education Holding Ltd., or the Company, to be held at 10:00 a.m. on June 30, 2015 (Taiwan time), at Howard Civil Service International House, No. 30 Section 3, Hsinsheng South Road, Taipei 10660, Taiwan.

The Company’s formal notice of the Meeting, a copy of which is enclosed, and the Proxy Statement appearing on the following pages describe in detail the matters to be acted upon at the Meeting.

The close of business on June 2, 2015 has been fixed as the record date for the determination of shareholders of ordinary shares entitled to receive the notice of and vote at the Meeting or any adjournments thereof. Holders of the Company's American depositary shares ("ADSs") who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company's ADS program, Citibank, N.A.

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, if you do not intend to attend the Meeting personally after reading the enclosed Notice of Extraordinary General Meeting of Shareholders and accompanying Proxy Statement, please sign, date and mail the enclosed proxy card in the envelope provided in accordance with the instructions on your proxy card.

We look forward to seeing as many of you as can attend at the Meeting.

June 4, 2015

Sincerely,

/s/ Jin Huang

Jin Huang

Chairman of the Board

IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN

THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE

VOTING SECURITIES

Only holders of Class A ordinary shares of the Company (“Class A Shares”) of record at the close of business on June 2, 2015, are entitled to vote at the Extraordinary General Meeting of Shareholders (the “Meeting”). Each Class A Share shall be entitled to one (1) vote on all matters subject to the vote at the Meeting.

On the record date, the Company had outstanding and entitled to vote 1,135,792,678 Class A Shares, including 2,367,296 underlying ordinary shares held of record by the Depositary Trust Company (“DTC”), under the nominee name Cede & Co., on behalf of DTC participants. Not less than one-third the outstanding Class A Shares represented at the Meeting in person or by proxy shall constitute a quorum.

The affirmative vote of a simple majority of the Class A Shares present and entitled to vote at the Meeting is required for the approval of ordinary resolutions. The affirmative vote of a two-thirds majority of the Class A Shares present and entitled to vote at the Meeting is required for the approval of special resolutions. A resolution is an ordinary resolution unless it is expressed to be a special resolution. Any Class A Shares not voted (whether by abstention, broker non-vote or otherwise) in respect to any matter are not considered as votes cast.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of May 26 , 2015, certain information concerning the beneficial ownership of the Class A Shares by (i) each shareholder known by the Company to own beneficially five percent or more of the outstanding Class A Shares; (ii) each director and the nominee for director of the Company; (iii) each executive officer of the Company; and (iv) all executive officers and directors of the Company as a group, and their percentage ownership and voting power.

Unless otherwise indicated, the address of such individual is c/o Ambow Education Holding Ltd., 18th Floor, Building A, Chengjian Plaza, No. 18, BeiTaiPingZhuang Road, Haidian District, Beijing 100088, China.

Name	# of Class A Shares		Percentage of Total Class A Shares (%)
Jin Huang (2)		146,132,402		12.86
Kia Jing Tan		-		-
Senlei Huang		-		-
Xuejun Xie		-		-
Jianguo Xue		-		-
Yigong Justin Chen		-		-
Ping Wu (3)		98,251,973		8.67
Winston Sim		-		-
John Porter (4)		635,244,253		56.05
Ralph Parks		-		-
Yan Hui-Ma		-		-
*All executive officers and directors of the Company as a group (11 persons)(5)*		906,495,903		79.81

5% and Greater Shareholders	# of Class A Shares		Percentage of Total Class A Shares (%)
China Education Investment Holding Ltd.(6)		635,244,253		56.05
Jin Huang (2)		146,132,402		12.86
Summitview Investment Fund I, L.P. (7)		98,251,973		8.67
Investment entities affiliated with Baring Private Equity (8)		98,413,450		8.68

(1)		In computing the number of Class A Shares beneficially owned by a person and the percentage ownership of a person, Class A Shares subject to options, warrants or other derivative securities held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding. Such Class A Shares, however, are not deemed outstanding for purposes of computing the percentage ownership of each other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Shares.

(2)	Dr. Huang owns 146,132,402 Class A Shares, out of which 12,600,000 was converted from Class B Shares on January 21, 2015.

(3)	The Class A Shares are held by SummitView Investment Fund I, L.P. Mr. Wu disclaims beneficial ownership of all Shares held by SummitView Investment Fund I, L.P., except to the extent of his pecuniary interest therein. The business address of Mr. Wu is Room 1101, Block E of Poly Plaza, No. 18 Dongfang Road, Shanghai 200120, China.

(4)	Mr. Porter is the sole director of China Education Investment Holding Limited (“CEIHL”). As the sole director, he has sole voting and dispositive power over the 501,508,621 Class A Shares, which represent in the aggregate approximately 54.6% of the Class A Shares deemed outstanding, under Rule 13d-3 pursuant to the terms of the Loan Agreement described in Item 4 of CEIHL’s Schedule 13D filed on September 9, 2014. Pursuant to Rule 13d-3, the entire amount of the convertible loan (consisting of an aggregate principal amount of US$48 million which is convertible into an aggregate of 972,782,696 Class A Shares pursuant to the Loan Agreement following approval by the Company’s shareholders of an increase of 149,339,530 Class A Shares in the authorized share capital of the Company) of which to date 501,508,621 shares have been converted and issued, was deemed to be converted for purposes of calculating the total amount of outstanding Class A Shares and percentages of the Class A Shares owned by CEIHL. Consequently, all Class A Share amounts and percentages have been determined by assuming full conversion of the convertible loan into Class A Shares.

	On September 5, 2014, CEIHL converted US$31.7 million of the convertible loans and became the registered holder of 501,508,621 Class A Shares.

	On March 5, 2015, CEIHL converted US$6.3 million of the convertible loan and became the registered holder of 133,735,632 Class A Shares. In total, CEIHL owns 635,244,253 Class A Shares, representing 56.05% ownership interest.

(5)	Includes Class A Shares and options to purchase Class A Shares held by all of our directors and executive officers as a group.

(6)	CEIHL owns 501,508,621 Class A Shares, which represent in the aggregate approximately 54.6% of the Class A Shares deemed outstanding, under Rule 13d-3 pursuant to the terms of the Loan Agreement described in Item 4 of CEIHL’s Schedule 13D filed on September 9, 2014. Pursuant to Rule 13d-3, the entire amount of the convertible loan (consisting of an aggregate principal amount of US$48 million which is convertible into an aggregate of 972,782,696 Class A Shares pursuant to the Loan Agreement following approval by our shareholders of an increase of 149,339,530 Class A Shares in the authorized share capital of the Company) of which to date, 501,508,621 Class A Shares have been converted and issued, was deemed to be converted for purposes of calculating the total amount of outstanding Class A Shares and percentages of the Class A Shares owned by CEIHL. Consequently, all Class A Share amounts and percentages have been determined by assuming full conversion of the convertible loan into Class A Shares. Mr. John Porter, is the sole director of CEIHL and is deemed to be the beneficial owner of the Class A Shares.

	On September 5, 2014, CEIHL converted US$31.7 million of the convertible loans and became the registered holder of 501,508,621 Class A Shares.

	On March 5, 2015, CEIHL converted US$6.3 million of the convertible loan and became the registered holder of 133,735,632 Class A Shares. In total, CEIHL owns 635,244,253 Class A Shares, representing 56.05% ownership interest.

(7)	SummitView Investment Fund I, L.P. owns 98,251,973 Class A Shares.

(8)	Includes 3,411,650 Class A Shares held by Baring Private Equity Asia V Holding (4) Limited, and 11,417,030 Class A Shares held by Campus Holdings Limited. Baring Private Equity Asia V Holding (4) Limited and Campus Holdings Limited each has its principal office at Columbus Center, 2nd Floor, Suite 210, Road Town, Tortola, British Virgin Islands. The Baring Asia Private Equity Fund V, L.P. and The Baring Asia Private Equity Fund V Co-Investment L.P. as the joint shareholders of Baring Private Equity Asia V Holding (4) Limited and Campus Holdings Limited, may be deemed to have acquired beneficial ownership of an aggregate of 14,828,680 Class A Shares. Baring Private Equity Asia GP V Limited, as the general partner of Baring Private Equity Asia GP V, L.P., and Baring Private Equity Asia GP V, L.P., which in turn acts as the general partner of The Baring Private Asia Private Equity Fund V, L.P. and The Baring Asia Private Equity Fund V Co-Investment L.P., each may be deemed to have acquired beneficial ownership of an aggregate of 14,828,680 Class A Shares. The Baring Asia Private Equity Fund V, L.P., The Baring Asia Private Equity Fund V Co-Investment L.P., Baring Private Equity Asia GP V, L.P. and Baring Private Equity Asia GP V Limited each has its principal office at P.O. Box 309, Ugland House Grand Cayman, KY 1-1104, Cayman Islands. Jean Eric Salata, as the sole shareholder of Baring Private Equity Asia GP V Limited, may be deemed to have acquired beneficial ownership of an aggregate of 14,828,680 Class A Shares. Mr. Salata disclaims beneficial ownership of such shares except to the extent of his economic interest. Mr. Salata’s principal office is at 3801 Two International Finance Center, 8 Finance Street, Central, Hong Kong.

	On March 5, 2015, Baring converted US$5 million of the convertible loan and became the registered holder of 83,584,770 Class A Shares. In total, Baring owns 98,413,450 Class A Shares, representing 8.68% ownership interest.

Proposal 1

INCREASE IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY

“To increase the authorized share capital of the Company from US$145,000 divided into 1,200,000,000 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 to US$225,000 divided into 2,000,000,000 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”

The Company is seeking shareholder approval to increase the authorized share capital of the Company as set forth above. We are currently authorized to issue 1,200,000,000 Class A Shares. As of June 2, 2015, the Company had 1,135,792,678 Class A Shares issued and outstanding, including 2,367,296 underlying ordinary shares held of record by DTC, under the nominee name Cede & Co., on behalf of DTC participants. We no longer have any Class B ordinary shares (“Class B Shares”) issued and outstanding. In accordance with our Memorandum of Association and Articles of Association, we are not permitted to issue any Class B Shares in the future.

The Board of Directors believes it continues to be in our best interest to have sufficient additional authorized but unissued Class A Shares available in order to provide flexibility for corporate actions in the future. Management believes that the availability of additional authorized Class A Shares for issuance from time to time in the Board of Directors’ discretion in connection with possible acquisitions of other companies, future financings, investment opportunities, stock splits or dividends or for other corporate purposes is desirable in order to avoid repeated separate amendments to our Memorandum of Association and Articles of Association, and the delay and expense incurred in holding special meetings of the shareholders to approve such amendments.

Notwithstanding the foregoing, we currently have no arrangements or understandings for the issuance of additional shares of Class A Shares, although opportunities for acquisitions and equity financings could arise at any time. If this action is approved, all or any of the authorized Class A Shares may be issued without further shareholder action (unless such approval is required by applicable law or regulatory authorities) and without first offering those shares to the shareholders for subscription. The issuance of Class A Shares otherwise than on a pro-rata basis to all shareholders would reduce the proportionate interest in the Company of each share. The increase of our authorized Class A Shares could have an anti-takeover effect. If our Board of Directors desires to issue additional shares in the future, such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by us.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“ THAT the authorized share capital of the Company be increased from US$145,000 divided into 1,200,000,000 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 to US$225,000 divided into 2,000,000,000 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. ”

Required Vote

The approval of the increase in the authorized share capital of the Company requires the affirmative vote of the holders of the majority of the voting power present in person or by proxy and entitled to vote with respect to this proposal.

Board Recommendation

Our Board unanimously recommends that you vote FOR the above proposal.

Proposal 2

“To alter and amend the authorized share capital of the Company of US$145,000 divided into 1,200,000,000 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 each, so as to consolidate the Company’s Ordinary Shares by a factor of 30 such that the authorized share capital of the Company shall be US$225,000 divided into 66,666,667 Class A Ordinary Shares of a nominal or par value of US$0.003 each, 6,666,667 Class B Ordinary Shares of a nominal or par value of US$0.003 each and 1,666,667 Preferred Shares of a nominal or par value of US$0.003 each. To alter or amend any newly authorized shares of the Company or any newly created class of shares of the Company by the same factor of 30 to 1.”

In April of this year, the Company’s ADSs were de-listed by the NYSE. The Company seeks a re-listing of its ADS’ either on the NYSE or NASDAQ. In order to achieve re-listing, the Company must meet minimum float and share price requirements which can only be achieved by way of consolidation of the Company’s shares. The Company is seeking shareholder approval to consolidate the Company’s shares as set forth above.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“THAT the Company’s Ordinary Shares be consolidated by a factor of 30 such that the existing authorized share capital of the Company be amended and altered from US$145,000 divided into 1,200,000,000 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 each to US$225,000 divided into 66,666,667 Class A Ordinary Shares of a nominal or par value of US$0.003 each, 6,666,667 Class B Ordinary Shares of a nominal or par value of US$0.003 each and 1,666,667 Preferred Shares of a nominal or par value of US$0.003 each. ”

“THAT any newly authorized shares of the Company or any newly created class of shares of the Company shall be consolidated by the same factor of 30 to 1.”

Required Vote

The approval of the consolidation of the Company’s shares requires the affirmative vote of the holders of the majority of the voting power present in person or by proxy and entitled to vote with respect to this proposal.

Board Recommendation

Our Board unanimously recommends that you vote FOR the above proposal.

Proposal 3

APPROVAL AND ADOPTION OF THE SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

“To approve and adopt the Sixth Amended and Restated Memorandum of Association and Articles of Association of the Company”

We are seeking approval to amend and restate our Memorandum of Association and Articles of Association. The amendment would create a new class of ordinary shares entitled Class C ordinary shares (“Class C Shares”). The Class C Shares will be entitled to ten (10) votes on all matters subject to vote at general meetings of the Company. The Company will authorize 250,000,000 Class C Shares of a nominal or par value of US$0.0001 each (or 8,333,333 Class C Shares of a nominal or par value of US$0.003 each if Proposal 2 is adopted by the Company's shareholders), which are intend to be issued to the Company’s management team in the near future. The main effect of the dual-class voting structure is likely to leave the Company’s management team, especially Jin Huang, with increasingly significant control over the Company’s decisions. The purpose is to allow management to maintain the freedom to focus on the long term by ensuring that it retains control over the Company. This structure will prevent outside parties from taking over or unduly influencing management decisions. Each Class C Share will be convertible into one (1) Class A Share. As such, investors will fully share in the Company’s long term economic future, but will have less ability to influence its strategic decisions through their voting rights. Our shareholders should refer to Sixth Amended and Restated Memorandum of Association and Articles of Association, which is attached as Appendix A to this Proxy Statement, which shows our new share capital structure assuming Proposals 1, 2 and 3 are adopted by the Company’s shareholders.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution at the Meeting:

“ As a Special Resolution THAT the Sixth Amended and Restated Memorandum of Association and Articles of Association of the Company in the form annexed hereto as Appendix A , be and they are hereby adopted as the Memorandum of Association and Articles of Association of the Company in substitution for and to the exclusion of the Company’s existing Memorandum of Association and Articles of Association .”

Required Vote

The approval of the Sixth Amended and Restated Memorandum of Association and Articles of Association requires the affirmative vote of the holders of a two-thirds majority of the voting power present in person or by proxy and entitled to vote with respect to this proposal.

Board Recommendation

Our Board unanimously recommends that you vote FOR the above proposal.

OTHER MATTERS

Our Board of Directors does not intend to bring any matters before the Meeting other than those specifically set forth in the Notice of an Extraordinary General Meeting of Shareholders and knows of no matters to be brought before the Meeting by others. If any other matters properly come before the Meeting, it is the intention of the persons named in the accompanying proxy to vote such proxy in accordance with the judgment and recommendation of the Board of Directors.

ADDITIONAL INFORMATION

The Company is subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings are also available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy rules.

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

~~FIFTH~~ SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

AMBOW EDUCATION HOLDING LTD

(Adopted by Special Resolution passed on ~~17 December 2014~~ 18 May 2015 and effective ~~5 March~~ [*] 2015)

The name of the Company is Ambow Education Holding Ltd.

The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1 -1104, Cayman Islands, or at such other place as the Directors may from time to time decide.

The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2013 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

The authorized share capital of the Company is US$ ~~145,000~~ 230,000 divided into ~~1,200,000,000~~ 66,666,667 Class A Ordinary Shares of a nominal or par value of US$ ~~0.0001~~ 0.003 each, ~~200,000,000~~ 8,333,333 Class B C Ordinary Shares of a nominal or par value of US$ ~~0.0001~~ 0.003 each and ~~50,000,000~~ 1,666,667 Preferred Shares of a nominal or par value of US$ ~~0.0001~~ 0.003 each with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

Capitalized terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the adopted by Special Resolution passed on ~~17 December~~ 18 May 201 5 4 and effective ~~5 March~~ [*] 2015.

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

~~FIFTH~~ SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

AMBOW EDUCATION HOLDING LTD

(Adopted by Special Resolution passed on ~~17 December~~ 18 May 201 5 4 and effective on ~~5 March~~ [*] 2015)

INTERPRETATION

In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

“ADSs”

the American Depository Shares of the Company listed on the New York Stock Exchange, for which trading has been suspended since 22 March 2013.

“Affiliate”

(i) in the case of a natural person, such person’s parents, parents-in-law, spouse, children or grandchildren, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by such person or any of the foregoing, (ii) in the case of an entity, a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of the corporation, or the partnership or other entity (other than, in the case of corporation, share having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity.

“Articles”

the Amended and Restated Articles of Association adopted by Special Resolution passed on ~~17 December~~ 18 May 201 5 4 and effective ~~5 March~~ [*] 2015 as from time to time altered or added to in accordance with the Statute and these Articles;

“Business Day”

a day, excluding Saturdays or Sundays, on which banks in Beijing and New York are open for general banking business throughout their normal business hours;

"CEIHL"

China Education Investment Holdings Limited, a company incorporated under the laws of the British Virgin Islands having its registered office at Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

“Class A Ordinary Shares”

a Class A Ordinary Share in the capital of the Company of US$ ~~0.0001~~ 0.003 nominal or par value designated as Class A Ordinary Shares, and having the rights provided for in these Articles;

“Class B C Ordinary Shares”

a Class B C Ordinary Share in the capital of the Company of US$ ~~0.0001~~ 0.003 nominal or par value designated as Class B C Ordinary Shares, and having the rights provided for in these Articles;

“Commission”

Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Company”

Ambow Education Holding Ltd., a Cayman Islands company limited by shares;

“Company’s Website”

the website of the Company, the address or domain name of which has been notified to Members;

“Designated Stock Exchange”

the New York Stock Exchange, Inc. or any other stock exchange or automated quotation system on which the Company’s securities are then traded;

“Directors” and “Board of Directors” and “Board”

the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof;

“Dispose”

to make or to effect any sale, assignment, exchange, transfer, or to grant any option, right of first refusal or other right or interest whatsoever or to enter into agreement for any of the same and the expression “Disposal” shall be construed accordingly.

“electronic”

the meaning given to it in the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or reenactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

“electronic communication”

electronic transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than a majority vote of the Board;

"Equity Securities"

any equity, ownership or similar voting or economic interest in any person, and any instrument or other rights derivative of, convertible into, or exchangeable or exercisable for, any such interest.

"Group"

the group of companies ultimately owned by the Company, comprising the Company and its Subsidiaries and/or consolidated entities and/or those entities controlled through a variable interest entity structure in each case registered in any of the Cayman Islands, Hong Kong and the PRC;

"Group Company"

Each of the companies in the Group;

“Immediate Family Member”

include a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares that person’s home. References to the “listed company” or “company” would include any parent or subsidiary in a consolidated group with the company.

The “Independence Criteria” is satisfied if:

(a)

the Board affirmatively determines that the Director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company); and

(b)

the person:

(i)

is not, or has not been within the last three years an employee of the Company, or an Immediate Family Member is, or has been within the last three years, an executive officer, of the Company

(ii)

has not received, or does not have an Immediate Family Member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

(iii)

is not, and does not have an Immediate Family Member who is (A) a current partner or employee of a firm that is the Company’s internal or external auditor; (B) a current employee of such a firm and personally works on the Company’s audit; or (C) within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time.

(iv)

is not, and does not have an Immediate Family Member who has been within the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee

“Independent Director”

a Director appointed to the Board who satisfies the Independence Criteria;

“in writing”

includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

"Liquidation Event"

(a)

any liquidation, winding up or dissolution of the Company or any other Group Company, whether voluntary or involuntary;

(b)

a sale, lease, transfer, exclusive license or other Disposal, in a single transaction or series of related transactions, by any Group Company of all or substantially all of the assets and/or equity of such Group Company;

(c)

a merger, consolidation, amalgamation or acquisition of the Company by a third party, or any other corporate reorganization or scheme of arrangement, including a sale or acquisition of shares/equity of the Company or any other Group Company in which the Members of the Company or Members of such Group Company immediately before such transaction own less than fifty percent (50%) of the voting power of the Company or any other Group Company, the surviving entity or the entity controlling the surviving entity immediately after such transaction (excluding any transaction effected solely for tax purposes or to change the Company or any other Group Company’s domicile and excluding the conversion of shares by CEIHL as contemplated by that certain Restructuring Agreement entered into between the Company and CEIHL.

“Market Price”

for any given day, the price quoted in respect of the Class A Ordinary Shares on the Designated Stock Exchange (assuming the conversion of the Company’s American Depositary Shares into Class A Ordinary Shares) as of the close of trading on the previous trading day.

“Member”

a person whose name is entered in the Register of Members as the holder of a share or shares;

“Memorandum of Association”

the Memorandum of Association of the Company, as amended and restated from time to time;

“month”

calendar month;

“Ordinary Resolution”

a resolution passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company;

“Ordinary Shares”

collectively, the Class A Ordinary Shares and the Class B C Ordinary Shares;

“paid up”

paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Person” or “person”

any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other entity of any kind or nature.

“PRC”

Peoples Republic of China, for this purpose excluding the regions of Hong Kong, Macau and Taiwan;

“Preferred Shares”

shares in the capital of the Company of US$ ~~0.0001~~ 0.003 nominal or par value designated as Preferred Shares;

“Register of Members”

the register to be kept by the Company in accordance with Section 40 of the Statute;

“Seal”

the Common Seal of the Company including any facsimile thereof;

“Securities Act”

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“share”

any share in the capital of the Company, including the Ordinary Shares and shares of other classes;

“signed”

includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

“Special Resolution”

a resolution shall be a special resolution when it has been passed by (i) not less than two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, in the case of such Members as are corporations, by their duly authorized representative or, whether proxies are allowed, by proxy at a general meeting of which not less than ten (10) days’ notice, specifying the intention to propose the resolution as a special resolution, has been duly given, or (ii) a unanimous written resolution;

“Statute”

the Companies Law (2013 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Statute is referred to, the reference is to that provision as amended by any law for the time being in force;

“Subsidiary” or “subsidiary”

as of the relevant date of determination, with respect to any Person (the “subject entity”), (i) any Person (x) more than fifty percent (50%) of whose shares or other interests entitled to vote in the election of directors or (y) more than a fifty percent (50%) interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with IFRS or US GAAP, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary.

“year”

calendar year.

In these Articles, save where the context requires otherwise:

(a)

words importing the singular number shall include the plural number and vice versa;

(b)

words importing the masculine gender only shall include the feminine gender;

(c)

words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

(d)

“may” shall be construed as permissive and “shall” shall be construed as imperative;

(e)

a reference to a dollar or dollars (or $) is a reference to dollars of the United States;

(f)

references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(g)

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(h)

Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.

Subject to the last two preceding Articles, any words defined in the Statute shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

The business of the Company may be commenced as soon after incorporation as the Directors see fit, notwithstanding that only part of the shares may have been allotted or issued.

The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

SHARE CAPITAL

The authorized share capital of the Company at the date of adoption of these Articles is US$ ~~145,000~~ 230,000 divided into ~~1,200,000,000~~ 66,666,667 Class A Ordinary Shares of a nominal or par value of US$ ~~0.0001~~ 0.003 each, ~~200,000,000~~ 8,333,333 Class B C Ordinary Shares of a nominal or par value of US$ ~~0.0001~~ 0.003 each and ~~50,000,000~~ 1,666,667 Preferred Shares of a nominal or par value of US$ ~~0.0001~~ 0.003 each, with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Statute and these Articles and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preferred or otherwise shall be subject to the powers hereinbefore contained.

ISSUE OF SHARES

Subject to the provisions, if any, in the Articles, including but not limited to Schedule A, the Memorandum of Association and applicable law, including the Statute, the Directors may, in their absolute discretion and without approval of the holders of Ordinary Shares, cause the Company to issue such amounts of Ordinary Shares and/or Preferred Shares or similar securities in one or more series or grant rights over existing shares as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, including dividend rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the Ordinary Shares, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form. Notwithstanding the foregoing, the Company shall not issue any Class B Ordinary Shares after the commencement of the trading of the Company’s American Depositary Shares representing its Class A Ordinary Shares on the New York Stock Exchange, Inc. (notwithstanding any subsequent suspension of trading) other than pursuant to equity awards outstanding as of the commencement of such trading or the issuance of dividends in the form of Class B Ordinary Shares pursuant to these Articles including, without limitation, Article 117.

RIGHTS AND RESTRICTIONS ATTACHING TO ORDINARY SHARES

The rights and restrictions attaching to the Ordinary Shares are as follows:

(a)

Income. Holders of Ordinary Shares shall be entitled to such dividends as the Directors may in their absolute discretion lawfully declare from time to time.

(b)

Capital. Holders of Ordinary Shares shall be entitled to a return of capital on liquidation, dissolution or winding-up of the Company (other than on a conversion, redemption or purchase of shares, or an equity financing or series of financings that do not constitute the sale of all or substantially all of the shares of the Company).

(c)

Attendance at General Meetings and Voting. Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except as required by applicable law and the rules of the Designated Stock Exchange, holders of shares of Class A Ordinary Shares and Class B C Ordinary Shares shall at all time vote together as one class on all matters submitted to a vote for Members’ consent. Each share of Class A Ordinary Share shall be entitled to one vote on all matters subject to the vote at general meetings of the Company, and each share of Class B C Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company.

(d)

Conversion. Subject, in each case, to any then applicable anti-dilution adjustments:

(i)

Each share of Class B C Ordinary Share is convertible into one (1) share of Class A Ordinary Share at any time by the holder thereof without payment of additional consideration. In no event shall Class A Ordinary Shares be convertible into Class B C Ordinary Shares.

(ii)

If at any time Jin Huang and her Affiliates collectively own less than 5% of the total number of the issued and outstanding Class B C Ordinary Shares of the Company, each issued and outstanding share of Class B C Ordinary Share shall be automatically and immediately converted into one share of Class A Ordinary Share without payment of additional consideration, and no Class B C Ordinary Shares shall be issued by the Company thereafter.

(iii)

Upon any sale, pledge, transfer, assignment or disposition of Class B C Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate of such holder or an Affiliate of the Company, such Class B C Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares without payment of additional consideration; provided that, except as set forth in Article 8(d)(iv) below, a change in the beneficial ownership of Class B C Ordinary Shares shall not cause a conversion under this Article 8(d)(iii). In addition, if approved by the holders of at least two-thirds (2/3) of the outstanding Class B C Ordinary Shares, such number of Class B C Ordinary Shares as approved by such holders of Class B C Ordinary Shares, or, if less than ~~10,000,000~~ 500,000 Class B C Ordinary Shares (as adjusted for any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the shares of the Company) are outstanding, all of the remaining Class B C Ordinary Shares, shall be automatically and immediately converted into an equal number of Class A Ordinary Shares without payment of additional consideration.

(iv)

After a transfer by a holder of Class B C Ordinary Shares to an Affiliate of such holder or an Affiliate of the Company, if there is a change of the beneficial ownership of the Class B C Ordinary Shares held by the Affiliate, such Class B C Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares without payment of additional consideration. For purposes of this Article 8(d)(iv), a transfer shall be deemed to be effective upon the Company’s registration of such transfer in its register of Members. For purposes of Article 8(d)(iii) and Article 8(d)(iv), “beneficial ownership” shall have the meaning defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended.

(v)

The Company shall give effect to any conversion pursuant to Article 8(d) by redeeming the Class B C Ordinary Shares and in consideration therefor issuing fully-paid Class A Ordinary Shares in equal number. The Class B C Ordinary Shares converted into Class A Ordinary Shares pursuant to Article 8(d) shall be cancelled and may not be reissued. The Company shall at all times keep available out of its authorized but unissued Class A Ordinary Shares, solely for the purpose of effecting the conversion of the Class B C Ordinary Shares, such number of its Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B C Ordinary Shares, and if at any time the number of authorized but unissued Class A Ordinary Shares is not sufficient to effect the conversion of all then outstanding Class B C Ordinary Shares, the Company shall take such corporate action as may, in accordance with the Articles and the Statute, be necessary to increase its authorized but unissued Class A Ordinary Shares to such number of shares as shall be sufficient for such purposes.

The Company shall maintain a Register of its Members and every person whose name is entered as a Member in the Register of Members shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at the Member’s registered address as appearing in the register.

10.

Every share certificate of the Company shall bear any legends required under applicable laws, including the Securities Act.

11.

Any two or more certificates representing shares of any one class held by any Member may at the Member’s request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

12.

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

13.

In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

TRANSFER OF SHARES

14.

(a)

Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or it nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

(b)

The instrument of transfer shall be executed by or on behalf of the transferor. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by the transferor or transferee to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee in entered into the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allotee in favour of some other person.

(c)

(i)

The Board may, in its absolute discretion (except with respect to a transfer from a Member to its Affiliates(s)), and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien. The Board shall refuse to register a share transfer which does not comply with Article 8(d). Notwithstanding the foregoing, if a transfer complies with the holder’s transfer obligations and restrictions set forth under applicable law and rules of the Designated Stock Exchange (including, but not limited to U.S. securities law provisions related to insider trading) and these Articles, Directors shall promptly register such transfer.

(ii)

The Board in so far as permitted by any applicable law and rules of the Designated Stock Exchange may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Amended and Restated Memorandum and Articles of Association of the Registrant Register or any other branch register. In the event of any such transfer, the Member requesting such transfer shall bear the cost of effective such transfer unless the Board otherwise determines.

(iii)

Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefore, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Companies Law.

(d)

Without limiting the generality of the last preceding Article, the Board may decline to recognize any instrument of transfer unless:

(i)

a fee of such maximum sum as the Board may from time to time require is paid to the Company in respect thereof;

(ii)

the instrument of transfer is in respect of only one class of share;

(iii)

the instrument of transfer is lodged at the Office or such other place as the Register is kept in accordance with the Companies Law accompanied by the relevant share certificate(s) or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(iv)

the instrument of transfer is duly and properly signed.

(e)

If the Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of the refusal.

15.

The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.

REDEMPTION AND PURCHASE OF OWN SHARES

16.

Subject to the provisions, if any, in the Articles, the Memorandum of Association, applicable law, including the Statute, and the rules of the Designated Stock Exchange, the Company may:

(a)

issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such shares, determine;

(b)

purchase its own shares (including any redeemable shares) provided that the manner of purchase is in accordance with the following provisions (this authorization is in accordance with sections 37(2) and 37(3)(d) of the Statute or any modification or re-enactment thereof for the time being in force):

(i)

the Company is authorized to purchase any Share (including American Depositary Shares representing its Class A Ordinary Shares) listed on a Designated Stock Exchange in accordance with the following manner of purchase: (1) the maximum number of shares that may be repurchased shall be equal to the number of issued and outstanding shares less one share, and (2) at such time, at not less than the Market Price, and on such other terms as determined and agreed by the Board in its discretion; provided, however, that (x) such repurchase transaction shall be in accordance with the relevant code, rules and regulations applicable to the listing of the shares on the Designated Stock Exchange; and (y) that the Company shall be able to pay its debts as they fall due in the ordinary course of business and be solvent immediately before and after the date on which the payment in respect of the repurchase transaction is proposed to be made; provided, further, that, in the case of a purchase of shares intended to comply with Rule 1 0b-18 promulgated under the United States Securities Exchange Act of 1934, the purchase price shall equal the prevailing market price at the time of such purchase (as determined by independent bids or transaction prices), rather than the Market Price.

(ii)

the Company is authorized to purchase any Share not listed on a Designated Stock Exchange in accordance with the following manner of purchase: (i) the Company shall serve a repurchase notice in a form approved by the Board on the Member from whom the Shares are to be repurchased at least two (2) days prior to the date specified in the notice as being the repurchase date, (ii) the price for the Shares being repurchased shall be such price agreed between the Board and the applicable Member, (iii) the date of repurchase shall be the date specified in the repurchase notice, (iv) the repurchase shall be on such other terms as specified in the repurchase notice as determined and agreed by the Board and the applicable Member in their sole discretion, and (v) the Company shall be able to pay its debts as they fall due in the ordinary course of business and be solvent immediately before and after the date on which the payment in respect of the repurchase transaction is proposed to be made;

and

(c)

make a payment in respect of the redemption or purchase of its own shares otherwise than out of profits or the proceeds of a fresh issue of shares.

17.

Any share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

18.

The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share.

19.

The Directors may when making payments in respect of redemption or purchase of shares, if authorized by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment in any form of consideration permitted by the Statute.

VARIATION OF RIGHTS ATTACHING TO SHARES

20.

Subject to Schedule A and except as otherwise provided in these Articles, if at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to these Articles, be varied or abrogated with the consent in writing of the holders of at least two-thirds of the issued shares of that class, or with the sanction of a resolution passed by the holders of at least two-thirds of the shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of the class. Each holder of shares of the class being effected shall be entitled to one vote for every such share held by such holder.

21.

The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

22.

Subject to Schedule A the rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu therewith.

COMMISSION ON SALE OF SHARES

23.

The Company may, in so far as the Statute from time to time permits and subject to these Articles (including, but not limited to Schedule A), pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

NON-RECOGNITION OF TRUSTS

24.

No person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

REGISTRATION OF EMPOWERING INSTRUMENTS

25.

The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument.

TRANSMISSION OF SHARES

26.

The legal personal representative of a deceased sole holder of a share shall be the only person recognized by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognized by the Company as having any title to the share.

27.

Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

28.

A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

LIEN

29.

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such Member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his or her estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

30.

Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfillment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his or her death or bankruptcy.

31.

The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he or she shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

32.

Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

33.

A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be made payable either in one lump sum or by installments.

34.

A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and installments due in respect thereof or other moneys due in respect thereof.

35.

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty percent (20%) per annum) as the Board may determine, but the Board may in its absolute discretion

36.

No Member shall be entitled to receive any dividend or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or installments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

37.

On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register of Members as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

38.

Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an installment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

39.

On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

40.

The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or installments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) months' notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

41.

(a)

If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ notice:

(i)

requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

(ii)

stating that if the notice is not complied with the shares on which the call was made will be liable to be forfeited.

(b)

If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends declared in respect of the forfeited share but not actually paid before the forfeiture.

42.

When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such notice.

43.

The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

44.

Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

(a)

A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty percent (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

45.

A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

46.

Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

47.

The forfeiture of a share shall not prejudice the right of the Company to any call already made or installment payable thereon.

48.

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

49.

Subject to these Articles, the Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

50.

Subject to these Articles, including but not limited to Schedule A hereto, the Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b)

sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived;

(c)

divide shares into multiple classes; or

(d)

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

No change shall be made pursuant to this Article unless the change applies equally to the Class A Ordinary Shares and the Class B C Ordinary Shares, if applicable.

51.

Subject to these Articles, including but not limited to Schedule A hereto the Company may by Special Resolution:

(a)

change its name;

(b)

alter or add to these Articles;

(c)

alter or add to the Memorandum of Association with respect to any objects, powers or other matters specified therein; or

(d)

reduce its share capital and any capital redemption reserve in any manner authorized by law.

52.

All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

53.

For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case sixty (60) calendar days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least ten (10) calendar days (but not more than sixty (60) calendar days) immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

54.

In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within ninety (90) calendar days prior to the date of declaration of such dividend fix a subsequent date as the record date of such determination.

55.

If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

UNTRACEABLE MEMBERS

56.

(a)

Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending checks for dividend entitlements or dividend warrants by post if such checks or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending checks for dividend entitlements or dividend warrants after the first occasion on which such a check or warrant is returned undelivered.

(b)

The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(i)

all checks or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorized by the Articles have remained uncashed;

(ii)

so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(iii)

the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(c)

To give effect to any such sale the Board may authorize some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

57.

All general meetings of the Company other than annual general meetings shall be called extraordinary general meetings.

58.

The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting at such time and place as may be determined by the Directors.

(a)

The Board may call general meetings, and shall, on the requisition of Members of the Company holding at the date of deposit of the requisition not less than ten percent 10% of the paid up capital of the Company as at the date of the deposit which carries the right of voting at general meetings of the Company, forthwith proceed to convene an extraordinary general meeting of the Company.

(b)

The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.

(c)

If the Board does not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing not less than a majority of the aggregate voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) months after the expiration of the said twenty-one (21) days.

(d)

A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by the Board.

NOTICE OF GENERAL MEETINGS

59.

At least ten (10) calendar days’ notice (but not more than sixty (60) calendar days’ notice) shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a)

in the case of an annual general meeting by a majority of all the Members (or their proxies) entitled to attend and vote thereat; and

(b)

in the case of an extraordinary general meeting by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting.

60.

The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a Special Resolution shall specify the intention to propose the resolution as a Special Resolution. Notice of every general meeting shall be given to all Members other than such as, under the provisions hereof or the terms of issue of the Shares they hold, are not entitled to receive such notice from the Company.

61.

In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of any such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

62.

No business may be transacted at any general meeting, other than business that is either (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (B) otherwise properly brought before an annual general meeting by or at the direction of the Board (or any duly authorized committee thereof) or (C) otherwise properly brought before an annual general meeting by any Member of the Company who (i) is a Member of record on both (x) the date of the giving of the notice by such Member provided for in this Article and (y) the record date for the determination of Members entitled to vote at such annual general meeting and (ii) complies with the notice procedures set forth in this Article.

(a)

In addition to any other applicable requirements, for business to be brought properly before an annual general meeting by a Member, such Member must have given timely notice thereof in proper written form to the Secretary of the Company.

(b)

For matters other that for the nomination for election of a Director to be made by a Member of the Company, to be timely, such Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual general meeting; provided, however, that in the event that the date of the annual general meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by a Member to be timely must be delivered not earlier than the ninetieth (90 ^th ) day prior to such annual general meeting and not later than the close of business on the later of the sixtieth (60 ^th ) day prior to such annual general meeting or the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made.

(c)

To be in proper written form, a Member’s notice to the Secretary must set forth as to such matter such Member proposes to bring before the annual general meeting (1) a brief description of the business desired to be brought before the annual general meeting and the reasons for conducting such business at the annual general meeting, (2) the name and address, as they appear on the Company’s books, of the Member proposing such business and any Member Associated Person (as defined below), (3) the class or series and number of shares of the Company that are held of record or are beneficially owned by such Member or any Member Associated Person and any derivative positions held or beneficially held by the Member or any Member Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such Member or any Member Associated Person with respect to any securities of the Company, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such Member or any Member Associated Person with respect to any securities of the corporation, (5) any material interest of the Member or a Member Associated Person in such business, and (6) a statement whether either such Member or any Member Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the Company’s voting shares required under applicable law and the rules of the Designated Stock Exchange to carry the proposal. For purposes of this Article 63(c), a “Member Associated Person” of any Member shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Member, (ii) any beneficial owner of shares of the Company owned of record or beneficially by such Member and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(d)

No business shall be conducted at the annual general meeting except business brought before the annual general meeting in accordance with the procedures set forth in this Article, provided, however, that once business has been properly brought before the annual general meeting in accordance with such procedures, nothing in this Article shall be deemed to preclude discussion by any Member of any such business. If the Chairperson of an annual general meeting determines that business was not properly brought before the annual general meeting in accordance with the foregoing procedures, the Chairperson shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

(e)

In addition to any other applicable requirements, for a nomination for election of a Director to be made by a Member of the Company, such Member must (A) be a Member of record on both (x) the date of the giving of the notice by such Member provided for in this Article and (y) the record date for the determination of Members entitled to vote at such annual general meeting; (B) have held at least 50,000 Ordinary Shares or Preferred Shares for at least twelve (12) months; and (C) have given timely notice thereof in proper written form to the Secretary of the Company. If a Member is entitled to vote only for a specific class or category of directors at a meeting of the Members, such Member’s right to nominate one or more persons for election as a director at the meeting shall be limited to such class or category of directors.

(f)

To be timely for purposes of Article 63(e) in connection with the annual general meeting, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company. In the event the Company calls an extraordinary general meeting for the purpose of electing one or more directors to the Board, any Member entitled to vote for the election of such director(s) at such meeting and satisfying the requirements specified above may nominate a person or persons (as the case may be) for election to such position(s) as are specified in the Company’s notice of such meeting, but only if the Member notice required hereof shall be delivered to the Secretary at the principal executive office of the Company, The period for lodgment of the notices by a Member referred to in this Article shall commence no earlier than the day after the dispatch of the notice of the meeting appointed for such election and end no later than (7) days prior to the date of such meeting and shall be for a minimum period of seven (7) days .

(g)

To be in proper written form for purposes of Article 63(e), a Member’s notice to the Secretary must be set forth (A) as to each person whom the Member proposes to nominate for election as a director (1) the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of Shares of the Company, if any, which are owned beneficially or of record by the person and (4) any other information relating to the person that would be required to be disclosed pursuant to any Exchange Rules; and (B) as to the Member giving notice (1) the name and record address of such Member, (2) the class or series and number of Shares of the Company which are owned beneficially or of record by such Member, (3) a description of all arrangements or understandings between such Member and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such Member, (4) a representation that such Member intends to appear in person or by proxy at the annual meeting to nominate the person(s) named in its notice and (5) any other information relating to such Member that would be required to be disclosed pursuant to any Exchange Rules. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(h)

No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in the Articles under this heading of “NOTICE OF GENERAL MEETINGS”. If the Chairperson of an annual general meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairperson shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. This Article shall not apply to any nomination of a director in an election in which only the holders of one or more series of Preferred Shares of the Company are entitled to vote (unless otherwise provided in the terms of such series of Preferred Shares).

63.

The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

64.

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Members holding not less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes. A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

65.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved.

66.

Subject to Schedule A, an action that may be taken by the Members at a meeting (other than an action that requires a Special Resolution) may also be taken by a resolution of Members and other Persons holding more than eighty-five percent (85%) of the issued and outstanding Shares on an as converted basis in the Company or in the relevant class consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice, but if any resolution of Members is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members or holders of shares in the relevant class not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members or Persons.

67.

The Chairperson of the Board of Directors shall preside as Chairperson at every general meeting of the Company. If at any meeting the Chairperson of the Board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairperson, the Directors present shall elect one of their number to be Chairperson of the meeting or if all the Directors present decline to take the chair, the Members present shall choose one of their own number to be the Chairperson of the meeting.

68.

The Chairperson may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten (10) calendar days or more, not less than seven (7) Business Days’ notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

69.

At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

70.

A poll shall be taken in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting.

71.

In the case of an equality of votes, the Chairperson of the meeting shall not be entitled to a second or casting vote.

VOTES OF MEMBERS

72.

Subject to any rights and restrictions for the time being attached to any class or classes of shares, including but not limited to Schedule A, every holder of Class A Ordinary Shares present in person and every person representing a holder of Class A Ordinary Shares by proxy at a general meeting of the Company shall have one vote for each share registered in his name in the Register of Members and every holder of Class B C Ordinary Shares present in person and every person representing a holder of Class B C Ordinary Shares by proxy at a general meeting of the Company shall have ten (10) votes for each share registered in his name in the Register of Members. No cumulative voting shall be allowed.

73.

In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

74.

A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote on a poll by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

75.

No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

76.

On a poll, votes may be given either personally or by proxy.

77.

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

78.

An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

79.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

80.

Other than a Special Resolution effected by a unanimous written resolution and subject to Article 67 above, written resolutions of the Members shall not be permitted.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

81.

Any corporation which is a Member or a Director may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director.

CLEARING HOUSES

82.

If a clearing house (or its nominee) is a member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorize such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorized, the authorization shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual member of the Company holding the number and class of shares specified in such authorization.

DIRECTORS

83.

(a)

There shall be a Board of Directors consisting of up to nine (9) Directors or such other number as shall be fixed from time to time by the Directors, of which CEIHL (for so long as it shall hold a majority of the Shares of the Company) shall have the right (by giving the Company notice in writing) to appoint 5 directors, of which 3 must be Independent Directors. Subject to the rights that CEIHL has as are referred to above, the Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter by the Members at general meeting. At any one time, at least 3 Directors on the Board of Directors shall be Independent Directors.

(b)

The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively, which classes may include Directors appointed by the holders of any series of Preferred Shares, if any. Each of Class I, Class II and Class III shall include at least 1 Independent Director. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual general meeting of Members following the initial meeting after the adoption of these Articles, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the second annual general meeting of Members following the initial meeting, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the third annual general meeting of Members following the initial meeting, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

(c)

The Board of Directors shall have a Chairperson of the Board of Directors (the “Chairperson”) elected and appointed by a majority of the Directors then in office. The Directors may also elect a Vice-Chairperson of the Board of Directors (the “Vice-Chairperson”). The Chairperson shall preside as Chairperson at every meeting of the Board of Directors. To the extent the Chairperson is not present at a meeting of the Board of Directors, the Vice-Chairperson, or in his absence, the attending Directors may choose one Director to be the Chairperson of the meeting. The Chairperson’s voting right as to the matters to be decided by the Board of Directors shall be the same as other Directors; provided, that, in the case of an equality of votes, the Chairperson shall have an additional tie-breaking vote.

(d)

Subject to these Articles, applicable law and the listing rules of the Designated Stock Exchange, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board (other than a vacancy caused by the death, resignation or removal of a Director appointed by the holders of any series of Preferred Shares, if any) or as an addition to the existing Board. Any Director so appointed shall hold office until the next succeeding annual general meeting of Members, in accordance with the provisions in Article 83(b) above, or until his death, resignation or removal.

(e)

The Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting which must include the affirmative vote of at least one Independent Director, shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board, whether or not that person has previously served on the Board, subject to these Articles, applicable law and the listing rules of the Designated Stock Exchange. Any Director so appointed shall hold office until the next succeeding annual general meeting of Members or until his earlier death, resignation or removal.

84.

Subject to Article 83:

(a)

An Independent Director may be removed from office by Special Resolution for negligence or other reasonable cause at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

(b)

A Director, other than an Independent Director, may be removed from office by Ordinary Resolution at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

85.

A vacancy on the Board created by the removal of a Director under the provisions of Article 85 above (other than a vacancy caused by the removal of a Director appointed by the holders of any series of Preferred Shares, if any) may be filled by the election or appointment by Ordinary Resolution at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the Directors present and voting at a Board meeting which must include the affirmative vote of at least one Independent Director, subject to these Articles, applicable law and the listing rules of the Designated Stock Exchange. Any Director so appointed shall hold office until the next succeeding annual general meeting of Members or until his earlier death, resignation or removal.

86.

Subject to Schedule A, the Board may, from time to time, and except as required by applicable law or the listing rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters, as the Board shall determine by resolution from time to time.

87.

A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and all classes of shares of the Company.

DIRECTORS’ FEES AND EXPENSES

88.

The Directors may receive such remuneration as the Board may from time to time determine. The Directors may be entitled to be repaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

89.

Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

POWERS AND DUTIES OF DIRECTORS

90.

Subject to the provisions of the Statute, these Articles (including but not limited to Schedule A) and to any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made.

91.

Subject to these Articles (including but not limited to Schedule A), the Directors may from time to time appoint any person, whether or not a director of the Company to hold the office of the Chief Executive Officer as the Directors may think necessary for the administration of the Company, for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also from time to time appoint any person to hold such office in the Company as they think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of one or more Vice Presidents, Chief Financial Officer, Manager or Controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. All appointments made pursuant to this Article require the affirmative vote of a majority of Independent Directors.

92.

Subject to these Articles (including but not limited to Schedule A), the Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; provided that any committee so formed shall include amongst its members at least one Independent Director unless otherwise required by applicable law, rules and regulations and the rules of the Designated Stock Exchange. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. The Directors may also delegate to any Director holding any executive office such of their powers as they consider desirable to be exercised by him or her. Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. All delegation pursuant to this Article shall be subject to the affirmative vote a majority of Independent Directors.

93.

Subject to these Articles (including but not limited to Schedule A), the Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretion vested in him. Such appointments require the affirmative vote of at least one Independent Director.

94.

Subject to these Articles (including but not limited to Schedule A), the Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

95.

Subject to these Articles (including but not limited to Schedule A), the Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid. The establishment of such committees requires the affirmative vote of at least one Independent Director.

96.

Subject to these Articles (including but not limited to Schedule A), the Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. Such appointment and/or delegation require the affirmative vote of at least one Independent Director.

97.

Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested to them.

98.

Subject to these Articles (including but not limited to Schedule A), the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. The exercise of such powers requires the affirmative vote of a majority of Independent Directors.

DISQUALIFICATION OF DIRECTORS

99.

Subject to Article 84, the office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

is found to be or becomes of unsound mind;

(c)

resigns his office by notice in writing to the Company;

(d)

is prohibited by applicable law or the Designated Stock Exchange from being a director;

(e)

without special leave of absence from the Board, is absent without reasonable excuse from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or

(f)

if he or she shall be removed from office pursuant to these Articles or the Statute.

PROCEEDINGS OF DIRECTORS

100.

Subject to Article 84, the Directors may meet together (whether within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting of the Directors shall be decided by a majority of votes (unless a higher vote is required pursuant to the Statute or these Articles, including but not limited to Schedule A) of the Directors present at a meeting at which there is a quorum, with each having one (1) vote. In the case of an equality of votes, the Chairperson of the Board shall have an additional tie breaking vote.

101.

The Chairperson of the Board or any two Directors, or any one Independent Director may, and the Secretary on the requisition of such persons, shall, at any time summon a meeting of the Board by notice to each Director by telephone, facsimile, electronic email, telegraph or telex, during normal business hours, or by sending notice in writing to each Director by first class mail, charges prepaid, at least two (2) days before the date of the meeting, which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held and provided further if notice is given in person, by telephone, facsimile, electronic email, telegraph or telex the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organization as the case may be. Notice of at least fourteen (14) days shall be given to each Director for any regular Board meeting. The accidental omission to give notice of a meeting of the Board to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

102.

A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

103.

The quorum necessary for the transaction of the business of the Directors shall be a majority of the then existing Directors, including at least one Independent Director. If at any time there is only a sole Director, the quorum shall be one (1) Director. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. A meeting of the Directors may be held by means of telephone or teleconferencing or any other telecommunications facility provided that all participants are thereby able to communicate immediately by voice with all other participants.

104.

Subject to Article 84, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

105.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. Any Director who enters into a contract or arrangement or has a relationship that is reasonably likely to be implicated under this Section 106 or that would reasonably be likely to affect a Director’s status as an “independent director” under applicable law or the rules of the Designated Stock Exchange shall disclose the nature of his or her interest in any such contract or arrangement in which he is interested or any such relationship.

106.

Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to reasonable expense reimbursement consistent with the Company’s policies in connection with such Directors service in his or her official capacity; provided that nothing herein contained shall authorize a Director or his firm to act as auditor to the Company.

107.

The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

108.

When the Chairperson of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

109.

A resolution signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors.

110.

The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

111.

The Directors shall elect a Chairperson of their meetings and determine the period for which he is to hold office but if at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairperson of the meeting .

112.

A committee appointed by the Directors may elect a Chairperson of its meetings. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairperson of the meeting.

113.

A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the Chairperson shall have a second or casting vote.

114.

All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

115.

A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Chairperson or Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

116.

Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorize payment of the same out of the funds of the Company lawfully available therefor; provided, however, that, to the extent Class B C Ordinary Shares remain outstanding, in the event that such dividend is paid in the form of shares of Class A Ordinary Shares or rights to acquire Class A Ordinary Shares, the holders of shares of Class A Ordinary Shares shall receive Class A Ordinary Shares or rights to acquire Class A Ordinary Shares, as the case may be, and the holders of shares of Class B C Ordinary Shares shall receive Class B C Ordinary Shares or rights to acquire Class B C Ordinary Shares, as the case may be. All dividends unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

117.

The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies, or for equalizing dividends or for any other purpose to which those funds be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit. The Board shall establish an account to be called the “Share Premium Account” and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Statute and the rules of the Designated Stock Exchange. The Company shall at all times comply with the provisions of these Articles, the Statue and the rules of the Designated Stock Exchange in relation to the share premium account.

118.

Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

119.

The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

120.

No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Statute, the share premium account.

121.

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as fully paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

122.

If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

123.

No dividend shall bear interest against the Company.

BOOK OF ACCOUNTS

124.

The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

125.

The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

126.

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company by Ordinary Resolution.

127.

The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors.

ANNUAL RETURNS AND FILINGS

128.

The Board shall make the requisite annual returns and any other requisite filings in accordance with the Statute.

AUDIT

129.

Subject to Schedule A, the Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

130.

Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

131.

Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next special meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

THE SEAL

132.

The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of any one or more persons as the Directors may appoint for the purpose and every person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.

133.

The Company may maintain a facsimile of its Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed in their presence of and the instrument signed by a Director or the Secretary (or an Assistant Secretary) of the Company or in the presence of any one or more persons as the Directors may appoint for the purpose.

134.

Notwithstanding the foregoing, a Director shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

OFFICERS

135.

Subject to Article 92, the Company may have a Chief Executive Officer, Chief Technology Officer, Chief Operating Officer and Chief Financial Officer, one or more Vice Presidents, Manager or Controller, appointed by the Directors. The Directors may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time subscribe.

136.

The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Companies Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Companies Law.

CAPITALISATION OF PROFITS

137.

Subject to the Statute and these Articles, the Board may capitalize any sum standing to the credit of any of the Company’s reserve accounts (including a share premium account or a capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalization, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorize any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

NOTICES

138.

Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognized courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company’s Website provided that the Company has obtained the Member’s prior express positive confirmation in writing to receive or otherwise have made available to him notices. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

139.

Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

140.

Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

141.

Any notice or other document, if served by (a) post, shall be deemed to have been served when the letter containing the same is posted and if served by courier, shall be deemed to have been served when the letter containing the same is delivered to the courier (in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and duly posted or delivered to the courier), or (b) facsimile, shall be deemed to have been served upon confirmation of receipt, or (c) recognized delivery service, shall be deemed to have been served when the letter containing the same is delivered to the courier service and in proving such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier or (d) electronic means as provided herein shall be deemed to have been served and delivered on the day on which it is successfully transmitted or at such later time as may be prescribed by any applicable laws or regulations.

142.

Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

143.

Notice of every general meeting shall be given to:

(a)

all Members who have supplied to the Company an address for the giving of notices to them;

(b)

every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting;

(c)

the Auditors; and

(d)

each Director.

No other person shall be entitled to receive notices of general meetings unless approved by the Board .

INFORMATION

144.

No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.

145.

The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its members including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY

146.

Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company or any Member for any loss or damage incurred by the Company or such Member as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect. Each Member agrees to waive any claim or right of action he or she might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his or her duties with or for the Company; provided that such waiver shall not extend to any matter in respect of any fraud or willful default which may attach to such Director.

147.

The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

148.

The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

149.

Neither any amendment nor repeal of the Articles set forth under this heading of “INDEMNIFICATION” (the “Indemnification Articles”), nor the adoption of any provision of the Company’s Articles or Memorandum of Association inconsistent with the Indemnification Articles, shall eliminate or reduce the effect of the Indemnification Articles, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for these Indemnification Articles, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

FINANCIAL YEAR

150.

Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

WINDING UP

151.

If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

152.

Subject to these Articles, if the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution of the Company divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME
OF COMPANY

153.

Subject to the Statute and these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Memorandum of Association of the Company, in whole or in part, or change the name of the Company.

REGISTRATION BY WAY OF CONTINUATION

154.

Subject to these Articles, the Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

SCHEDULE A

In addition to any other vote or consent required elsewhere in these Articles or by any applicable statute, no Group Company shall, and the Company and Members shall procure that no Group Company shall, directly or indirectly, carry out any of the following actions, and the Members and the Company shall procure that no affirmative Board resolutions or Members’ resolutions shall be adopted to approve the same, except with the approval of a majority of Independent Directors of the Company:

amend, alter, or repeal any provision of the Articles or other charter documents of any Group Company other than the Company;

liquidate, dissolve or wind-up the affairs of any Group Company, or effect a transaction constituting a “Liquidation Event”;

merge, amalgamate, reorganise or consolidate any Group Company with any other Person, or sell, transfer or otherwise dispose of any material asset, equity, Intellectual Property or goodwill of any Group Company;

change the capital structure of any other Group Company, other than the Company;

any transfer of Equity Securities of any Group Company, other than the American Depository Shares traded on the New York Stock Exchange;

any transfer of all or substantially all of any Group Company's assets, or other similar action;

the creation of any committee of directors of any Group Company and the selection and replacement of committee members;

the delegation and revocation of any authority, and the establishment and amendment of procedures for exercising any authority, by the board of directors of any Group Company or committees of any board of directors;

approve, extend or amend any transaction or agreement with an officer, director, Member or employee, or any Affiliate thereof (except for transactions in the ordinary course, on an arm’s length basis and not in excess US$100,000 (in a single transaction or a series of related transactions) in the aggregate in a given fiscal year or make any loans or advances in an amount in excess of US$100,000, whether directly or indirectly, or provide any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or Member of any Group Company in an amount in excess of US$100,000;

10.

invest in or acquire any other Person, or any assets, business, business organization or division of any other Person other than (a) the acquisition of inventory in the ordinary course of business as currently conducted, (b) any acquisition that is expressly approved in the business plan then in effect and (c) acquisitions in an amount in excess of US$3,000,000 (in a single transaction or a series of related transactions), in the aggregate in any fiscal year or form any new Subsidiary or Affiliate of any Group Company;

11.

sell, transfer, license out, pledge or encumber any material assets of any Group Company exceeding the amount of value of US$1,000,000 (in a single transaction or a series of related transactions);

12.

the incurrence of any obligation or the repayment before maturity of any obligation with a value of US$5,000,000 (in a single transaction or a series of related transactions) in any fiscal year, except as expressly approved in the business plan then in effect and other than trade credit given in the ordinary course of business;

13.

the investment in, or loan, lease or advance to, or joint venture or partnership with, any person, other than in the ordinary course of business as currently conducted;

14.

any capital expenditures in excess of US$3,000,000 (in a single transaction or a series of related transactions), except as expressly approved in the business plan then in effect;

15.

the preparation and approval of interim and annual financial statements of the Group;

16.

make any material changes to the accounting policies methods, practices or procedures adopted, including but not limited to the tax or accounting year;

17.

the appointment and removal of senior executives and department heads of any Group Company, and any amendment of their compensation, duties and authority , including without limitation, the chief executive officer, chief financial officer, chief technology officer, or any other chief officer with the annual compensation of more than US$150,000;

18.

the formulation, approval and amendment of business plans and policies, including an annual budget, business plan, strategic plan and other management plans and reports, and operating, compliance and similar policies concerning the business and affairs of any Group Company; and

19.

entry into any other transaction which is not in the ordinary course of business as currently conducted or which is not on an arm’s length basis

AMBOW EDUCATION HOLDING LTD.

PROXY FOR EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JUNE 30, 2015

The undersigned shareholder of Ambow Education Holding Ltd., a Cayman Islands corporation (“Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and hereby appoints Jin Huang and KJ Tan, or any of them, proxies and attorneys-in-fact, with full power to each of substitution and revocation, on behalf and in the name of the undersigned, to represent the undersigned at the Extraordinary Meeting of Shareholders of the Company to be held at 10:00 a.m.. (Taiwan Time), at Howard Civil Service International House, No. 30 Section 3, Hsinsheng South Road, Taipei 10660, Taiwan on June 30, 2015, or at any adjournment thereof, and to vote, as designated below, all ordinary shares of the Company which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below and hereby revokes any proxy or proxies heretofore given.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH PROPOSAL.

1. Increase the authorized share capital of the Company.

¨ FOR

¨ AGAINST

¨ ABSTAIN

2. Approve the consolidation of the Company’s shares.

¨ FOR

¨ AGAINST

¨ ABSTAIN

3. Approve and adopt the Sixth Amended and Restated Memorandum of Association and Articles of Association

¨ FOR

¨ AGAINST

¨ ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH PROPOSAL SPECIFICALLY IDENTIFIED ABOVE.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

I PLAN ON ATTENDING THE EXTRAORDINARY GENERAL MEETING

Yes ¨

No ¨

Signature of Shareholder

Date:

NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

AMBOW EDUCATION HOLDING LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

JUNE 30, 2015

The undersigned hereby appoints Jin Huang and KJ Tan, or any of them, proxies and attorneys-in-fact, with full power to each of substitution and revocation, on behalf and in the name of the undersigned, to represent the undersigned at the Extraordinary General Meeting of Shareholders of the Company to be held at 10:00 a.m. (Taiwan Time), at Howard Civil Service International House, No. 30 Section 3, Hsinsheng South Road, Taipei 10660, P.R.C. on June 30, 2015, or at any adjournment thereof, with all powers the undersigned would possess if personally present. In his or her discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting.

(Continued and to be signed on the reverse side.)