Exhibit 4.45


 


Loan Agreement 


 


This Loan Agreement (this “Agreement”)
is entered into by the following parties (the “Parties”) on October 14, 2015 in the People’s Republic of
China (“PRC”):


 


Lender: Beijing Ambow Shengying Education
Technology Co., Ltd.


Address: Room A1805,18th Floor,, No.18 North
Taipingzhuang Road, Haidian District, Beijing 100088, People’s Republic of China.


Contact: Jin Huang


 


Borrowers: Xuejun Xie and Gang Huang


 


(Xuejun Xie and Gang Huang are hereinafter
collectively referred to as “Borrowers”)


 


WHEREAS:


 


(1) Beijing
Ambow Zhixin Education and Technology Co., Ltd. (the “Domestic Company”) is a domestic
enterprise lawfully established under the laws of China, with a registered capital of RMB10 million, of which RMB 6 million
is contributed by Xuejun Xie, representing 60% equity interest in the Domestic Company; RMB 4 million is contributed by Gang Huang,
representing 40% equity interest in the Domestic Company; 


 


(2) Lender is a wholly-owned foreign enterprise
established in China (“Lender”);


 


Through friendly consultations and in the
spirit of equality and mutual benefits, the Parties agree as follows:


 


1. Loan 


 


1.1 Lender agrees to provide a loan to Xuejun
Xie, the principal of which amounts to RMB 6 million thousand; and to provide a loan to Gang Huang, the principal of which
amounts to RMB 4 million (collectively “Loans”).


 


1.2 Borrowers agree to accept the aforementioned
Loans provided to them respectively by Lender and assume responsibilities in connection with their respective share in the Loans.


 


1.3 The Parties agree that the Loans under
this Agreement shall bear no interest.


 




     


     

    

 


2. Pledge Security 


 


Borrowers hereby undertake that the Loans
hereunder shall be only used to repay the loans borrowed for purposes of making equity investment in the Domestic Company. Without
Lender’s prior written consent, Borrowers shall not use their equity interest in the Domestic Company to pledge, assume obligations,
create any third party interests, or transfer such equity interest to any third party.


 


3. Repayment 


 


3.1 Borrowers and Lender hereby mutually agree
and acknowledge that, to the extent permitted by the PRC laws, Lender shall determine at its sole discretion the timing and method
of the repayment of the loan hereunder and notify Borrowers in writing of such arrangements seven (7) days in advance. Borrowers
and Lender further agree that Borrowers shall not early repay the loan to Lender unless Lender notifies Borrowers in writing that
the Loans hereunder have expired or as otherwise provided herein.


 


3.2 The Parties agree that, subject to the
PRC laws and necessary approvals of the PRC government (if applicable), if Borrowers transfer all or part of their equity interest
in the Domestic Company to Lender or a third party designated by Lender in accordance with the provisions of the Call Option Agreement
entered into between Borrowers and Lender on the even date herewith (including any amendments thereafter), the loan that the Borrower
shall repay to Lender under this Agreement and is equivalent in amount to the price of the transferred equity interest (“Price
of Transferred Shares”, as defined below) shall be deemed repaid. For the purposes of this Section, the Price of Transferred
Shares shall be calculated as follows: Price of Transferred Shares = Total Amount of Loans x (Number of Transferred Shares/Total
Number of Shares).


 


3.3 If the offset of the Price of Transferred
Shares provided in Section 3.2 above is not allowed under applicable PRC laws, Borrowers shall use all the proceeds from the
sale of all the equity interest they have in the Domestic Company to repay the debt hereunder. After the payment of all the proceeds
they receive to Lender (applicable taxes and fees deducted), Borrowers’ Loans hereunder shall be deemed fully repaid.


 


3.4 Borrowers and Lender hereby mutually agree
and acknowledge that, under any of the following circumstances, Borrowers shall repay the loan immediately:


 


(1) Borrowers are dead, or have no legal capacity
or restricted legal capacity;


 


(2) Borrowers resign or are dismissed from
Lender or an affiliate of Lender;


 


(3) Borrowers commit a crime or are involved
in a crime;


 


(4) Any other third party claims against Borrowers
for payment of any debt above RMB 100,000.


 




     


     

    

 


4. Representations and Warranties 


 


4.1 Borrowers make the following representations
and warranties to Lender and acknowledge that Lender executes and performs this Agreement in reliance on such representations and
warranties:


 


(1) The Domestic Company is a limited liability
company duly incorporated and existing under the PRC laws. Its registered capital has been fully paid in. It has obtained the capital
verification report issued by a qualified accounting firm showing that the capital has been paid in full;


 


(2) The Domestic Company has completed and
obtained all government approvals, authorizations, licenses, registrations and filings necessary to operate the businesses specified
in its business license and to own its assets;


 


(3) Borrowers lawfully hold 100% equity interest
in the Domestic Company, of which Xuejun Xie holds 60% and Gang Huang holds 40%;


 


(4) Borrowers have the right to execute and
perform this Agreement; Borrower’s execution and performance of this Agreement are in compliance with the articles of association
and other constitution documents of the Domestic Company; Borrowers have obtained all necessary and appropriate approvals and authorizations
to execute and perform this Agreement.


 


(5) Borrowers’ execution and performance
of this Agreement shall not violate any laws, regulations, or government approvals, authorizations, notices or other government
documents which they are subject to or may be affected, nor shall such execution and performance violate any agreements entered
into by Borrowers with any third party or any undertakings made to any third party;


 


(6) Upon execution, this Agreement shall constitute
lawful, valid obligations that may be enforced against Borrowers according to law.


 


(7) Except as provided in the Pledge Agreement
and the Call Option Agreement, Borrowers do not place any mortgage, pledge or any other security on the equity interest it holds
in the Domestic Company, do not make any offer to transfer such equity interest to any third party, do not make any warranties
as to any offer of any third party to acquire such equity interest, and do not enter into any agreement with any third party in
connection with the transfer of the equity interest that Borrowers hold in the Domestic Company;


 


(8) There is no actual or potential dispute,
lawsuit, arbitration, administrative proceedings or any other legal proceedings relating to the equity interest that Borrowers
holds in the Domestic Company.


 


4.2 Lender makes the following representations
and warranties to Borrowers:


 


(1) It will execute and perform this Agreement
within its corporate power and business scope; it has taken necessary corporate actions and appropriate authorizations and obtained
consents and approvals from third parties and government departments, and it will not violate any legal and contractual restrictions
which it is subject to or may be affected;


 




     


     

    

 


(2) Upon execution, this Agreement shall constitute
lawful, valid and binding obligations that may be enforced against Lender in accordance with the terms hereof.


 


5. Borrowers’ Undertakings 


 


Borrowers undertake that, during the term
of this Agreement, they shall:


 


(1) not sell, transfer, pledge or otherwise
dispose of, or allow any other security interest to be created on the equity interest or other interests they hold in the Domestic
Company other than the equity pledge and other rights created for the benefit of Lender;


 


(2) not vote to agree at any shareholders’
meetings of the Domestic Company or support or sign any shareholders’ resolutions that approve the sale, transfer, pledge
or disposal of the legal and beneficial interests in the equity interest of the Domestic Company, or allow any other security interest
to be created on such interests without Lender’s prior written consent, other than to Lender or a person designated by Lender;


 


(3) not vote to agree at any shareholders’
meetings of the Domestic Company or support or sign any shareholders’ resolutions that approve the Domestic Company’s
merger or affiliation with any company or the acquisition of or investment in any company without Lender’s prior written
consent;


 


(4) notify Lender immediately of any action,
arbitration or administrative proceedings in relation to the equity interest in Domestic Company that have occurred or may occur;


 


(5) execute all necessary or proper documents,
take all necessary or proper actions, and bring in all necessary or proper indictments or make necessary or proper defenses against
all claims in order to maintain their ownership of the equity interest in the Domestic Company;


 


(6) not commit any act or omission that may
significantly affect the Domestic Company’s assets, business and liabilities without Lender’s prior written consent;


 


(7) appoint any person nominated by Lender
as the Board member of the Domestic Company at the request of Lender;


 


(8) immediately and unconditionally transfer
all of their equity interest in the Domestic Company to Lender and/or a person designated by Lender subject to and to the extent
permitted by the PRC laws in the event that Lender exercises the Call Option set forth herein;


 


(9) not request the Domestic Company to distribute
dividends or profits to them without Lender’s consent;


 


(10) repay Lender all equity transfer proceeds
as the principal of the Loan and the interest or the cost of occupied funds permitted under the laws as soon as they transfer the
equity interest in Domestic Company to Lender or a person designated by Lender; and


 




     


     

    

 


(11) strictly comply with various provisions
hereof, duly perform all their obligations hereunder, and not commit any act or omission that is sufficient to affect the validity
and enforceability of this Agreement.


 


5.2 Borrowers undertake that, during the term
of this Agreement, as the shareholders of the Domestic Company, they shall cause the Domestic Company:


 


(1) not to supplement, alter or modify its
constitutional documents in any way, or increase or decrease its registered capital, or change its capital structure in any way
without Lender’s prior written consent;


 


(2) to maintain its existence in accordance
with good financial and business standards and practice, and operate its business and handle its affairs diligently and efficiently;


 


(3) not to sell, transfer, pledge or otherwise
dispose of its lawful or beneficial interest in any assets, business or income at any time from the date hereof, or allow any other
secure interest to be created on such interest without Lender’s prior written consent;


 


(4) not to incur, assume, guarantee or allow
the existence of any obligations without Lender’s prior written consent, other than (i) any obligations arising during
the ordinary course of business rather than by means of loans and (ii) any obligations that have been disclosed to and approved
by Lender;


 


(5) to operate all its business during the
ordinary course of business all the time to maintain its asset value;


 


(6) not to enter into any material contract
(for the purposes of this paragraph, if a contract’s value is more than RMB 1 million, it shall be deemed as a material
contract) without Lender’s prior written consent except during the ordinary course of business;


 


(7) to provide Lender with all information
about its operations and financial conditions at the request of Lender;


 


(8) not to merge or affiliate with any company
or acquire or invest in any company without Lender’s prior written consent;


 


(9) not to distribute dividends to shareholders
without Lender’s prior written consent, and to immediately distribute all of its distributable profits to its shareholders
at the request of Lender;


 


(10) to notify Lender immediately of any action,
arbitration or administrative proceedings in relation to its assets, business and revenue that have occurred or may occur;


 


(11) to execute all necessary or proper documents,
take all necessary or proper actions, and bring in all necessary or proper indictments or make necessary or proper defenses against
all claims in order to maintain its ownership of all of its assets; and


 




     


     

    

 


(12) to strictly comply with the service agreement
and other agreements entered into with any affiliate of Lender, duly perform all its obligations under the service agreement and
other agreements, and not to commit any act or omission that is sufficient to affect the validity and enforceability of the service
agreement and other agreements.


 


6. Breach 


 


Where Borrowers fail to repay Lender the Loans
in accordance with this Agreement, Borrowers shall pay Lender overdue interest at a daily rate of 0.01% for any loan which is due
and payable but has not been repaid.


 


7. Effectiveness and Termination 


 


This Agreement shall come into effect from
the date of execution by the Parties and terminate after Borrowers fully repay the Loans under this Agreement.


 


8. Confidentiality 


 


8.1 Either Party agrees to use its best endeavors
to take all reasonable measures to keep confidential all confidential materials and information that is known to or accessed by
it by means of disclosure by the other Party (“Confidential Information”). Without the disclosing Party’s prior
written consent, the receiving Party shall not disclose, give or transfer any such Confidential Information to any third party.
Upon termination of this Agreement, the receiving Party shall return to the disclosing Party or destroy any documents, materials
or software that may contain the Confidential Information at the disclosing Party’s request, and delete any confidential
information from any relevant memory devices, and shall not continue to use such Confidential Information.


 


8.2 The Parties agree that this Section shall
survive regardless of whether this Agreement is altered, terminated or expired.


 


9. Notices 


 


9.1 Any notices or other communications given
by either Party as required hereunder shall be written in Chinese, and sent to the other Party’s address by personal delivery,
or generally accepted courier service or facsimile.


 


9.2 If the notices are sent by personal delivery,
they shall be deemed as effectively given on the date of delivery; if they are sent by facsimile, they shall be deemed as effectively
given on the day following the date of facsimile transmission; if they are sent by courier, they shall be deemed effectively given
on the day shown on the return receipt.


 


10. Governing Law and Dispute Resolution



 


10.1 This Agreement shall be governed by and
construed in accordance with the PRC laws.


 




     


     

    

 


10.2 If any dispute arises between the Parties
in connection with the interpretation and performance of the terms hereof, the Parties shall negotiate in good faith to resolve
such dispute. If no agreement can be reached, either Party may submit such dispute 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
Chinese in Beijing. The award of the arbitration shall be final and binding on both Parties.


 


10.3 Except the matters in dispute, the Parties
shall continue to perform their respective obligations hereunder in good faith in accordance with the provisions hereof.


 


11. Miscellaneous 


 


11.1 Any amendment and supplement to this
Agreement shall be made by written agreement duly signed by the Parties. Any signed amendment and supplement constitutes a part
of this Agreement and shall have the same force and effect as this Agreement.


 


11.2 Borrowers shall not assign their rights
and obligations hereunder to any third party without Lender’s prior written consent.


 


11.3 If any provisions hereof are deemed unlawful
or unenforceable under applicable laws, such provisions shall be deemed deleted from this Agreement and invalid. However, this
Agreement shall remain effective and shall be deemed not having such provisions from the beginning. The Parties shall discuss with
each other to replace the deleted provisions with lawful and valid provisions that are acceptable to Lender.


 




     


     

    

 


IN WITNESS WHEREOF, the authorized representatives
of the Parties have executed this Agreement on the date first above written.


 


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


 


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