Ambow Education Holding Ltd 8-K, filed Jan 12, 2026
Ambow Education Holding Ltd. (AMBO)
About this 8-K
Ambow Education Holding Ltd filed this 8-K on January 12, 2026, reporting on events of January 9, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| * | Not for trading, but only in connection with the listing on the NYSE American |
| ** | Effective on February 20, 2024, the ratio of ADSs to our Class A Ordinary Shares was changed from one ADS representing two Class A Ordinary Shares to one ADS representing twenty Class A Ordinary Shares. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2026, the board of directors (the “Board”) of Ambow Education Holding Ltd. (the “Company”) established a Corporate Governance and Nominating Committee of the Board, effective immediately. The Board also approved and adopted a charter for the committee (the “Charter”), which sets forth the purpose, authority and responsibilities of the committee, in accordance with applicable NYSE American listing standards and the Company’s governance guidelines. The Charter is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
The Corporate Governance and Nominating Committee is responsible for identifying, evaluating and recommending individuals qualified to serve as directors of the Company, and for performing such other duties as may be delegated to it by the Board from time to time, in accordance with applicable NYSE American listing standards and the Company’s corporate governance guidelines.
The members of the Corporate Governance and Nominating Committee are Yigong Justin Chen, Yanhui Ma and Mingjun Wang. The Board has determined that each of Yigong Justin Chen, Yanhui Ma and Mingjun Wang qualifies as an independent director under NYSE American corporate governance rules and applicable SEC rules. Mingjun Wang has been appointed to serve as Chair of the Corporate Governance and Nominating Committee. Each of these directors is currently serving as a member of the Audit Committee of the Company, and each of Yanhui Ma and Mingjun Wang is currently serving as a member of the Compensation Committee of the Company.
There are no arrangements or understandings between any member of the Corporate Governance and Nominating Committee and any other person pursuant to which such member was selected to serve on the Corporate Governance and Nominating Committee. There are no family relationships between any member of the Corporate Governance and Nominating Committee and any of the Company’s executive officers or other directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Charter of the Corporate Governance and Nominating Committee | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 hereunto duly authorized.
| AMBOW EDUCATION HOLDING LTD. | ||
| January 12, 2026 | By: | /s/ Jin Huang |
| Jin Huang | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
CHARTER OF
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
AMBOW EDUCATION HOLDING LTD.
Purpose
The Corporate Governance and Nominating Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of Ambow Education Holding Ltd. (the “Company”), established to help ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and the Company and that the Company has and follows appropriate corporate governance practices and standards.
Committee Membership
| ● | The Committee shall be comprised of directors, each of whom meets the independence requirements established by the Board and applicable laws, regulations and listing requirements of the NYSE American as in effect from time to time.. |
| ● | The Committee members shall be appointed by and serve at the discretions of the Board. |
| ● | The Board shall designate one member of the Committee as its chairperson. |
Meetings and Procedures
| ● | The Committee will set its own schedule of meetings and will meet at least twice per year, with the option of holding additional meetings at such times as it deems necessary or appropriate. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board, and shall report on its meetings to the Board and any action taken or approved by the Committee. |
| ● | The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. The Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Committee as a whole. |
| ● | Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof. |
Authority and Responsibilities
To the extent it deems necessary or appropriate, the Committee shall perform the following:
Board Composition, Evaluation and Nominating Activities
| ● | Evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval. |
| ● | Review periodically the policy and procedures for considering stockholder nominees for election to the Board. |
| ● | Recommend for approval by the Board on an annual basis desired qualifications and characteristics for Board membership and with corresponding attributes. |
| ● | Search for, identify, evaluate and recommend for the selection by the Board, candidates to fill new positions or vacancies on the Board, and review any candidates recommended by stockholders. |
| ● | Evaluate the performance of individual members of the Board eligible for re-election, and recommend for the selection by the Board, the director nominees for election to the Board at the annual meeting of stockholders. |
| ● | Evaluate the independence of directors and director nominees against the independence requirements of the stock exchange rules and regulations and SEC rules and other applicable requirements. |
| ● | Evaluate director compensation, consulting with outside consultants and/or management, when appropriate, and make recommendations to the Board regarding director compensation. |
Board Committees
| ● | Review periodically the composition of each committee of the Board, the need for additional committees, or changes in mandate or dissolution of existing committees, and make recommendations to the Board accordingly. |
| ● | Recommend to the Board persons to be members and chairpersons of the various committees. |
Corporate Governance Generally
| ● | Develop and recommend to the Board a set of corporate governance principles and practices. |
| ● | Review annually the Company’s corporate governance principles and practices, the Company’s compliance with these principles and practices, and recommend changes, as appropriate. |
| ● | Oversee the Company’s communications and relations with stockholders. |
2
| ● | Oversee the evaluation of the Company’s management. |
| ● | Oversee, review and report to Board regarding the Company’s succession planning for the Board, senior management and other key employees. |
| ● | Periodically review and reassess the adequacy and scope this Charter and the Committee’s established processes and procedures and recommend any proposed changes to the Board for approval. |
| ● | Oversee the Board’s performance and self-evaluation process, including conducting surveys of director observations, suggestions and preferences regarding how effectively the Board operates. |
| ● | Oversee compliance by the Board and its committees with applicable laws and regulations, including the stock exchange rules and regulations and SEC rules and regulations. |
| ● | Review annually the performance of the Committee. |
Conflicts of Interest
| ● | Review and monitor the Company’s Code of Ethics. |
| ● | Consider questions of possible conflicts of interest of members of the Board and of corporate officers and review actual or potential conflicts of interest or related party transactions involving members of the Board or officers of the Company, and make determinations accordingly. |
In performing its responsibilities, the Committee shall have the authority to hire and obtain advice, reports or opinions from internal or external counsel and expert advisors, including search firms, and to set the terms and fees for any such counsel and advisors.
Adopted: January 9, 2026
3