【Daniel Phillips】34 Beaconsfield Road Mosman NSW 2088 Australia March 18, 2013
Board of Directors Ambow Education Holding, Ltd
Dear Board Members
I am writing to advise of my resignation, effective today, from my roles as a Director of Ambow Education Holding, Ltd ("Ambow") and Chairman of Ambow's Audit Committee.
I believe that the Audit Committee has reached a fundamental and irreconcilable difference of opinion with Ambow's senior management regarding the process required to complete the current 10A investigation, and also regarding proposed changes to Ambow's internal controls and overall corporate governance to address deficiencies identified by the Audit Committee.
As a result of these differences of opinion, it is no longer possible for me to perform effectively my roles as a Director of Ambow and Chairman of the Audit Committee.
Yours sincerely
Daniel Phillips
Exhibit C
March 17, 2013
【Mark R. Harris】Dear Fellow Board Members,
I am writing to notify you of my resignation, effective today, from my position as a member of the Board of Directors and the Audit Committee of Ambow Education Holding, Ltd. Recent events have convinced me that I am unable to continue serving in these roles effectively, and my personal circumstances further support that determination.
Since launching the internal investigation in the summer of 2012, the Audit Committee has been diligent in pursuing information, supported in that effort by the investigators at Fenwick & West LLP and Ernst & Young LLP, and with transparency to Ambow's auditors, PriceWaterhouseCoopers. In recent weeks, the investigation has expanded, and it is now at a stage where Ambow senior management must be reviewed as well, so that the investigation can be concluded. Meanwhile, although the Audit Committee has required Ambow to put in place enhanced internal controls throughout the company (including for treasury, external financing, contract approvals and accounting records), recent events demonstrate that at least some of these changes, even when directed by the Board, have been embraced at best reluctantly and with hesitation, and the controls are not being honored consistently.
On March 16, 2013, the Board convened a meeting to discuss the proposed Privatization by Barings Equity of Ambow. In that meeting, Mr. Daniel Phillips, Chairman of the Audit Committee, referred to a discussion from an earlier Board meeting, during which it was noted that in order to allow the current internal investigation to conclude, the investigators required Ambow's Chief Executive Officer, Dr. Jin Huang, to be removed from the management of the Company. Thus, several members of the Board believed it was in the best interest of Ambow for Dr. Huang to take a leave of absence from her position until the completion of the internal investigation or, alternatively, to resign from that position effective immediately. Dr. Huang rejected both options, stating the negative consequences of her removal and how that would be harmful to the Company. Because the investigation is ongoing and no conclusions have been reached, the Board did not believe it had sufficient cause to remove her.
As I expressed at the recent board meeting, and for the reasons noted above, I believe Dr. Huang's refusal to step aside will further frustrate and extend Ambow's investigation. As a result, and because the Audit Committee (despite our efforts) has been unable to effect all of the changes in Ambow that I believe are appropriate and necessary, I am tendering my resignation.
Separately, I have also reluctantly concluded that my personal situation requires me to resign. In August 2012, my family and I relocated from Singapore to the United States for business reasons. Since that time, I have traveled frequently to Asia to continue my main activities there, as the Head of Asia for Avenue Asia Capital Management, L.P., and the time commitment for Ambow has increased significantly. The recent developments would only increase those discussions, efforts, and challenges, and would result in an even more significant time commitment. I am unable to make that additional time commitment at this time. My employer, Avenue Asia Capital Management, L.P., manages a major Ambow shareholder, GL Asia Mauritius II Cayman Ltd., and I will continue to participate in Ambow's business activities through this equity position.
Best regards,
Mark R. Harris
【Lisa Lo】Dear Fellow Board Members,
I am writing to advise you of my resignation, effective today, from my position as a Board Director of Ambow Education Holding, Ltd ("Ambow") and its affiliates and Chairman of Compensation committee of Ambow. I am convinced by recent events and my personal circumstances that I won't be able to continue serving in these roles effectively.