SEC Company Response from Ambow Education Holding Ltd. (AMBO) (CIK 0001494558) (AMBO) — Mar 9, 2018

Ambow Education Holding Ltd. (AMBO) (CIK 0001494558)
Date: March 9, 2018 · CIK: 0001494558 · Accession: 0001144204-18-013920

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File numbers found in text: 333-220207

Referenced dates: March 6, 2018

Date

March 9, 2018

Author

Jin Huang

Form

CORRESP

Company

Ambow Education Holding Ltd. (AMBO) (CIK 0001494558)

Letter

Division of Corporation Finance Securities and Exchange Commission Re: Ambow Education Holding Ltd. Amendment No. 4 to Registration Statement on Form F-1 Filed January 22, 2018 File No. 333-220207

Dear Mr. Spirgel:

As requested by the Staff of the Securities and Exchange Commission (the “Staff”) during the telephone conference call on March 1, 2018 with Ambow Education Holding Ltd. (the “Company”), the Company hereby supplementally submits the executed legal opinion of the Company’s PRC legal counsel, Beijing DYHQ Law Firm, as referred to in Comment 1 to the response letter dated March 6, 2018 filed as EDGAR correspondence.

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact our legal counsel Mitchell S. Nussbaum, Partner at Loeb & Loeb LLP, at 212-407-4159 or mnussbaum@loeb.com.

Sincerely,
Ambow Education Holding Ltd.

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CORRESP
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filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

March 9, 2018

Larry Spirgel

Assistant Director

AD Office 11 – Telecommunications

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.Washington, D.C. 20549

 Re: Ambow Education Holding Ltd.

Amendment No. 4 to Registration Statement on Form F-1

Filed January 22, 2018

File No. 333-220207

Dear Mr. Spirgel:

As requested by the Staff of the Securities
and Exchange Commission (the “Staff”) during the telephone conference call on March 1, 2018 with Ambow Education Holding
Ltd. (the “Company”), the Company hereby supplementally submits the executed legal opinion of the Company’s PRC
legal counsel, Beijing DYHQ Law Firm, as referred to in Comment 1 to the response letter dated March 6, 2018 filed as EDGAR correspondence.

Should you have any questions relating to
the foregoing or wish to discuss any aspect of the Company’s filing, please contact our legal counsel Mitchell S. Nussbaum,
Partner at Loeb & Loeb LLP, at 212-407-4159 or mnussbaum@loeb.com.

Sincerely,

Ambow Education Holding Ltd.

/s/ Jin Huang

Chief Executive Officer

    北京东远鹤錡律师事务所

    电话:010 5369 6305

    传真:010 5867 2028

    电话:136 9322 0066

        地址:北京朝阳区东三环乐澜宝邸2

        号4单元-804

        Email: vincentbao@cmapa.com

Legal opinion on Foreign Exchange Concern
of two transactions

(2018) DYHQ LL NO.003

To: Marcum BP Accountants and
Advisors

We have been engaged
by Ambow Education Holding Ltd. (“the Company”) to perform a legal review of the two loan agreements between the Company
and Sino Accord Co., Ltd and between the Company’s China subsidiary and Suzhou Zhixinliren.

In our opinion, from
China legal perspective, these two agreements are separately existed, as long as both loan agreements have fixed maturity
dates (subject to extension only by mutual agreement), we do not find any violation of the PRC related Company laws and Foreign
Exchange Bureau regulations, and these two loan transactions would not be viewed as a foreign currency purchase or exchange transaction
under China laws.

Yours Sincerely,

    Beijing DYHQ Law Firm

    Yanfeng Bao     March 8, 2018

SecProbe.io