According to the law firm press release, the Complaint charges Ambow and certain of the Company’s executive officers with violations of federal securities laws. Ambow provides educational and career enhancement services in the People’s Republic of China. The Complaint alleges that throughout the Class Period the defendants made false and/or misleading statements, as well as failed to disclose material adverse facts about Ambow’s business, operations and prospects. Specifically, the Complaint alleges that the defendants made false and/or misleading statements and/or failed to disclose: (1) that certain of the Company’s distributors did not have an adequate history of timely payment; (2) that, as such, the collection of resulting receivables from these distributors was not reasonably assured; (3) that, as a result, the Company was improperly recognizing revenue on sales to these distributors; (4) that the Company was improperly accounting for certain business acquisitions; (5) that, as a result of the foregoing, the Company’s financial results were misstated during the Class Period; (6) that the Company lacked adequate internal and financial controls; and (7) that, as a result of the above, the Company’s financial results were materially false and misleading at all relevant times.
On April 30, 2012, Ambow unexpectedly announced that it would be unable to timely file its Annual Report on Form 20-F with the SEC for the 2011 fiscal year. Thereafter, on May 16, 2012, Ambow disclosed that the Company was further delaying the filing of its 2011 Annual Report and that the Company had identified certain preliminary adjustments to its previously issued 2011 unaudited financial statements. According to the Company, Ambow expected, among others: (1) to change its revenue recognition method with respect to sales to certain distributors, leading to the reversal of between $13.5 million (RMB85 million) and $15.1 million (RMB95 million) of revenue previously recognized in 2011; (2) to make a bad debt provision of between $2.1 million (RMB13 million) and $2.4 million (RMB15 million); and (3) to increase its depreciation and other expenses by between $0.5 million (RMB3 million) and $0.6 million (RMB3.5 million).
As a result of this news, the Company's shares declined $0.99 per share, or 17.55%, to close on May 16, 2012, at $4.65 per share, on unusually heavy volume, and further declined $0.30 per share, or 6.45%, to close on May 17, 2012, at $4.35 per share, also on unusually heavy volume.
On November 19, 2012, the Court issued an Order consolidating related cases, appointing lead plaintiff, and approving the selection of lead counsel.
On February 19, 2013, the lead plaintiff filed the consolidated amended complaint. This was followed by the filing of a second consolidated amended complaint on May 3.
On August 15, 2013, the Court issued an In Chambers Order striking Defendants' motions to dismiss. Defendants were allowed to refile the motions in accordance with the Court's Standing Order and the Local Rules.
On February 6, 2014, the Court issued an Order granting the Defendants' motions to dismiss. Plaintiffs were given leave to file an amended complaint. Plaintiffs filed the Third Amended Complaint on March 17.
On October 24, 2014, the parties entered into a Stipulation and Agreement of Settlement. Preliminary approval was granted December 2. Final approval was granted March 16, 2015.