SecProbe.io

Mail Stop 3720

December 2 8, 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. 2 to Registration Statement on Form F -1
Filed December 1 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
request ed information .  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 informatio n 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 November 17,  2017  letter .

Regulations, page 88

The Law for Promoting Private Education and the Implementing Rules  for the Law for
Prom oting Private Education, page 89

1. We have considered your response to prior comment 4.  Consistent with your response,
please revise and update your disclosure in this section and in Management’s Discussion
and Analysis to discuss your evaluation of the known uncertaint ies arising from the
amendment to the Law for Promoting Private Education.

Dr. Jin Huang
Ambow Education Holding Ltd.
December 2 8, 2017
Page 2

 Corporate Structure , page 101

2. We note your revised disclosure on page 1 that you now have three business divisions
and that the new division of  “Other”  is provided through IValley Beijing Technology Co.
Ltd. (“IValley Beijing”).   On page 49, you disclose that IValley Beijing was e stablished
in September 2017 and  is a 100% subsidiary of Intelligent Valley Polytron  Technologies
Inc. ("IValley"),  which  is a VIE subsidiary of Ambow Education Management (Hong
Kong) Ltd. ("Ambow Education Management") .  We are unable to locate Intelligent
Valley Polytron  Technologies Inc. ("IValley") or IValley Beijing in your organizational
chart on page 101.   Please revise and advise.

3. We note from the VIE agreements filed as Exhibits 10.67 through 10.71 that Intelligent
Valley Polytron  Technol ogies Inc. ("IValley") is a Taiwanese comp any.  Please disclose
this fact.  D iscuss why you are operating through a VIE in Taiwan  to conduct your new
business division in the PRC through IValley Beijing .  As appropriate, p rovide ris k factor
and other disclosure discussing relevant Taiwanese government regulation and specific
risks of using a VIE structure in Taiwan.

4. Please revise your organizational chart to insert the footnote numbers so that it is clear to
what entit y or entities the footnotes relate.

Financial Statements

18.  Disposal of Subsidiaries, page F -72

5. We n ote from page 66 that you reduced operating expenses for the nine months ended
September 30, 2017 through a RMB 33.6 million reversal of a bad debt provision due to
the disposal of Ambow Online.   In light of the significance of this reversal to your
report ed operating income  and income before income tax and non -controlling interests
for the nine months ended September 30, 2017, please tell us the following:
 Give us the journal entries with which you booked the Ambow Online transaction and
explain for us how  you accounted for the sale of Ambow Online ;
 Quantify and describe for us the assets and liabilities assumed by the third party
purchaser ; and
 Explain why you “did not recognize any gain or loss from the disposal” in light of an
apparent full recovery (in -substance) of amounts owed to you by Ambow Online.

Please refer to all pertinent authoritative accounting literature in your response.

20. Subsequent Events, page F -73

6. We note that you plan to acquire Bay State College, Inc., owner of a for -profit college in
Massachusetts.   Explain for us the closing and post -closing purchase price consideration
to be exchanged in this transaction and how you plan to determine their value.   Disclose

Dr. Jin Huang
Ambow Education Holding Ltd.
December 2 8, 2017
Page 3

 how you plan to account for this acquisition, and explain for us yo ur consideration of and
application of the guidance provided by Rule 3 -05 of Regulation S -X.

9. Loan Receivable, page F -68
12. Short -Term Borrowing From Third Party, page F -69

7. We note from page F -69 that on April 4, 2017 , you borrowed $6.0 million in US Dollars
(approximately RMB 39.8 million) in order to provide you “with sufficient US dollar
denominated currency to meet (your) working capital requirements”.   We also note that
you loaned a similar amount, approximately RMB 42.7 million, to “an unrelated non-
affiliate third party to the Company”, on the same date, April 4, 2017, apparently on the
same terms: on an interest free basis and due on April 4, 2018.   In this regard:
 Describe for us any relationships between your borrower and lender in these two
transactions ;
 Explain for us the business purpose for your RMB 42.677 million loan to Suzhou
Zhixinliren and why it was made on similar terms as the amount borrowed from Sino
Accord Investment Limited ; and
 Tell us your consideration of whether or not these financial instruments should be
accounted for as derivatives and/or whether one instrument hedges the other and, if
so, whether it should be accounted for as a hedge.

Please refer to all pertinent authoritative accounting literature in your response.

Exhibit 5.1 – Legal Opinion

8. We note your response to prior comment 9 that counsel iterated the meaning of “non -
assessable” in its opinion as “no further obligation on the holder of the Shares to make
any further payment to the Company in respect of the Shares.”  This meaning appears to
address whether the shares have been fully paid rather than whether the shares are non -
assessable.  Please have counsel revise its opinion to clarify that a  security holder is not
liable, solely because of security holder status, for additional assessments or calls on the
security by the company  or its creditors.   For guidance, please refer to Sections II.B.1.a
and II.B.1.c. of Staff Legal Bulletin No. 19 (CF)

Exhibit 10.67 – Call Option Agreement

9. Please explain why Party A is not identified in the call option agreement other than as a
limited liability company established under the laws of Taiwan under Section 5.2(1) of
the agreement.

Exhibit 10.71 – Loan Agreement

10. Please explain why the Lender, Ambow Education Management (Hong Kong) Ltd.,
represents in Section 4.2(1)  of the agreement that it is established under the laws of
Taiwan.

Dr. Jin Huang
Ambow Education Holding Ltd.
December 2 8, 2017
Page 4

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 Paul Fischer , Staff Attorney,  at 202-551-
3415 , 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