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CORRESP
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Aesthetic Medical International Holdings Group
Ltd

August 27,
2024

VIA EDGAR

Mr. Conlon Danberg

Ms. Margaret Sawicki

Division of Corporation Finance

Office of Industrial Applications and 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,
    2023

    Filed April 25, 2024

    File No. 001-39088

Dear Mr. Danberg and Ms. Sawicki:

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 13, 2024 regarding its annual report on Form F-20 for the
fiscal year ended December 31, 2023 (the “FY2023 Form 20-F”) filed on April 25, 2024. 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 FY2023 Form 20-F. 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, 2024.

Annual
Report on Form 20-F for the Fiscal Year Ended December 31, 2023

Item 3. Key Information, page 1

 1. Please revise your disclosure under Item 3. Key Information to provide a diagram of the company’s corporate structure, identifying
the person or entity that owns the equity in each depicted entity. Describe all contracts and arrangements through which you claim to
have economic rights and exercise control that results in consolidation of the VIE’s operations and financial results into your
financial statements. Identify clearly the entities in which the company’s operations are conducted. Describe the relevant contractual
agreements between the entities and how this type of corporate structure may affect investors and the value of their investment, including
how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs
to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges the company may face enforcing
these contractual agreements due to legal uncertainties and jurisdictional limits. In this regard, we note that while your disclosure
under Item 4.C. Organizational Structure starting on page 91 appears to address many of these points they are not included at the
outset of your Annual Report.

Response:
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure (page reference
is made to the FY2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with
deletions shown as strike-through and additions underlined):

Page 1:

AIH
is not a Chinese operating company but a Cayman Islands holding company with operations conducted by its subsidiary, Peng Yida
Business Consulting (Shenzhen) Co., Ltd. through our subsidiaries incorporated in mainland China, or the PRC subsidiaries
and through contractual arrangements with individuals and entities based in China the Relevant Subsidiaries and
this structure involves unique risks to investors. Investors are purchasing securities of a Cayman Islands holding company rather than
securities of our subsidiaries that have substantive business operations in China and the Cayman Island holding company controls our subsidiaries
in China primarily by direct equity ownership of up to 70.0% of the share interests of the Relevant Subsidiaries.

Chinese
law imposes various restrictions on the direct foreign investment in PRC companies, including a limitation of 70% or less of equity interests
or the rights held by foreign entities in PRC medical institutions. Consequently, contractual arrangements are entered into to provide
investors with more exposure to foreign investment in seven Relevant Subsidiaries. We own 65% or more direct equity interest in each of
the Relevant Subsidiaries and as a result we are able to control and consolidate such subsidiaries as a result of our direct majority
equity ownership, among other things, and do not depend on the contractual arrangements in relation to the minority equity interest to
control and consolidate such subsidiaries. The Contractual Arrangements enable us to (i) exercise control over the
Target Equity Interests in the Relevant Subsidiaries, (ii) receive economic benefits from the Target Equity Interests in the Relevant
Subsidiaries, and (iii) have an exclusive option to purchase all or part of the Target Equity Interests in the Relevant Subsidiaries
when and to the extent permitted by PRC laws. A summary of certain material terms of the Contractual Arrangements is as follows. For more
details of these contractual arrangements, see See “Item 4. Information on the Company—4.A. History and
Development of the Company—Contractual Arrangements with respect to Target Equity Interests” in this annual report.

 · Loan Agreement. Under the loan agreements among Mr. Zhou Qiuming, Dr. Zhou Pengwu and Shenzhen Pengai Investment, Shenzhen
Pengai Investment agrees to extend a loan to Mr. Zhou Qiuming and Dr. Zhou Pengwu in an equivalent amount to the purchase price
to be paid by Mr. Zhou Qiuming and Dr. Zhou Pengwu for acquiring the Target Equity Interests. Pursuant to each of these loan
agreements, Mr. Zhou Qiuming and Dr. Zhou Pengwu shall repay the loan by transferring the current and future economic interest
of the Target Equity Interests to Shenzhen Pengai Investment.

 · Economic Interest Transfer Agreement. Under the economic interest transfer agreements among Mr. Zhou Qiuming, Dr. Zhou
Pengwu, Shenzhen Pengai Investment and each of the Relevant Subsidiaries, the economic interest in relation to the Target Equity Interests
currently held and subsequently acquired by Mr. Zhou Qiuming or Dr. Zhou Pengwu shall be transferred to Shenzhen Pengai Investment.
Upon the execution of each economic interest transfer agreement, the repayment obligation of Mr. Zhou Qiuming or Dr. Zhou Pengwu
under each loan agreement is deemed fully discharged.

 · Exclusive Option Agreement. Under the exclusive option agreement among Mr. Zhou Qiuming, Dr. Zhou Pengwu, Shenzhen Pengai
Investment and each of the Relevant Subsidiaries, Mr. Zhou Qiuming and Dr. Zhou Pengwu irrevocably granted Shenzhen Pengai Investment
an exclusive right to purchase, or have its designated person(s) to purchase, at its discretion, all or part of his equity interest
in the Relevant Subsidiary, and the purchase price shall be the lowest price permitted by applicable PRC law.

 · Equity Interest Pledge Agreements. Under the equity interest pledge agreement among Mr. Zhou Qiuming, Dr. Zhou Pengwu,
Shenzhen Pengai Investment and each of the Relevant Subsidiaries, Mr. Zhou Qiuming and Dr. Zhou Pengwu pledged all of the Target
Equity Interests in Relevant Subsidiaries and agreed to pledge all future equity interest in the Relevant Subsidiary acquired by him to
Shenzhen Pengai Investment to guarantee the performance by Mr. Zhou Qiuming or Dr. Zhou Pengwu and the Relevant Subsidiary of
their respective obligations under the applicable agreements under the Contractual Arrangements. If the Relevant Subsidiary or Mr. Zhou
Qiuming or Dr. Zhou Pengwu breaches any obligations under these agreements, Shenzhen Pengai Investment, as pledgee, will be entitled
to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity.

 · Power of Attorney. Under the proxy agreement and power of attorney executed by Mr. Zhou Qiuming and Dr. Zhou Pengwu,
they irrevocably authorized Shenzhen Pengai Investment or its designated person(s) to exercise all of their shareholders’ voting
and other rights associated with the Target Equity Interests in each of the Relevant Subsidiaries.

 · Spousal consent letter. Pursuant to relevant spousal consent letters executed by the spouse of Mr. Zhou Qiuming and the spouse
of Dr. Zhou Pengwu, they unconditionally and irrevocably agreed that the equity interest in each of the Relevant Subsidiaries held
or to be held by Mr. Zhou Qiuming and Dr. Zhou Pengwu and registered or to be registered in his name will be disposed of pursuant
to the loan agreement, the economic interest transfer agreement, the exclusive option agreement and the power of attorney. They not to
assert any rights over the equity interest in the Relevant Subsidiaries held or to be held by Mr. Zhou Qiuming or Dr. Zhou Pengwu.
In addition, in the event that they obtain any equity interest in each of the Relevant Subsidiaries for any reason, they agreed to be
bound by the Contractual Arrangements.

Nevertheless,
the contractual arrangements related to Target Equity Interest, involves unique risks to investors in the ADSs and ordinary shares of
our Company. The Contractual Arrangements may not be as effective as direct ownership in providing us with control over the
Relevant Subsidiaries and we may incur substantial costs to enforce the terms of the Contractual Arrangements. If the Relevant Subsidiaries,
Mr. Zhou Qiuming or Dr. Zhou Pengwu fail to perform their respective obligations under the Contractual Arrangements, we could
be limited in our ability to enforce the Contractual Arrangements that effectively assigned us the voting rights in the Relevant Subsidiaries,
since such contractual arrangements have not been tested in the courts of mainland China. Furthermore, if we are unable to maintain such
effective assignment under the Contractual Arrangements, we may not be able to continue to consolidate the financial results of the Relevant
Subsidiaries in our financial statements. In addition, there are also substantial uncertainties regarding the interpretation and application
of current and future laws, regulations and rules of mainland China regarding the status of the rights of our Cayman Islands holding
company with respect to the Contractual Arrangements with the Relevant Subsidiaries, Mr. Zhou Qiuming and Dr. Zhou Pengwu. It
is uncertain whether any new laws or regulations of mainland China relating to such contractual arrangements will be adopted or if adopted,
what they would provide. If we or any of the Relevant Subsidiaries is found to be in violation of any existing or future laws or regulations
of mainland China, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad
discretion in accordance with the applicable laws and regulations to take action in dealing with such violations or failures. Such
contractual arrangements have not been tested in court. The regulatory authorities in China could disallow such arrangements, which may
have negative impact on our business and reduce the value of our securities. Contractual arrangements may not be as effective as direct
ownership. See “Item 3. Key Information—3.D. Risk Factors - Risks relating to our corporate structure – If
the PRC government deems that the Contractual Arrangements do not comply with PRC laws and regulations, or if these laws and regulations
or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests received
through the Contractual Arrangements” “Item 3. Key Information—3.D. Risk Factors - Risks relating to our corporate
structure – The Contractual Arrangements may not be as effective in providing control as direct ownership and Relevant Subsidiaries
or Mr. Zhou Qiuming or Dr. Zhou Pengwu may fail to perform their respective obligations under the Contractual Arrangements”
“Item 3. Key Information—3.D. Risk Factors - Risks relating to our corporate structure – Mr. Zhou Qiuming or
Dr. Zhou Pengwu may have potential conflicts of interest with us, which may materially and adversely affect our control over the
Target Equity Interests.” and “Item 3. Key Information—3.D. Risk Factors - Risks relating to our corporate structure
 – Any failure by our Relevant Subsidiaries and their other respective shareholders, including Mr. Zhou Qiuming or Dr. Zhou
Pengwu, to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business”
in this annual report.

Our
corporate structure is subject to risks associated with the Contractual Arrangements with the Relevant Subsidiaries. Our
company and its investors may never have a direct ownership interest in the businesses that are conducted by the Relevant Subsidiaries.
Uncertainties in the PRC legal system could limit our ability to enforce the Contractual Arrangements, and such contractual arrangements
have not been tested in a court of law. If the PRC government finds that the agreements that establish the structure for operating our
business in mainland China do not comply with the laws and regulations of mainland China, or if these regulations or the interpretation
of existing regulations change or are interpreted differently in the future, we and the Relevant Subsidiaries could be subject to severe
penalties or be forced to relinquish our interests in those operations. This would result in the Relevant Subsidiaries being deconsolidated,
which would have a material effect on our operations and result in the value of our securities to significantly decline or become worthless.
Our company, our PRC subsidiaries and the Relevant Subsidiaries, and investors of our company face uncertainty about potential future
actions by the PRC government that could affect the enforceability of the Contractual Arrangements with the Relevant Subsidiaries and,
consequently, significantly affect the financial performance of the Relevant Subsidiaries and our company as a whole. For a detailed description
of the risks associated with our corporate structure, see “Item 3. Key Information – 3.D. Risk Factors – Risks Relating
to Our Corporate Structure.”

As we are a holding company with substantive
business operations in China, you should pay special attention to other disclosures included in this annual report and risk factors included
herein. In particular, any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder
our ability to offer or continue to offer the ADSs, cause significant disruption to our business operations, and severely damage our reputation,
which would materially and adversely affect our financial condition and results of operations and cause the ADSs to significantly decline
in value or become worthless. See “Item 3. Key Information – 3.D. Risk Factors – Uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance notice, which could materially and adversely
affect us.” In addition, the PRC government has significant authority to exert influence on the ability of a company with substantive
operations in China, such as us, to conduct its business, accept foreign investments or list on a U.S. or other foreign exchanges. For
example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity
and data privacy. Due to our business operations in Hong Kong, the regulatory actions related to data security or anti-monopoly concerns
in Hong Kong may also impact our ability to conduct our business, accept foreign investments or list on a U.S. or foreign exchange. See
 “Item 3. Key Information – 3.D. Risk Factors – Risks Related to Doing Business in China.”

In this annual report, “AIH”
refer to Aesthetic Medical International Holdi