SecProbe.io

December 21, 2012

Via E -mail
Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian District
Beijing PRC  1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F
Filed May 29, 2012
File No. 001 -34824

Dear Dr. Huang:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these commen ts, we may have additional comments.

General

1. Please clarify how many schools and tutoring centers you operate.  On pages 21 and 39
you disclose that you have a total of 33 schools (of which  three  are registered as schools
not requiring reaso nable returns), while all others are registered as requiring reasonable
returns.  However, on pages 30 and 39 (and elsewhere) we note your disclosure that as of
December 31, you had 150 tutoring centers, five K-12 schools, 25 career enhancement
centers, two career enhancement campuses and one college.  Please clarify.

2. We note that you adopted the VIE structure due to the restrictions on direct foreign
ownership of elementary and middle schools for students and businesses that provide
content over the inter net, as discussed on pages 16 and 46.  However, you state on page
39 that direct foreign investment is permitted for your tutoring services, therefore please

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 2

 revise your disclosure to clarify why you use the VIE structure for businesses that appear
to be p ermitted for foreign investment.

Risk Factors

3. Please revise your Risk Factors section to include a separate risk factor discussing the
potentially limited access by investors and other market participants to corporate records
filed with PRC government e ntities such as SAIC.  Include in your discussion what steps
must be taken by individuals to gain access to these records, for example, seeking
permission from you for SAIC to grant access to this information including, but not
limited to, financial report s, shareholder changes and assets transfers.

“Our VIEs and their respective subsidiaries..,” page 18

4. Please expand your disclosure to indicate the portion of your schools that elect to require
reasonable returns.

“The regulation of Internet website ope rators in China…,” page 20

5. Please expand your disclosure to indicate which “competent authorities” your PRC
counsel consulted with respect to the whether your activities exceed the scope of Ambow
Shida’s ICP license.  Please further expand this risk facto r to address the risks associated
with a finding that your activities have exceeded the scope of the license, including fines,
your ability to conduct your business and note the portion of your business attributed to
these activities.

“Governmental control of currency conversion may affect the value of your investment…,” page
29

6. Please revise your disclosure in this risk factor to reference any new rules, regulations
and circulars, or restrictions by SAFE or other agencies of the PRC (including Circ ular
45 promulgated November 16, 2011 by SAFE), regarding Renminbi converted from
foreign currency capital.  Explain how these limitations may affect your ability to finance
your PRC subsidiaries.

Acquisitions and disposals, page 37

7. Please expand your d isclosure here and throughout your filing to clarify how you
disposed of four tutoring and career enhancement subdivisions and initiated the disposal
of Beijing Century College and its schools.  Tell us what consideration you received in
return for the dis posal of such assets.  Please clarify how your disposal of four
subdivisions assisted you in focusing on organic growth, greater capital efficiency and
better asset turnover (as discussed on page 9).  Explain whether any of these schools are
the same as th e school involved in your July 5, 2012 announcement regarding allegations

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 3

 of financial impropriety and wrongful conduct in connection with your acquisition of a
training school in 2008.

8. Please clarify why you “reverted the operating right” for a portion o f the Zhenjiang
Ambow International School back to its original owner.  Please clarify how you did this.
Please tell us whether this is the entity referenced in your July 5, 2012 announcement
regarding allegations of financial impropriety and wrongful con duct in connection with
your acquisition of a training school in 2008.

Regulation of independent colleges, page 39

9. Please expand your disclosure to address whether management anticipates being able to
meet the land requirement applicable to Applied Techn ology College prior to March 31,
2013.

Software copyright registration, page 41

10. We note your statement that you have been issued 67 registration certificates for
computer software copyrights.  Please clarify how many of these registrations you need
for the operation of your business.

Regulations on internet information services, page 41

11. Please clarify whether you believe that your operations are currently in compliance with
these regulations.

Organizational Structure, page 45

12. Please expand your organizational chart to include the entities owned by the VIEs and other
parties .  For example, we note your statement on page 48 that Ambow Shida owns 100%
equity interest in two of your schools and 70% and 90% equity interest in two other schools.

13. Please revise the last bullet point on page 46 to clarify that the voting power you
reference is through a power of attorney.

Schools, page 48

14. Please disclose whether you currently pay any rent or other payments for the use of the land
owned by Changsha Yax ing Property Development Company Limited.

Agreements that provide effective control over our VIEs , page 49

15. Please disclose , if true,  that you have no agreements that pledge the assets of the VIEs for
the benefit of the WFOE.

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 4

 16. Please expand your disclosure in this section to include a more detailed summary of the
agreements governing your relationship with your VIEs. Your disclosure should include,
among other material terms, the term of each such agreement and the respective
termination rights of the parties.

17. Please expand your disclosure to clarify whether the pledge in each of your share pledge
agreements has been registered with the local SAIC.  If it has not been registered, include
risk factor disclosure addressing the r isks associated with the failure to register the equity
pledge.

18. Please revise your disclosure to address the fact that the primary remedy under the share
pledge agreements for default in these arrangements is to engage in an auction or sale of
the shares .  Your disclosure should clarify that such an auction or sale may not result in
Ambow’s receipt of full value of the equity or the business of the entities and that any
proceeds you receive would be net of the payment of related expenses and taxes.

19. Pleas e disclose why you have not received any payment of service fees under the service
agreements.  We note that you indicate on page 47 that Ambow Online “earned”
significant net revenues under these agreements for the three most recent fiscal years.
We also  note your statement on page 71 that a portion of your VIEs’ cash balances are
“paid” to you.  Please explain.  We also note that Appendix 2, which contains the fees
contemplated by your Technology Service Agreements filed as Exhibits 4.11 and 4.18 to
your Form 20 -F, are not filed with these agreements.  Please file the Appendix.

20. We note that one of your powers of attorney may be terminated by the VIE shareholders.
Please address here and in your risk factors the impact the revocation of the power of
attorney would have on your operating structure.

21. Please tell us how the powers of attorney, including general authorization, include the
right of the WFOEs to nominate the officers and directors of the VIE on whom they may
vote.  We note your statement on page 50 that such nomination rights are included
without limitation, but do not find the provision in your powers of attorney.  Identify
which entity or individual holds the nomination rights over the VIE under your current
VIE arrangement with these agreements in place.

22. We note your statement on page  17 that your VIE “contractual arrangements are
governed by PRC law and provide for the resolution of disputes through arbitration in the
PRC.”  Please reconcile your statement with the fact that your powers of attorney do not
include a dispute resolution clause.  Disclose how any hearing of a dispute in a PRC court
of law would differ from such hearing in a center for international arbitration.

Net Revenues, page 56

23. Please explain footnote 1 to the table on page 56. We note your statement that you
disclose your student enrollments “during the period” because those students can enroll in

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 5

 multiple classes during a period.  Please clarify to what period you are referring.  Also,
disclose the portion of student enrollments that are those serviced in your ce nters as
opposed to those who merely use the software products sold by distributors.

Item 5. Operating and Financial Review and Prospects

General and administrative expenses, pages 59 and 67

24. We note that your bad debt provision increased by over 2900% i n 2011 from RMB
107,000 in 2010 to RMB 14.2 million in 2011.  Please tell us and disclose the reasons for
the significant increase in your bad debt expense.  In addition, tell us and disclose
whether you expect such increase to continue or change in the fu ture and the reasons
why.  We also note that your accounts receivable has increased significantly in 2011 due
to your extension of “longer credit terms to distributors.”  Please tell us and disclose the
reasons for such extension and how it will impact you r current and future liquidity.

Critical accounting policies and estimates, page 61

25. It appears that you have identified risks and uncertainties related to the consolidation of
the VIEs in the Note 1(d) that are not addressed in your critical accounting p olicies.
Please expand to include all relevant risks and uncertainties or provide a cross -reference
to where such disclosures exist.

26. We note on page 46 that you conduct all your business in China through contractual
arrangements with Ambow Online, schoo ls, learning centers and VIEs shareholders.
Please disclose information that allows investors to evaluate the nature of assets held by,
and the operations of, entities apart from your consolidated VIEs.  The information
should be in sufficient detail to c onvey qualitatively and quantitatively the assets and
operations that are not subject to involvement with your VIEs.

Holding company structure, page 74

27. We note from the second paragraph that the amount of dividends paid by your PRC
subsidiary, Ambow  Online, to you primarily depends on the fees paid by the VIEs.
Please disclose the amount of fees payable from the VIEs to the WFOE as of December
31, 2011, 2010 and 2009.

Item 6. Directors, Senior Management and Employees, page 75

E. Share Ownership,  page 84

28. We note that the equity holders of the VIEs are also officers and shareholders of you.
Please tell us how the equity holders of VIEs, also being officers and shareholders of you,
precludes them from acting contrary to the contractual arrangement s, or revise your
disclosures as appropriate.

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 6

Note 1.d. VIE arrangements, page F -13

29. Please expand your disclosure to provide a more detailed explanation showing how you,
through your contractual relationships with the VIEs , have the power to direct th e
activities of the VIEs that most significantly impact the VIE’s economic performance and
to  receive benefits from the VIEs. Refer to ASC 810 -10-25-38A.

30. We note that the Power of Attorney for Beijing Shida Ambow Education Technology
Co., Ltd. (“Ambow Sh ida”) may be terminated by its shareholders, Mr. Xuejun Xie and
Mr. Jianguo Xue.   Based on this termination provision, please tell us how you concluded
that the consolidation of Ambow Shida is appropriate.   Refer to your basis in the
accounting literature.   It appears to us that Ambow Shida is the same as Beijing Normal
University Ambow Education Technology Co., Ltd. disclosed on page F -12.  If not,
please tell us the power of attorney termination provisions for Beijing Normal University
Ambow Education Tec hnology Co., Ltd.   In addition, we note that the powers of attorney
for Ambow Sihua Education and Technology Co., Ltd. (“Ambow Sihua”), Shanghai
Ambow Education Information Consulting Co., Ltd. (“Ambow Shanghai”) and Suzhou
Wenjian Education and Technology  Co., Ltd. (“Suzhou Wenjian”) may be terminated as
agreed.   Please tell us what is meant by “as agreed” and whether the termination of the
respective power of attorney requires the consent of you and the shareholders of Ambow
Sihua, Ambow  Shanghai or Suzhou Wenjian or either you or the shareholders of Ambow
Sihua, Ambow Shanghai or Suzhou Wenjian may terminate the respective power of
attorney.

31. Please disclose the accounting model that the VIEs use to consolidate the schools and
how the V IEs achieve power and economic returns from the schools.

32. We note that you conduct all your business in China through contractual arrangements
with the VIEs.  Please expand to explain in more detail what it means that substantially
all your business is conducted through contractual arrangements.  In this regard, it
appears unclear whether the VIEs and its schools and learning centers merely hold the
requisite licenses and permits necessary to conduct the education business as disclosed on
page 85 or whet her the VIEs perform more expansive activities, such as, hold leases for
the schools and training centers or employ teachers.  Refer to ASC 810 -10-50-12(d),
which requires qualitative and quantitative information about involvement with the VIE,
including, but not limited to, the nature, purpose, size, and activities of the VIEs.

33. Please tell us how you addressed disclosures in ASC 810 -10-50-9 related to the
disclosure of the aggregation of VIEs.

34. Refer to the first paragraph under “Risk in relation to th e VIE structure.”  Please revise to
include the risk of not being able to consolidate the VIEs and their subsidiaries.

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 7

 35. Please tell us how the board of directors of Ambow Educational Holding Ltd. was
appointed and how members of the board can be terminat ed and appointed, and how the
officers of Ambow Education Holdings Ltd. are hired, fired, and compensated.  Please
tell us whether the board votes on termination of a board member and whether the board
member subject to that vote is entitled to vote.

36. Please identify for us the officers of the WFOE and the VIEs and tell us how they can be
removed or replaced.

37. Please tell us how the VIEs boards of directors were appointed and how the directors can
be removed or appointed and how decisions are made.

38. We note that Mr. Jin Huang is your President, Chief Executive Officer, Chairman of the
Board and a significant shareholder of the Company. We also note that Mr. Xuehun Xie
is an officer an