SecProbe.io

Mail Stop 3720
November 17, 2017

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan  District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 1 to Registration Statement on Form F -1
Filed November 9, 2017
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  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 by amending your registration statement and providing the
requested inform ation .  If you do 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our September 22, 2017  letter .

Prospectus Cover Page

1. Please disclose that you have two classes of ordinary shares  outstanding , Class A
ordinary shares and Class C ordinary shares.  Briefly describe the different rights between
the two classes, including voting right s and conversion rights.  Disclose that the
company’s Chief Executive Officer, Dr. Jin Huang,  owns all the Class C ordinary sha res.
Disclose the percentage of Dr. Huang’s voting control  after the offering.

Recent Developments, page 4

2. We note your disclosure regarding the disposal of Ambow Online and the
deconsolidation of the  VIE Suzhou Wenjian Venture Investment Management Consulting

Dr. Jin Huang
Ambow Education Holding Ltd.
November 17, 2017
Page 2

 Co.  We also note your current evaluation of the gain/loss resulting from the disposal of
Ambow Online.  Please provide more information regarding the impetus for this
reorganization and any material financial impact this may have upon the company.

Risk Fac tors, page 10

3. We note your response to prior comment 2.  Please discuss the risks associated with
maintaining listed company status, especially in light of your previous delisting.

Regulations, page 88

The Law for Promoting Private Education and the Implementing Rules  for the Law for
Prom oting Private Education, page 90

4. We note your response to prior comment 10 and your disclosure that your primary and
middle  schools will be transitioned to be operated as non -profit schools.  We also note
your dependence on revenue generated from your three K -12 schools.  Please discuss in
Managemen t’s Discussi on and Analysis how  the operation of  your primary and middl e
schools as non -profit schools may impact your results of operations and liquidity and
capital resources.

Principal Shareholders, page 135

5. Please provide footnote disclosure regarding the natural persons who have investment
and/or voting control over the Class C ordinary shares beneficially owned by Spin Rich
Ltd.

Financial Statements

Consolidated Balance Sheets, page F -3 and
Consolidated Statements of Changes in Equity (Deficit), page F -7

6. We note your response to prior comment 18,  and it appears that your proposed revisions
were not implemented in the audited financial statements of the amended Form F -1, as
you indicated.   Please revise your audited Consolidated Balance Sheets and audited
Consolidated Statements of Changes in Equit y (Deficit) to separately disclose your
several classes of ordinary shares.

21. Segment Information, page F -46

7. We note your response to prior comment 21, and it appears that your proposed revisions
were not implemented in the audited annua l financial statements in the amended Form F -
1, as you indicated.    Please revise your financial statements to disclose total assets for
each reportable segment as required by ASC 280 -10-50-22.   Include the reconciliations

Dr. Jin Huang
Ambow Education Holding Ltd.
November 17, 2017
Page 3

 required by ASC 280 -10-50-30, and  as applicable, include such annual  disclosures
required by ASC 280 -10-50-22a through -50-22j.

Financial statements for the period ended June 30, 2017

16. Subsequent events, page F -72

8. We note that in August 2017 you disposed of the 100% interest in Ambow Online.  If
material, please revise to include pro forma financial information showing the disposition
of Ambow Online.

Exhibit 5.1

9. Please have counsel clarify whether  the ordinary shares to be issued as part of this
offering are non -assessable.   For guidance, please refer  to Section II.B.1 of Staff Legal
Bulletin No. 19  (CF) , available on our website at https://www.sec.gov/interps/legal.shtml .

10. We note the reference  to counsel having examined a “ copy of executed written
resolutions of the Board of Directors of the Company dated 28 August 2017 ” and
counsel’s assumptions regarding these resolutions.  Please clarify if these resolutions
include d the corporate actions that authorize d the issuance of the Ordinary Shares .  If so,
counsel may not assume that the necessary corporate actions to authorize the issuance of
the Ordinary Shares have been taken.   For guidance, please  refer to Section II. B.3.a of
Staff Legal Bulletin 19 (CF).

11. In counsel’s list  of documents examined, counsel refers to an attached director’s
certificate. Please file this director’s certificate as part of counsel’s opinion.

You may contact Joseph Kempf, Staff  Accountant,  at (202) 551 -3352 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact William Mastrianna, Attorney -Adviser,
at (202) 551 -3778, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810
with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications