SecProbe.io

Mail Stop 3720

March 19 , 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. 5  to Registration Statement on Form F -1
Filed March 9 , 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 30, 2018  letter .

Risk Factors, page 10

If we fail to settle our RMB and US dollar loans properly, it may be considered as unauthorized
currency exchange arrangement and we may face penalties from local authorities , page 30

1. Please clarify the nature of the severe penalties to which you may be subject if your
correlated RMB and US dollar loans are considered a currency exchange arrangement.

Dr. Jin Huang
Ambow Education Holding Ltd.
March 19 , 2018
Page 2

 Financial Statements

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

2. As previously requested during our conference call on March 1, 2018, please clarify for us
the nature of the advice provided by Beijing DYHQ Law Firm.   Tell us whether Beijing
DYHQ Law Firm provided you with a formal legal opinion based upon a full professional
legal review of the documents, agreements and understandings between the parties regarding
the $6 million note payable to Sino Accord Investments Limited and the 42.7 million RMB
note receivable from Suzhou Zhixinliren Investments.   Please explain the nature and context
of Beijing DYHQ Law Firm’s opinion if the firm provided you with less formal or more
general advice.

3. We note from Notes 9 and 12 on pages F -68 and F -69 that it is the understanding of the
parties that when the $6 million short -term borrowing is repaid, the  42.7 million RMB loan
receivable will be similarly collected.    Your response to comment 1, however, appears to
contradict these payment terms as it states that “ only after the first installment of the RMB
loan has been collected by [Ambow], would [Ambow] make the first installment payment of
the US Dollar loan .”  Please clarify for us the repayment terms for the note payable to Sino
Accord Investments Limited and the note receivable from Suzhou Zhixinliren Investments.

4. Please provide us with translated copies of the side agreements  referred to in Section 7.1 of
the Loan Agreement filed as Exhibit 10.74.

5. We note from Section 7 of the loan agreement filed as Exhibi t 10.72 that your $6 million
loan payable to Sino Accord Investments can be assigned to other parties.   Tell us whether it
is your understanding that the third parties may effect such an assignment and/or if it is your
intent to   permit such an assignment,  to Suzhou Zhixinliren Investments, of your $6 million
Sino Accord Investments obligation for offsetting in satisfaction of Suzhou Zhixinliren’s
RMB denominated obligation to you.   If so please explain.

6. Tell us how you induced both parties to make identic al interest free extensions of their
respective financial instruments.   Describe any fees, compensation or other consideration
provided by you to each of these two parties to obtain the identical March 7, 2018 extensions
of repayment terms to April 4, 2019 .

Financial Statements

18 Disposal of Subsidiaries, page F -72

7. It appears from section 1. Indemnity , of Equity Transfer Agreement – Amendment 2, dated
December 12, 2017, (Exhibit 10.78) that Beijing Shengkehua Technology Co. Inc. has not
accepted full legal and financial obligation for all pre -acquisition “obligations (including

Dr. Jin Huang
Ambow Education Holding Ltd.
March 19 , 2018
Page 3

 contingent liabilities, taxes and guarantees)” of Ambow Online and Suzhou Wenjian.   Please
advise and tell us the following:
 What considerations arose that compelled the parties t o re-negotiated the agreement in
this respect;
 Describe and quantify for us the known event and circumstances and known uncertainties
related to Ambow Education Holding’s responsibilities under this contract section;
 Explain whether Ambow Education Holding  has retained tax exposure for Ambow
Online; and
 How you considered the value of these additional contingent liabilities, taxes and
guarantees in your accounting for the disposition of Ambow Online.

8. Please clarify for us the meaning of section 2. Indemni ty, of Equity Transfer Agreement –
Amendment 2, dated December 12, 2017, (Exhibit 10.78).   It appears as though Ambow
Online was registered to “undertake Ambow Education Group’s employee stock option
plans.”   Tell us when and how this matter was resolved.   Tell us why this matter remained
unresolved until at least December 12, 2017, months after the August 31, 2017 sale of
Ambow Online.

9. It appears from sections 3.2 and 5.3 of Equity Transfer Agreement, dated August 31, 2017,
(Exhibit 10.76) that control of  Ambow Online and Suzhou Wenjian does not actually transfer
to Beijing Shengkehua Technology Co. Inc. until corporate registration with the Industry and
Commerce Bureau is changed.   It is, however, not apparent from the documentation provided
when such reg istration changes were made and effective.   Tell us when the pertinent
corporate registrations with the Industry and Commerce Bureau were actually changed and
effective.   If such changes were made and/or effective after September 30, 2017, explain for
us your consideration of whether or not it is appropriate to consolidate the financial position
and results of operation of Ambow Online and Suzhou Wenjian through September 30, 2017.

10. We note that several aspects of the sale of Ambow Online remained subject t o negotiations
as of August 31, 2017:  indemnity (amendment #2)   and payment terms (amendment #4).   In
light of these material open items, tell us your consideration of why you believe that the
original August 31, 2017 agreement reflected an enforceable tr ansfer of control of Ambow
Online and Suzhoy Wenjian to Beijing Shenglehua  Technologies at that time.

Dr. Jin Huang
Ambow Education Holding Ltd.
March 19 , 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