Exhibit 4.38


 


Call Option Agreement 


 


Between 


 


Beijing Ambow Shengying Education Technology
Co., Ltd. And 


 


Xuejun Xie and Gang Huang


 


September 8, 2015


 




     


     

    

 


Call Option Agreement 


 


This Call Option Agreement (this “Agreement”)
is entered into by the following Parties on September 8, 2015:


 


1. Beijing Ambow Shengying Education Technology
Co., Ltd., a limited liability company duly established and existing under the Chinese laws, with its registered address Room
A1805,18th Floor,, No.18 North Taipingzhuang Road, Haidian District,Beijing (hereinafter referred to as “Party A”);
and


 


2. Xuejun Xie, a Chinese citizen; Gang Huang,
a Chinese citizen (each hereinafter referred to as “Party B”, and collectively, “Party B”);


 


WHEREAS


 


A. Party B owns
100% equity interest in Beijing Ambow Rongye Education and Technology Co., Ltd. (“Ambow
Rongye ”); 


 


B. Party B is willing to transfer their equity
interests in Ambow Rongye to Party A (or its affiliate or assign) to the extent permitted by the Chinese laws and if such transfer
is allowed under the Chinese laws.


 


Now therefore, through good faith consultations,
the Parties reach an agreement on the following terms:


 


Section 1 Definitions 


 


Unless otherwise specified in this Agreement,
the following terms shall have the following meanings:


 


	Call Option	 	The right granted to Party A and/or any third party designated by Party A to subscribe for all or part of the equity interests held by Party B in Ambow Rongye  under the terms and conditions of this Agreement.
	 	 
	China	 	The People’s Republic of China (excluding Hong Kong, Macau and Taiwan for the purposes of this Agreement).
	 	 
	Chinese laws	 	The laws, regulations and decisions made and promulgated by various Chinese legislative authorities; the administrative rules, regulations, measures and other legally binding official documents made and promulgated by various Chinese administrative authorities.
	 	 
	Approvals	 	The approvals, consents, permits and authorizations made and/or issued by relevant Chinese administrative authorities under the Chinese laws.
	 	 
	Equity in Ambow Rongye 	 	The equity interests held lawfully by Party B in Ambow Rongye . The ratio of such equity is equivalent to the ratio of Party B’s capital contributions to Ambow Rongye to Ambow Rongye ’s registered capital.
	 	 
	Loan Agreement	 	The loan agreement and any amendments thereto entered into among Party A and Party B.


 




     


     

    

 


Section 2 Grant of Call Option 


 


2.1 Party B hereby irrevocably and exclusively
grant Party A the Call Option, the right that allows Party A and any third party designated by Party A to subscribe for all or
part of the equity interest held by Party B in Ambow Rongye .


 


2.2 To the extent permitted by the Chinese
laws, Party A and/or any third party designated by Party A shall have the right to exercise the Call Option at any time during
the term of this Agreement, to obtain necessary government approvals and complete required registration procedures (if required,
including the evaluation procedures), and to obtain and maintain the Equity in Ambow Rongye . Party A and/or any third party designated
by Party A shall become the lawful holder of the Equity in Ambow Rongye , and shall have the right to obtain all shareholder rights
according to its shareholding ratio.


 


2.3 Without Party A’s written consent,
Party B shall not grant to any third party any rights, senior to or on a parity with Call Option.


 


Section 3 Consideration for the Call
Option 


 


To the fullest extent permitted by the Chinese
laws, the transfer price of the Equity in Ambow Rongye (or any part thereof) shall be equal to Party B’s initial contribution
to the registered capital of Ambow Rongye in exchange for such Equity in Ambow Rongye (or any part thereof) (“Contribution
to Registered Capital”). The Parties agree that, to the fullest extent permitted by the Chinese laws, in connection with
the transfer of any or all Equity in Ambow Rongye to Party A and/or any third party designated by Party A, Party A shall have the
right to offset the debt Party B owes to Party A against the transfer price for such Equity, and Party A and any third party designated
by Party A shall not be required to make any cash payment to Party B separately. If the Equity in Ambow Rongye is required to be
valuated under relevant Chinese laws, or there are any other provisions for the transfer price for such Equity, then such transfer
price shall be the lowest price permitted under relevant Chinese laws.


 


Section 4 Exercise of the Call Option



 


4.1 Party A and/or any third party designated
by Party A shall have the right to exercise the Call Option in any way permitted by law at any time within the term of the Call
Option upon effectiveness of this Agreement.


 


4.2 During the term of this Agreement, Party
A and/or any third party designated by Party A may exercise the Call Option in whole or part in order to obtain any or all of the
equity interest for which it has the right to subscribe hereunder at one or more times.


 


4.3 Party A shall exercise the Call Option
by delivering a subscription notice to Party B (see the form and substance of such notice in Appendix 1). Party B shall transfer
to Party A and/or any third party designated by Party A the corresponding Equity in Ambow Rongye as specified in the subscription
notice.


 




     


     

    

 


4.4 Party B shall complete all procedures
required for Party A and/or any third party designated by Party A to obtain the Equity in Ambow Rongye and become a lawful shareholder
of Ambow Rongye within sixty (60) days after Party A and/or any third party designated by Party A sends the subscription notice
for the exercise of the Call Option, including without limitation, adopting any necessary resolution, providing or causing or facilitating
Ambow Rongye to provide all necessary documents, and causing and helping Ambow Rongye to obtain approvals from competent government
authorities for the change of equity and handle all relevant procedures in the event that Ambow Rongye is converted to a foreign-invested
company due to the exercise of the Call Option.


 


Section 5 Representations and Warranties



 


5.1 Party B represents and warrants to Party
A and/or any third party designated by Party A (as the case may be) as follows in connection with the Call Option as of the date
of this Agreement and at the time when Party A and/or any third party designated by Party A exercises the Call Option hereunder:


 


(1) Ambow Shanhai is a limited liability company
duly established and existing under the Chinese laws;


 


(2) Party B has contributed the capital for
his or her equity interest in Ambow Rongye in full. Party A and/or any third party designated by Party A shall acquire such equity
interest without any capital contribution to Ambow Rongye in accordance with this Agreement;


 


(3) Except the pledge granted to Party A by
the share pledge agreement entered into by Party A and Party B on September 8, 2015, Party B has not created or allowed any option,
call option, pledge, or other equity interest or security interest on Equity in Ambow Rongye without Party A’s written consent;


 


(4) Party B hereby agrees that it shall irrevocably
waive the preemptive right to purchase the Equity in Ambow Rongye to which it is entitled under the Chinese laws and the bylaws
of Ambow Rongye , and allow Party A and/or any third party designated by Party A to exercise the Call Option;


 


(5) Without Party A’s written consent,
Party B shall not transfer the Equity in Ambow Rongye to any third party;


 


(6) Without Party A’s written consent,
Party B shall not supplement, alter or modify the Articles of Association of Ambow Rongye in any form, shall not increase or decrease
its registered capital, or otherwise change the structure of its registered capital;


 


(7) During the term of this Agreement, Party
B and Ambow Rongye have not engaged in and shall not engage in any act or omission that may cause any losses to Party A or cause
any reduction in value of the Equity in Ambow Rongye ;


 




     


     

    

 


(8) Without Party A’s written consent,
Party B shall not incur, assume, guarantee or allow the existence of any debt other than the debt that (i) arises in the normal
or routine course of business rather than out of borrowing; and (ii) has been disclosed to and approved in writing by Party
A;


 


(9) Ambow Rongye has the right to operate
all business activities within the approved business scope which it is operating or it expects to operate in the future; and


 


(10) Party B shall not have the right to early
terminate this Agreement.


 


5.2 Party A represents and warrants to Party
B in connection with the execution of this Agreement as follows:


 


(1) Party A is a limited liability company
duly established and existing under the Chinese laws;


 


(2) The execution and performance of this
Agreement will not constitute Party A’s violation of its obligations under any legally binding documents entered into with
any third party, or constitute a violation of any prohibition or ruling of any administrative authorities, arbitration agencies
or judicial organs.


 


Section 6 Liability for Breach 


 


6.1 Under any of the following circumstances,
Party B shall be deemed to breach the Agreement:


 


(1) Any representations or warranties made
by Party B are not true or correct;


 


(2) Party B transfers the Equity in Ambow
Rongye to any company or individual other than Party A and/or any third party designated by Party A without Party A’s prior
written consent;


 


(3) Party B fails to promptly handle or facilitate
Ambow Rongye to handle relevant procedures upon receipt of the subscription notice from Party A and/or any third party designated
by Party A in accordance with this Agreement, which would cause Party A and/or any third party designated by Party A to fail to
acquire the Equity of Ambow Rongye ;


 


(4) Party B attempts to terminate this Agreement
without Party A’s consent;


 


(5) Party B violates any other provisions
hereof.


 


If Party B breaches the Agreement, it shall
indemnify Party A against all direct economic losses, any foreseeable indirect losses and any expenses incurred by Party A for
such breach, including without limitation attorney fees, litigation and arbitration fees, financial and travel expenses.


 




     


     

    

 


Section 7 Term 


 


7.1 This Agreement shall come into effect
as of the date when the authorized representatives of the Parties duly sign the Agreement, and shall remain effective until the
termination of the Loan Agreement.


 


7.2 Unless otherwise provided herein, Party
A shall have the right to early terminate this Agreement upon twenty (20) days’ prior notice, but Party B shall not
early terminate this Agreement.


 


Section 8 Force Majeure 


 


8.1 Force Majeure means any event (i) that
is beyond the control of either or both Parties hereto; (ii) that cannot be foreseen or cannot be overcome even foreseeable;
and (iii) that occurs after the date of this Agreement and prevent either Party hereto from performing this Agreement in whole
or part. Force Majeure includes without limitation the occurrence of explosion, fire, flood, earthquake and other acts of God and
war, civil disorder, governmental act of sovereignty, etc.


 


8.2 The Party affected by any Force Majeure
event may suspend the performance of relevant obligations that cannot be performed due to Force Majeure until the effect of such
Force Majeure event is eliminated, and shall not be held liable for such suspension. However, such Party shall use its best endeavors
to overcome such event and reduce its adverse effect.


 


8.3 The Party affected by any Force Majeure
event shall provide the other Party with a legitimate certificate issued by a notary public (or any other proper authorities) in
the place where such event occurs to evidence the Force Majeure event; if such Party cannot provide such certificate, the other
Party may hold such Party liable for breach of the Agreement in accordance with the provisions hereof.


 


Section 9 Governing Law 


 


The conclusion, effectiveness, interpretation,
performance, enforcement and dispute resolution of this Agreement shall be governed by the laws of the People’s Republic
of China.


 


Section 10 Dispute Resolution 


 


10.1 All disputes arising out of or in connection
with this Agreement shall be settled by the Parties through good faith consultations. If no agreement can be reached through consultations
within sixty (60) days after one Party receives a notice from other Party requesting the beginning of such consultations or
as otherwise agreed by the Parties, either Party shall have the right to submit relevant disputes to the China International Economic
and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The arbitration shall
be held in Beijing. The award of the arbitration shall be final and binding on both Parties.


 


10.2 The arbitration costs shall be borne
in accordance with the award specified in Section 10.1 above.


 




     


     

    

 


10.3 While any disputes exist between the
Parties, the Parties shall continue to perform duties and obligations without any dispute.


 


Section 11 Miscellaneous 


 


11.1 No amendment, modification, addition
or deletion made to this Agreement shall become effective unless the Parties sign a written document by mutual agreement.


 


11.2 The invalidity, ineffectiveness and unenforceability
of any provisions hereof shall not affect or prejudice the other provisions’ validity, effectiveness and enforceability.
However, the Parties shall also cease to perform such invalid, ineffective and unenforceable provisions, and only modify such provisions
to the extent the modified provisions have the closest intent to the original provisions so that they are valid, effective and
enforceable under such specific facts and circumstances.


 


11.3 This Agreement shall be effective to
and binding upon both Parties and their respective successors or permitted assigns. Party A shall have the right to transfer its
rights under this Agreement and other agreements contemplated herein at its sole discretion to any third party without Party B’s
consent.


 




     


     

    

 


IN WITNESS WHEREOF, the duly authorized representatives
of Party A and Party B have executed this Agreement on the date first above written.


 


	Beijing Ambow Shengying Education Technology Co., Ltd.	 
	 	 	 
	Authorized Representative:	 	 
	Signature:	/s/	 


 


	Xuejun Xie	 
	 	 	 
	Signature:	/s/	 
	 	 	 
	Gang Huang	 
	 	 	 
	Signature:	/s/	 


 




     


     

    

 


Appendix 1


 


Subscription Notice


 


Dear Sir:


 


This is to notify
you that, in accordance with the Call Option Agreement (“Agreement”) entered into by you and Beijing Ambow Shengying
Education Technology Co., Ltd. on October 14, 2015, we decide to exercise the call option under such Agreement for [all]
or [part] of the equity interest in Beijing Ambow Rongye Education and Technology Co., Ltd. (and
appoint [                ] as the transferee
of the target equity interest).


 


	 	 
	 	 
	Authorized Representative:	 
	Title:	 
	Date: