SecProbe.io

CORRESP
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Aesthetic Medical International Holdings Group
Ltd

August 3,
2023

VIA EDGAR

Mr. Kyle Wiley

Ms. Jennifer Thompson

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Aesthetic Medical International Holdings Group Ltd

  Form 20-F for the Year Ended December 31, 2022

  Filed April 21, 2023

  File No. 001-39088

Dear Mr. Wiley and Ms. Thompson:

Aesthetic Medical International Holdings Group
Ltd (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated July 21, 2023 regarding its annual report on Form F-20 (the “Form 20-F”) filed on April 21,
2023. For ease of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. Disclosure
changes made in response to the Staff’s comments will be incorporated in the Form 20-F to be filed for the year ended December 31,
2023.

Form 20-F for the Year Ended December 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 143

 1. We
                                            note that during your fiscal year 2022 you were identified by the Commission pursuant to
                                            Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A))
                                            as having retained, for the preparation of the audit report on your financial statements
                                            included in the Form 20-F, a registered public accounting firm that has a branch or
                                            office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight
                                            Board had determined it is unable to inspect or investigate completely because of a position
                                            taken by an authority in the foreign jurisdiction. Please provide the documentation required
                                            by Item 16I(a) of Form 20-F or tell us why you are not required to do so. Additionally,
                                            please amend your Form 20-F to provide the disclosures required under Item 16I(b) of
                                            Form 20-F. Refer to the Staff Statement on the Holding Foreign Companies Accountable
                                            Act and the Consolidated Appropriations Act, 2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

Response:
The Company plans to file an amendment to its Form 20-F for fiscal year 2022 in response to the Staff’s comment, a copy of
which is attached herein as Exhibit A. The Company will file the attached 20-F/A once the Staff confirms there is no additional comment.

*             *
              *

The Company acknowledges that the Company and its management are responsible
for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We
thank the Staff for its review of the foregoing. If you have any questions, please do not hesitate to contact the Company at (+86)
139-2862-0496, or our U.S. legal counsel, Yu Wang at (+852) 3443-1150. If you have further comments, we would appreciate it if you would
forward them by electronic mail to us at toby@pengai.com.cn and our counsel Yu Wang at yu.wang@hk.kwm.com or by phone.

    Very truly yours,

    /s/ Zhou Pengwu

    Zhou Pengwu

    Chairman and Chief Executive Officer

cc:           Yu
Wang, Esq.

King & Wood Mallesons

Exhibit A

Form 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

¨ REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report
for the transition period from ____________to ____________

Commission file number: 001-39088

Aesthetic Medical
International Holdings Group Limited

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

1122 Nanshan Boulevard

Nanshan District, Shenzhen

Guangdong Province, China 518052

(Address of principal executive offices)

Wu Guanhua, Chief Financial Officer

E-mail: toby@pengai.com.cn

1122 Nanshan Boulevard

Nanshan District, Shenzhen

Guangdong Province, China 518052

Telephone: +86 (755) 2665 0533

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

Securities registered or to be registered pursuant
to Section 12(b) of the Act:

    Title of Each Class
    Trading Symbols
    Name of Each Exchange on Which Registered

    American depositary shares, each representing
    three ordinary shares

    Ordinary shares, par value US$0.001 per share*

    AIH
    NASDAQ Stock Market LLC

*             Not
for trading, but only in connection with the listing of the American depositary shares on The NASDAQ Stock Market LLC.

Securities registered or to be registered pursuant
to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2022, the issuer had 94,044,740
shares outstanding.

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes x No ¨

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer
    ¨
    Accelerated filer
    ¨

    Non-accelerated filer
    x
    Emerging growth company
    x

If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. ¨

† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.

Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ¨

If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check
mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:

    U.S. GAAP ¨
    International Financial Reporting Standards as issued

 by the International Accounting Standards Board x
    Other ¨

    *

    If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Yes ¨
No ¨

EXPLANATORY NOTE

This Amendment No.1 on Form 20-F (“Form 20-F/A”)
is being filed to amend the Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the
Securities and Exchange Commission on April 21, 2023 (the “Original Form 20-F”) of Aesthetic Medical International
Holdings Group Limited (the “Company”, “we”, “us”, “our” or “our company”).
This Form 20-F/A is being filed to add the following paragraphs as “ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS”:

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

(a).          Please see
the Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F, which has been furnished as Exhibit 15.3
to this Form 20-F/A.

(b).         On June 14,
2022, we were conclusively identified by the SEC a “Commission-Identified Issuer” under the HFCAA following the filing of
our annual report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm
that the PCAOB was unable to inspect or investigate completely in 2021, issued an audit report for our fiscal year ended December 31,
2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland
China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting
firms. As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year
ended December 31, 2022 after we file our annual report on Form 20-F for such fiscal year.

As of the date of the Original
Form 20-F, to our best knowledge:

 (i) MY Universe (HK) Limited (“MYU”) held 36,402,570 ordinary shares of our company, representing
27.9% of the total number of ordinary shares issued and outstanding as of the same date. MYU is a company incorporated in Hong Kong, which
is wholly owned by Hainan Oriental Jiechuang Investment Partnership (“Jiechuang”). Jiechuang is a limited partnership incorporated
in Hainan Province, China, which has two general partners, namely, Shenzhen Lafang Investment Management Co., Ltd. (“LaFang
Investment”) and Shenzhen Venture Capital M&A Fund Management (Shenzhen) Co., Ltd. (“SVC”). SVC owned 11.72%
of equity interest in Jiechuang. The majority of the equity interest of SVC is collectively and beneficially owned by several government-owned
entities of the PRC.

 (ii) none of the governmental entities in the applicable foreign jurisdiction with respect to our registered
public accounting firm have a controlling financial interest in us or any of our material operating entities;

 (iii) none of the members of our board of directors or the board of directors of our material operating entities
is an official of the Chinese Communist Party; and

 (iv) the currently effective memorandum and articles of association of our company or equivalent organizing
documents of our material operating entities do not contain any charter of the Chinese Communist Party, including the text of any such
articles or organizing documents.

Item 19. EXHIBITS

EXHIBIT INDEX

    Exhibit

    Exhibit title

    12.1

    Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    12.2

    Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    13.1

    Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    13.2

    Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    15.3

    Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F.

SIGNATURES

The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.

    Aesthetic Medical International Holdings Group Limited

    By:
    /s/ Zhou Pengwu

    Name:
    Zhou Pengwu

    Title:
    Chairman and Chief Executive Officer

    Dated:
    August 3, 2023

Exhibit 12.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

I, Zhou Pengwu, certify that:

    1.
    I have reviewed this annual report on Form 20-F/A of Aesthetic Medical International Holdings Group Limited;

    2.
    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.
    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

    4.
    The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

    (a)
    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    (b)
    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements f