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October 26, 2022
Jin Huang
Chief Executive Officer
Ambow Education Holding Ltd.
12th Floor, 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-3
Filed October 14, 2022
File No. 333-264878
Dear Jin 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 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 30, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-3 filed October 14, 2022
Cover page
1.Your discussion of dividends and distributions should not be qualified by materiality.
Please revise to remove your reference to the lack of "material" transfers and make
appropriate revisions to your disclosure here and on page 9.
2.Your discussion of the limitations on cash transfers appears to discuss solely those in the
PRC. Revise to also discuss limitations applicable to Hong Kong, given your Hong Kong
subsidiary.  Please make consistent revisions on page 9.

 FirstName LastNameJin Huang
 Comapany NameAmbow Education Holding Ltd.
 October 26, 2022 Page 2
 FirstName LastName
Jin Huang
Ambow Education Holding Ltd.
October 26, 2022
Page 2
Risk Factors, page 17
3.Revise to include risk factor disclosure, if material, about the laws and regulations in
Hong Kong that are applicable to you and your operations where they result in oversight
over data security, how this oversight impacts your business and the offering and to what
extent you believe that you are compliant with the regulations.
General
4.Please revise to include a separate “Enforceability” section consistent with Item 101(g) of
Regulation S-K. In doing so, identify the officers and directors located in the PRC or
Hong Kong.

            Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright, Esq.