Exhibit 4.39


 


Power of Attorney 


 


Shareholder: Gang Huang (“Pledgor”)


 


Attorney-in-fact: Beijing Ambow Shengying
Education Technology Co., Ltd.  (“Ambow Shengying”)


 


In accordance
with the Share Pledge Agreement executed by Gang Huang on October 14, 2015(“Pledge Agreement”), by executing this
power of attorney (the “POA”), the Pledgor hereby appoints Ambow Shengying as his attorney-in-fact (“Attorney-in-fact”)
to (i) attend the shareholder meetings of Beijing Ambow Rongye Education and Technology Co., Ltd. (“Ambow
Rongye ”) and exercise all voting rights to which the Pledgor is entitled as a shareholder of Ambow Rongye , including without
limitation selling, transferring, pledging, or disposing of all or any part of the Pledgor’s equity interest; (ii) sign
any resolutions adopted by the Board of Ambow Rongye and any other documents requiring to be signed by the shareholders of Ambow
Rongye ; and (iii) nominate and appoint the legal representative, executive director and/or director, supervisor, general
manager and other senior management personnel of Ambow Rongye as the Pledgor’s authorized representative. 


 


The Attorney-in-fact shall act in good faith
for the purpose of maximizing the value of the Pledged Equity (as defined in the Pledge Agreement), and its acts shall be in compliance
with applicable Chinese laws and regulations in all respects. Any act performed by and any document executed by the Attorney-in-fact
hereunder shall be deemed the act performed by or the document executed by the Pledgor.


 


This POA shall come into effect upon the date
of execution. Unless terminated as agreed, this POA shall be irrevocable and remain effective during the Term of Pledge (as defined
in the Pledge Agreement).


 


	 	By:	/s/
	 	 	Gang Huang
	 	 	 
	 	 	
        Date September 8, 2015



 




     


     

    

 


Power of Attorney


 


Shareholder: Xuejun Xie (“Pledgor”)


 


Attorney-in-fact: Beijing Ambow Shengying
Education Technology Co., Ltd. (“Ambow Shengying”)


 


In accordance
with the Share Pledge Agreement executed by Gang Huang on October 14, 2015(“Pledge Agreement”), by executing this
power of attorney (the “POA”), the Pledgor hereby appoints Ambow Shengying as his attorney-in-fact (“Attorney-in-fact”)
to (i) attend the shareholder meetings of Beijing Ambow Rongye Education and Technology Co., Ltd. (“Ambow
Rongye ”) and exercise all voting rights to which the Pledgor is entitled as a shareholder of Ambow Rongye , including without
limitation selling, transferring, pledging, or disposing of all or any part of the Pledgor’s equity interest; (ii) sign
any resolutions adopted by the Board of Ambow Rongye and any other documents requiring to be signed by the shareholders of Ambow
Rongye ; and (iii) nominate and appoint the legal representative, executive director and/or director, supervisor, general
manager and other senior management personnel of Ambow Rongye as the Pledgor’s authorized representative.


 


The Attorney-in-fact shall act in good faith
for the purpose of maximizing the value of the Pledged Equity (as defined in the Pledge Agreement), and its acts shall be in compliance
with applicable Chinese laws and regulations in all respects. Any act performed by and any document executed by the Attorney-in-fact
hereunder shall be deemed the act performed by or the document executed by the Pledgor.


 


This POA shall come into effect upon the date
of execution. Unless terminated as agreed, this POA shall be irrevocable and remain effective during the Term of Pledge (as defined
in the Pledge Agreement).


 


	 	By:	/s/
	 	 	Xuejun Xie
	 	 	 
	 	 	
        Date: September 8, 2015