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SEC Company Response from Ambow Education Holding Ltd. (AMBO) (CIK 0001494558) (AMBO) — May 21, 2018

Ambow Education Holding Ltd. (AMBO) (CIK 0001494558)
Date: May 21, 2018 · CIK: 0001494558 · Accession: 0001144204-18-029995

Regulatory Compliance Financial Reporting Internal Controls

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File numbers found in text: 333-220207

Date
May 21, 2018
Author
Jin Huang
Form
CORRESP
Company
Ambow Education Holding Ltd. (AMBO) (CIK 0001494558)

Letter

Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Ambow Education Holding Ltd. Registration Statement on Form F-1 File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd., a Cayman Islands company (the “Company”), we have confirmed with our independent registered public accounting firm certain matters discussed with the staff (the “Staff”) of the Securities and Exchange Commission on a telephone call held on May 18, 2018 with respect to exhibit 23.1 to Amendment No. 9 to the Registration Statement on Form F-1/A (the “F-1”) filed on May 9, 2018 by the Company (File No.: 333-220207). Attached please find the letter from Marcum Bernstein & Pinchuk LLP confirming that they practice through one legal entity as requested by the Staff.

Should you have any questions relating to the foregoing, 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.

Show Raw Text
CORRESP
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filename1.htm

AMBOW EDUCATION HOLDING LTD. LETTERHEAD

May 21, 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.

Registration Statement on Form F-1

File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have confirmed with our independent registered public accounting firm
certain matters discussed with the staff (the “Staff”) of the Securities and Exchange Commission on a telephone call
held on May 18, 2018 with respect to exhibit 23.1 to Amendment No. 9 to the Registration Statement on Form F-1/A (the “F-1”)
filed on May 9, 2018 by the Company (File No.: 333-220207). Attached please find the letter from Marcum Bernstein & Pinchuk
LLP confirming that they practice through one legal entity as requested by the Staff.

Should you have any questions
relating to the foregoing, 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

Name: Jin Huang

Title: 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

Ladies and Gentlemen:

As requested, we hereby confirm that the firm
of Marcum Bernstein& Pinchuk LLP comprises one legal entity, which single entity practices through a number of international
offices. We operate in China as a foreign auditor and comply with all laws relevant to foreign auditors.  The reason we issued
consent letters from Guangzhou Office instead of New York Office was due to engagement partner rotation since the current engagement
partner is based in Guangzhou, China.  Please let us know if you need any further information in this regard.

/s/ Marcum Bernstein & Pinchuk LLP

Marcum Bernstein & Pinchuk LLP

Guangzhou, China

May 21, 2018