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CORRESP
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Aesthetic Medical International Holdings Group
Ltd

September 5, 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

    File No. 001-39088

Dear Mr. Wiley and Ms. Thompson:

Aesthetic
Medical International Holdings Group Ltd (the “Company,” “we,” “us,” “our
company” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission, dated August 22, 2023 regarding its annual report on Form F-20 for the fiscal
year ended December 31, 2022 (the “FY 2022 Form 20-F”) filed on April 21, 2023. For ease of reference,
we have repeated the Staff’s comments in bold in this response letter and numbered them accordingly. Capitalized terms used but
not otherwise defined in this letter have the meanings assigned to them in the FY 2022 Form 20-F.

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

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

1. We note your statement that you reviewed your register of members and public filings made by your shareholders in connection with
your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether
you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response,
please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon
in connection with the required disclosures under paragraphs (b)(2) and (3).

Response:
The Company respectfully advises the Staff that, in connection with the required disclosure under paragraphs (a) and (b)(3) of
Item 16I, the Company examined and relied on the register of members (“ROM”) of the Company and the beneficial ownership schedules
filed by the Company’s shareholders. According to the ROM and the Schedule13G and 13D filings and the amendments thereto filed by
the Company’s major shareholders, other than MY Universe (HK) Limited (“MYU”), Dr. Zhou Pengwu and Ms. Ding
Wenting, Hawyu (HK) Limited and Peak Asia Investment Holdings V Limited, no shareholder beneficially owned 5% or more of the Company’s
total outstanding ordinary shares as of April 21, 2023. As of April 21, 2023, MY Universe (HK) Limited (“MYU”),
Dr. Zhou Pengwu and Ms. Ding Wenting, Hawyu (HK) Limited and Peak Asia Investment Holdings V Limited owned approximately 27.9%,
25.7%, 16.4% and 11.9% of the Company’s total outstanding ordinary shares, respectively. Based on the examination of the ROM, the
public filings made by the Company’s shareholders and other publicly available information, as of April 21, 2023:

 (i) MYU owned 27.9% of the Company’s total outstanding ordinary shares. 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”). LaFang Investment is beneficially
owned by Mr. Wu Guiqian, who is a natural person not affiliated with any government entities. SVC owned 11.72% of the 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.

According
to the Limited Partnership Agreement of Jiechuang, the role of the fund manager, Shenzhen Luohu Red Earth Venture Capital Asset
Management Limited (“Red Earth”), a government-owned enterprise, of Jiechuang and the director nomination right of Jiechuang,
as analyzed detailly in the submission under paragraph (a), the board of directors of the Company is of the view that the Company is not
owned or controlled by a governmental entity in mainland China by nature of the beneficiary ownership of the ordinary shares of the Company
Jiechuang holds (the “Jiechuang Shares”), in particular because as beneficiary owners of Jiechuang, LaFang Investment is capable
of exerting more direct and substantive influence on the Company than SVC in relation to the Jiechuang Shares.

 (ii) Dr. Zhou Pengwu and Ms. Ding Wenting, together owned 25.7% of the Company’s total outstanding ordinary shares by themselves
and through their affiliate entities, namely Seefar Global Holdings Limited, Jubilee Set Investments Limited and Pengai Hospital Management
Corporation. Each of Dr. Zhou Pengwu and Ms. Ding Wenting is a natural person not affiliated with any government entities.

 (iii) Hawyu (HK) Limited owned 16.4% of the Company’s total outstanding ordinary shares, which is ultimately beneficially owned by
Lafang China Co., Ltd (603630.SS), a company listed on the Shanghai Stock Exchange. Based on the review of the public filings concerning
Lafang China Co., Ltd on the Shanghai Stock Exchange, other than Mr. Wu Guiqian, Australia Wanda International Company Limited and
Ms. Wu Binhua, no shareholder interested in 5% or more of the shares of Lafang China Co., Ltd, and none these three shareholders
is affiliated with any government entities.

 (iv) Peak Asia Investment Holdings V Limited owned 11.9% of the Company’s total outstanding ordinary shares, which is ultimately
beneficially owned by Mr. Bradley Dean Landes, Mr. Suresh Eshwara Prabhala and Mr. Jianyi Zhu (Kenichi Shu), and none of
these three shareholders is affiliated with any government entities.

Hence,
no governmental entity in the Cayman Islands, mainland China or Hong Kong has a controlling financial interest in the Company.

In addition, the Company’s consolidated foreign operating
entities, including the Relevant Subsidiaries, are incorporated in the British Virgin Islands, Singapore, the United States, Hong Kong
and mainland China, and are wholly owned or controlled by the Company. Therefore, the governmental entities in the British Virgin Islands,
Singapore, the United States, Hong Kong or mainland China do not have a controlling financial interest in these subsidiaries.

Among the Company’s consolidated foreign operating
entities, other than the subsidiaries wholly owned by the Company, the rest are several subsidiaries, incorporated in mainland China,
whose minority shareholders are unaffiliated third party individuals and certain of the Company’s employees who are not affiliated
with any government entities (“several other subsidiaries”), according to the ROM of such subsidiaries, and the Relevant Subsidiaries.
Furthermore, the Company holds the majority equity interest in and is the primary beneficiary of the Relevant Subsidiaries, which are
incorporated in mainland China. As such, the Company has the power to direct the activities that most significantly impact the economic
performance of the Relevant Subsidiaries and the right to receive benefits of the Relevant Subsidiaries that could be significant to the
Relevant Subsidiaries. As disclosed in the FY 2022 Form 20-F, based on the ROM of the Relevant Subsidiaries, the shareholders of
the Relevant Subsidiaries are the Company, as the majority shareholder, Dr. Zhou Pengwu, several unaffiliated third party individuals
and certain of the Company’s employees, as the minority shareholders. Therefore, none of the Relevant Subsidiaries and the several
other subsidiaries is owned or controlled by a governmental entity in Hong Kong or mainland China, and the governmental entities in Hong
Kong or mainland China do not have a controlling financial interest in the Relevant Subsidiaries and the several other subsidiaries.

In connection with the required disclosure under paragraph
(b)(2) of Item 16I, the Company respectfully submits that, based on its ROM as of April 21, 2023, the Company had 130,582,310
ordinary shares outstanding. Approximately 23.0% of the Company’s outstanding ordinary shares were held by Deutsche Bank Trust Company
Americas, the depositary of the Company’s ADS program, on behalf of the ADS holders; the remaining approximately 77.0% of the Company’s
outstanding ordinary shares were held by MYU, Dr. Zhou Pengwu and Ms. Ding Wenting, Hawyu (HK) Limited and Peak Asia Investment
Holdings V Limited (our major shareholders who own more than 5% of the Company’s outstanding shares) and some other shareholders,
as of April 21, 2023. These other shareholders are certain directors, officers and employees of the Company, who are not affiliated
with any government entities. For the ADS holders, other than our directors, officers, employees and shareholders that have made beneficial
ownership schedule filings, the Company cannot obtain all the identity information of each of them, but could only rely on the beneficial
ownership schedules filed by them. Based on the examination of such public filings, none of the ADS holders who own more than 5% of the
Company’s outstanding ordinary shares is a governmental entity in the Cayman Islands, the British Virgin Islands, Singapore, the
United States, Hong Kong, or mainland China. As such and based on the steps we have taken to submit the disclosure under paragraph (b)(2) and
(3), the Company believes that no governmental entity in the Cayman Islands, the British Virgin Islands, Singapore, the United States,
Hong Kong, or mainland China owns any shares of the Company (other than the ordinary shares of the Company owned by MYU as stated above)
or its consolidated foreign operating entities.

The Company respectfully submits that it did not rely upon
any legal opinions or third party certifications such as affidavits as the basis of its submission.

2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the
members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese
Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications
such as affidavits as the basis for your disclosure.

Response:
The Company respectfully advises the Staff that it has reviewed the biographies of, and made inquiries with, all the directors of the
Company and its consolidated foreign operating entities for reaching the conclusion that none of the members of the board of directors
of the Company and its consolidated foreign operating entities is an official of the Chinese Communist Party. The Company did not rely
upon any third party certifications such as affidavits as the basis for the relevant disclosure.

3. We note your proposed submission pursuant to Item 16I(a) addresses ownership or control "by a governmental entity in
mainland China," while your proposed disclosure pursuant to Item 16I(b)(3) addresses ownership or control by "governmental
entities in the applicable foreign jurisdiction with respect to our registered public accounting firm." We also note that your definition
of "Mainland China" on page ii of your Form 20-F excludes Hong Kong, the Special Administrative Region where your
auditor is located. Please address ownership or control by governmental entities in Hong Kong as well as mainland China in each of your
submission and your Item 16I(b)(3) disclosure.

Response:
The Company acknowledges the Staff’s comments and has revised the referenced disclosure in response to the Staff’s comment,
by addressing the ownership or control by governmental entities in both Hong Kong and mainland China, as set forth in the analysis in
response to Comment 1 above and in the proposed amendment to the FY 2022 Form 20-F.

4. Please revise your proposed disclosure pursuant to Item 16I(b)(2) to indicate, if true, that none of your shares or the shares
of your consolidated foreign operating entities are owned by governmental entities in the jurisdiction in which you or such consolidated
foreign operating entities are incorporated or organized, except for the shares owned by MYU.

Response:
The Company respectfully submits to the Staff that, based on the analysis in response to Comment 1 above, to the best of the Company’s
knowledge, no governmental entities in the Cayman Islands, the British Virgin Islands, Singapore, the United States, Hong Kong, or mainland
China owns shares of the Company and Company’s consolidated foreign operating entities, other than the ordinary shares of the Company
owned by MYU. In addition, the Company has revised the referenced disclosure in response to the Staff’s comment as set forth in
the analysis in response to Comment 1 above and in the proposed amendment to the FY 2022 Form 20-F.

5. We note that your proposed disclosures pursuant to Items 16I(b)(3), (b)(4) and (b)(5) are provided for you and your "material
operating entities." Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign
operating entities, including variable interest entities or similar structures, and does not contemplate limiting the disclosure. Please
revise your proposed disclosures to clearly address you and all of your consolidated foreign operating entities.

Response:
The Company acknowledges the Staff’s comments and has revised the referenced disclosure in response to the Staff’s comment
as set forth in the analysis in response to Comment 1, 2 and 5 and in the proposed amendment to the FY 2022 Form 20-F.

6. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to
our best knowledge.” Please revise your proposed disclosure to state without qualification, if true, that your articles and the
articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

Response:
The Company respectfully confirms, without qualification, that the currently effective memorandum and articles of association of our company
or equivalent organizing documents of our consolidated foreign operating entities do not contain wording from any charter of the Chinese
Communist Party. In addition, the Company has revised the referenced disclosure in response to the Staff’s comment by removing the
qualification as set forth in the proposed amendment to the FY 2022 Form 20-F.

*          *          *

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 or further comments, 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/ Zhang Chen

    Zhang Chen

    Chairman

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

¨