SecProbe.io

Mail Stop 3720

March 29 , 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. 6  to Registration Statement on Form F -1
Filed March 23 , 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 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 information y ou
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 41

1. Consistent with your risk factor disclosure at page 28, p lease revise to address that it is
unlikely you will be able to use proceeds from  your offering as capital contribution s to
your Chinese operating subsidiaries.   In this regard, please discuss the likely timeframe
needed to obtain the necessary approvals  from the appropriate regulators, including
SAFE and MO FCOM.  Please also disclose whether proceeds from  your initial public

Dr. Jin Huang
Ambow Education Holding Ltd.
March 2 9, 2018
Page 2

 offering were ever used to fund capital contributions or loans to your Chinese operating
subsidiaries.
Market Information, page 42
2. Please revise your introductory paragraph to briefly d iscuss  that the company was
delisted from the NYSE  due in part based on  its inability to file its reports under the
Securities Exchange Act of 1934 in a timely manner.   Please  address why you were
unable to timely file your Form 20 -F for the fis cal year ended December 31, 2013 .

Financial Statements

9. Loan R eceivable, page F -68
12. Short -Term Borrowing From Third Party, page F -69
3. Please tell us whether you would have been able to borrow the US$6.0 million loan from
Sino Accord Investments Limited under the current terms without simultaneously
providing the RMB 42.7 million loan to Suzhou Zhixinliren and not be in violation of the
PRC related Company Laws and Foreign Exchange Bureau regulations.   If not, please
clearly disclose this fact.
4. In light of the fact that your business operations have not historicall y been as a lender of
funds to non -affiliated parties, please provide disclosure indicating whether you plan to
make additional loans in the future.
5. Tell us why the “understanding among the parties  that when the short -term borrowing is
repaid, the loan r eceivable will similarly be collected” was not memorialized in writing as
part of the written loan terms.
6. We note that the original loan agreement dated April 5, 2017 between you and Suzhou
Zhixinliren indicated that the loan would be in the principal amou nt of RMB 42.0
million.   However, in the supplementary agreement dated March 7, 2018, it was noted
that after the signing of the April 5, 2017 loan agreement, you actually provided Suzhou
Zhixinliren RMB 42.7 million as the actual principal.   Please explai n the reason for this
difference, and tell us why the original loan agreement was not amended to reflect the
actual principal issued.  Furthermore, please clarify how far after the signing of the loan
agreement that the additional RMB 0.7 million was prov ided to Suzhou Zhixinliren.
7. Please explain in further detail how both the loan payable to Sino Accord Investments
Limited and the loan receivable to Suzhou Zhixinliren came about.  Specifically, please
respond to the following:
 Tell us how you were original ly connected with Sino Accord Investments Limited for
purposes of the $6.0 million loan.   For example, tell us whether you had previously
borrowed money from the company, or were referred to them by another party.
 Tell us how you decided to make the loan t o Suzhou Zhixinliren.   As part of your
response, please explain how and when the loan negotiations took place, relative to
the timing of your loan payable agreement with Sino Accord Investments Limited.

Dr. Jin Huang
Ambow Education Holding Ltd.
March 2 9, 2018
Page 3

 8. It is unclear from your response to comment 6 why Si no Accord Investments would
extend for one year an unsecured interest free loan denominated in US currency without
payment of consideration.   Please explain the nature of the discussions entered into for
purposes of this loan extension.   As part of your re sponse, please explain whether there
was any discussion regarding the payment of any interest or fees currently, or in the
future, with respect to this loan extension.
18 Disposal of Subsidiaries, page F -72

9. Please clarify your response to comment 7.   We n ote that section 1, Indemnity, of the
Equity Transfer Agreement – Amendment 2 appears to explicitly obligate Ambow
Education to assume responsibility for unrecognized pre -disposition tax obligation of
Ambow Online.    However, in your March 9, 2018 response  letter (on page 9) you state
that the buyer has undertaken responsibility for such pre -disposition tax obligations of
Ambow Online whether (or not) the ultimate settlement amount is higher or lower than
the RMB 123.5 million.”   In light of the fact that y ou have not received any feedback or
subsequent demands for payment from Chinese tax authorities in response to your
application of tax settlement, tell us when you submitted your tax settlement application
and clarify for us how you determined that you ha ve not retained any potentially material
contingent pre -disposition Chinese tax obligations of Ambow Online.

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/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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