UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ambow Education Holdings Limited
(Name of Issuer)
American Depositary Shares, representing Class A Ordinary Shares
(Title of Class of Securities)
02322P101
(CUSIP Number)
May 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP: 02322P101 Page 1 of 9
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group International, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
3,105,680
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 3,127,080
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,127,080 Beneficial ownership disclaimed pursuant to Rule
13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP: 02322P101 Page 2 of 9
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital International, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
2,826,280
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,826,280
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,826,280 Beneficial ownership disclaimed pursuant to Rule
13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP: 02322P101 Page 3 of 9
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emerging Markets Growth Fund, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING NONE
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,682,840 See Additional information in Item 4.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
CUSIP: 02322P101 Page 4 of 9
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Item 1(a) Name of Issuer:
Ambow Education Holdings Limited
Item 1(b) Address of Issuer's Principal Executive Offices:
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Road
Haidan District, Beijing 100088, PRC
Item 2(a) Name of Person(s) Filing:
Capital Group International, Inc., Capital International, Inc.
and Emerging Markets Growth Fund, Inc.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
American Depositary Shares, representing Class A Ordinary
Shares
Item 2(e) CUSIP Number:
02322P101
Item 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(d) [X] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
CUSIP: 02322P101 Page 5 of 9
See pages 2 to 4
Capital Group International, Inc. ("CGII") is the parent
holding company of a group of investment management companies
that hold investment power and, in some cases, voting power
over the securities reported in this Schedule 13G. The
investment management companies, which include a "bank" as
defined in Section 3(a)(6) of the Securities Exchange Act of
1934 (the "Act") and several investment advisers registered
under Section 203 of the Investment Advisers Act of 1940,
provide investment advisory and management services for their
respective clients which include registered investment
companies and institutional accounts. CGII does not have
investment power or voting power over any of the securities
reported herein. However, by virtue of Rule 13d-3 under the
Act, CGII may be deemed to "beneficially own" 3,127,080 shares
or 5.9% of the 53,412,913 shares, including American Depositary
Shares, believed to be outstanding.
Capital International, Inc. ("CII"), an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940 is deemed to be the beneficial owner of 2,826,280 shares
or 5.3% of the 53,412,913 shares, including American Depositary
Shares, believed to be outstanding as a result of acting as
investment adviser to various investment companies and
institutional accounts.
Emerging Markets Growth Fund, Inc., an investment company
registered under the Investment Company Act of 1940, which is
advised by Capital International, Inc., is the beneficial
owner of 2,682,840 shares or 5% of the 53,412,913 shares,
including American Depositary Shares, believed to be
outstanding.
All of the shares reported are held in the form of American
Depositary Shares, which each represent 2 Class A Ordinary
Shares.
Item 5 Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: One or more clients of Capital Group International,
Inc. have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the American Depositary Shares, representing Class A Ordinary
Shares of Ambow Education Holdings Limited. Capital Group
International, Inc. holds more than five percent of the
outstanding American Depositary Shares, representing Class A
Ordinary Shares of Ambow Education Holdings Limited as of May
31, 2012 on behalf of each of the following client(s):
Emerging Markets Growth Fund, Inc.
CUSIP: 02322P101 Page 6 of 9
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
1. Capital Guardian Trust Company ("CGTC") is a bank as defined
in Section 3(a)(6) of the Act and an investment adviser
registered under Section 203 of the Investment Adviser Act of
1940, and a wholly owned subsidiary of Capital Group
International, Inc.
2. Capital International Limited ("CIL") does not fall within
any of the categories described in Rule 13d-1(b)(ii)(A-F) but
its holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CIL is a
wholly owned subsidiary of Capital Group International, Inc.
3. Capital International Sarl ("CISA") does not fall within any
of the categories described in Rule 13d-1(b)(ii)(A-F) but its
holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CISA is a
wholly owned subsidiary of Capital Group International, Inc.
4. Capital International, Inc. ("CII") is an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940 and is a wholly owned subsidiary of Capital Group
International, Inc.
5. Capital International, Inc. serves as investment adviser to
Emerging Markets Growth Fund, Inc., an investment company
registered under the Investment Company Act of 1940.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
CUSIP: 02322P101 Page 7 of 9
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: June 8, 2012
Signature: ***Peter C. Kelly
Name/Title: Peter C. Kelly, Secretary
Capital Group International, Inc.
Date: June 8, 2012
Signature: *Peter C. Kelly
Name/Title: Peter C. Kelly, Senior Vice President,
Secretary and Senior Counsel
Capital International, Inc.
Date: June 8, 2012
Signature: *Peter C. Kelly
Name/Title: Peter C. Kelly, Vice President
Emerging Markets Growth Fund, Inc.
***By /s/ Liliane Corzo
Liliane Corzo
Attorney-in-fact
Signed pursuant to a Power of Attorney dated September 2,
2011 included as an Exhibit to Schedule 13G filed with the
Securities and Exchange Commission by Capital Group
International, Inc. on November 10, 2011 with respect to
Ambow Education Holdings Limited.
CUSIP: 02322P101 Page 8 of 9
AGREEMENT
Los Angeles, CA
Capital Group International, Inc. ("CGII"), Capital International,
Inc. ("CII") and Emerging Markets Growth Fund, Inc. ("EMGF") hereby
agree to file a joint statement on Schedule 13G under the Securities
Exchange Act of 1934 (the "Act") in connection with their beneficial
ownership of American Depositary Shares, representing Class A Ordinary
Shares issued by Ambow Education Holdings Limited.
CGII, CII and EMGF state that they are each entitled to
individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII, CII and EMGF are each responsible for the timely filing of
the statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: ***Peter C. Kelly
Peter C. Kelly, Secretary
Capital Group International,
Inc.
CAPITAL INTERNATIONAL, INC.
BY: *Peter C. Kelly
Peter C. Kelly, Senior Vice
President, Secretary and Senior
Counsel
Capital International, Inc.
EMERGING MARKETS GROWTH FUND, INC.
BY: *Peter C. Kelly
Peter C. Kelly, Vice President
Emerging Markets Growth Fund,
Inc.
***B /s/ Liliane Corzo
y
Liliane Corzo
Attorney-in-fact
Signed pursuant to a Power of Attorney dated September 2, 2011
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Group International, Inc. on
November 10, 2011 with respect to Ambow Education Holdings
Limited.
CUSIP: 02322P101 Page 9 of 9