SecProbe.io

Mail Stop 3720

January 30, 2018

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. 4 to Registration Statement on Form F -1
Filed January 22, 2018
  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 informa tion.  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 January 12, 2018  letter .

Financial Statements

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

1. It remains unclear to us from your response to comment 3 why you loaned RMB 42.7
million to an independent third party, Suzhou Zhixinliren, on an interest free basis on an
expectation that you would be repaid if you repaid a loan to another independen t third
party, Sino Accord, absent a contractual or ownership relationship between borrower
Suzhou Zhixinliren and lender Sino Accord.   We continue to note from your earlier

Dr. Jin Huang
Ambow Education Holding Ltd.
January 30, 2018
Page 2

 response dated January 5, 2018 that the third party lender and the third party bor rower
were willing to enter into these parallel lending/borrowing transactions because of their
bilateral business relationships .  As previously requested please clarify for us the
relationships, between Suzhou Zhixinliren, your borrower, and Sino Accord, your
lender.   In this regard:
 Describe for us such agreements, understandings and contractual terms between
Suzhou Zhixinliren and Sino Accord   upon which the collateral is provided and the
borrowing and lending entered into,
 Describe for us what recourse and collateral you have available and plan to use if
Suzhou Zhixinliren were not to repay you upon your repayment of your $6.0 million
obligation to Sino Accord,
 Tell us how you plan to fund the repayment of your $6.0 million US currency
obligation to Sin o Accord and whether or not proceeds from the offering will be used,
and
 Tell us your consideration of whether or not these parallel transactions should be
accounted for, in substance, as a purchase of $6.0 million of US currency, then valued
at RMB 39.8 m illion, for RMB 42.7 million of Chinese currency, with the difference
between the value of RMB 39.8 received and the RMB 42.7 million paid accounted
as a period cost charged against results of operations when the transactions were
entered into.

2. Further, p lease revise both your Risk Factors and Management’s Discussion and Analysis
to discuss the increasingly stringent review and approval of foreign currency
denominated borrowings by SAFE, as referenced in your response. Please discuss how
this has impacted,  and potentially could impact, your ability to have adequate U.S.
Dollars for operational needs.  Discuss the extent to which you intend to rely upon these
types of arrangements in the future.  For context, discuss the extent to which you will
require U.S.  Dollars, such as in connection with the operations of Bay State College.
Discuss the risks attendant upon entering into these lending and borrowing transactions
with third parties.

18. Disposal of Subsidiaries, page F -72

3. We note from your response t o comment 2 that Ambow Online had no business
operations for over three years at the time it was sold.   We also note your response to
prior comment 5 in your response letter dated December 28, 2017 that you and the third
party buyer mutually agreed   to tra nsfer the receivables amounting to RMB 33.6 million
as part of the assets of Ambow Online, as the third party buyer believed they could
collect those receivables.   Please respond to the following:
 Clarify the business purpose of this transaction and how  you entered into negotiations
for this transaction with the third party buyer.   As part of your response, please tell us
whether other parties were also interested in acquiring Ambow Online.
 Tell us the nature of the buyer’s business operations.

Dr. Jin Huang
Ambow Education Holding Ltd.
January 30, 2018
Page 3

  In light of the fact that Ambow Online had not conducted any substantial operations
since 2013, please clarify for us the third party buyer’s primary interest in Ambow
Online.   For example, it appears from your December 28, 2017 response letter that
the primary ass ets held by Ambow Online at the time of sale was a RMB 137.5
million receivable from Ambow Group, receivables of RMB 33.6 million, and RMB
23.9 million of other assets.   Please tell us the nature of the other assets, and clarify
whether the receivables wer e the primary focus of the third party buyer.   If so, clarify
why the transaction was structured as a sale of Ambow Online, rather than just the
receivables.
 Describe for us the negotiations you had with the third party buyer regarding these
receivables.   As part of your response, please tell us your understanding as to why the
third party buyer believed   it could collect 100% of these receivables given the
passage of time and long inactive status of your collection efforts;
 Tell us the exact nature and am ounts of the several types of the RMB 33.6 million
receivables sold, including the types of borrowers (retail versus commercial
borrowers), geographical location of the borrowers, origination dates, average
receivable amount and repayment terms of these re ceivables.
 In your December 28, 2017 response, you indicated that you recorded a net payable
amounting to RMB 137.5 million due to Ambow Online.   Please tell us the repayment
terms for this obligation.
 Describe for us the origins of the RMB 123.5 million i ncome tax payable of Ambow
Online and explain why it has remained outstanding given that Ambow Online’s
operations effectively ceased in 2013.   As part of your response, please describe when
the amounts are expected to be paid and whether you have any furt her exposure to the
tax liability if the ultimate settlement amount is higher than the RMB 123.5 million.
 In light of the fact that the third party buyer acquired all of the assets and liabilities of
Ambow Online, as opposed to only acquiring the receivabl es, please tell us why you
believe it is appropriate to simply record the recovery of the receivables, as opposed
to reflect the full substance of what occurred, which is a sale of all of the assets and
liabilities of Ambow Online.

Exhibit 5.1, Legal Opin ion

4. We note your response to prior comment 4 and the removal of the third assumption of
counsel’s opinion; however, counsel’s explanation of the meaning of “non -assessable” in
paragraph 3 of its opinion still does not correspond to the meaning of that term  under
U.S. law as it does not address the company’s creditors.  P lease refer to Sections II.B.1.a
and II.B.1.c. of Staff Legal Bulletin No. 19 (CF) .  As counsel cannot opine that the shares
being registered are non -assessable based upon the meaning of tha t term under U.S. law,
please have counsel revise its opinion to reflect that fact, as previously requested.  Also
as previously requested, please revise to provide disclosure in the prospectus that
explains the potential assessability of the shares being offered.

Dr. Jin Huang
Ambow Education Holding Ltd.
January 30, 2018
Page 4

 You may contact Joseph Kempf, Senior 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

cc:  Mitchell S. Nussbaum, Esq.
 Loeb & Loeb LLP