AMBOW EDUCATION HOLDING LTD. 10,677,207 American Depositary Shares Representing 21,354,414 Class A Ordinary Shares FORM OF UNDERWRITING AGREEMENTAmbow Education Holding Ltd. • July 30th, 2010 • Services-educational services • New York
The Offered ADSs evidenced by the ADRs (defined below) are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the Closing Date (defined below), among the Company, Citibank, N.A., as depositary (the “Depositary”), and owners and beneficial owners from time to time of the ADSs. Each Offered ADS will initially represent the right to receive two Class A Ordinary Shares deposited pursuant to the Deposit Agreement.
