SecProbe.io

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 AMBOW EDUCATION HOLDING LTD.
10080 N. Wolfe Rd.
Suite SW3-200
Cupertino, CA 95014
United States of America
Telephone: 1-619-684-8954

 November 26 , 2025

 Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549

 Attention: Rucha Pandit

 Re:

 Ambow Education
 Holding Limited
 Registration Statement on Form F-3
 File No. 333-291011

 Dear Ms. Pandit:

 The Company hereby requests
that the effective date and time of the above referenced Registration Statement be accelerated to 5:00pm Eastern Time on December 1, 2025
or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended.

 Very truly yours,

 AMBOW EDUCATION HOLDING LIMITED

 By:
 /s/
 Jin Huang

 Name:
 Dr. Jin Huang

 Title:
 Chairman and Chief Executive
 Officer

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AMBOW EDUCATION HOLDING LTD.

12th Floor, Tower 1, Financial Street,

Chang’an Center, Shijingshan District,

Beijing 100043

People’s Republic of China

November 18, 2022

Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

 Attention: Jennie Beysolow

Re:
Ambow Education Holding Limited
 Registration Statement on Form F-3
 File No. 333-264878

Dear Ms. Beysolow:

The Company hereby requests
that the effective date and time of the above referenced Registration Statement be accelerated to 5:00pm on November 22, 2022 or as soon
thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended.

    Very
    truly yours,

    AMBOW
    EDUCATION HOLDING LIMITED

    By:
    /s/ Dr. Jin Huang

    Name:
     Dr. Jin Huang

    Title:
    Chairman and Chief Executive Officer

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November 10, 2022

VIA EDGAR CORRESP

Jennie Beysolow

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-3

Filed October 14, 2022

File No. 333-264878

Dear Ms. Beysolow:

On behalf of Ambow Education Holding Ltd., a Cayman
Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter of October 26, 2022 with respect to the Amendment No. 4 to Registration
Statement on Form F-3 (the “F-3”) filed on October 14, 2022 by the Company (File No.: 333-264878). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that all references
to page numbers in the responses are references to the page numbers in Amendment No. 5 to the Form F-3 (the “Amended F-3”)
filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 4 to Registration Statement on Form F-3 filed October
14, 2022

Cover page

 1. Your discussion of dividends and distributions should not be qualified by materiality. Please revise to remove your reference to the
lack of “material” transfers and make appropriate revisions to your disclosure here and on page 9.

COMPANY
RESPONSE: The Company has removed the referenced materiality qualifications and added the disclosures on transfers
between Ambow and its subsidiaries on the cover page and page 10.

 2. Your discussion of the limitations on cash transfers appears to discuss solely those in the PRC. Revise to also discuss limitations
applicable to Hong Kong, given your Hong Kong subsidiary. Please make consistent revisions on page 9.

COMPANY
RESPONSE: The Company has revised the disclosures to discuss limitations applicable to Hong Kong subsidiaries on the cover
page and page 10.

Jennie Beysolow

 U.S. Securities and Exchange Commission

 November 10, 2022

 Page 2

Risk Factors, page 17

 3. Revise to include risk factor disclosure, if material, about the laws and regulations in Hong Kong that are applicable to you and
your operations where they result in oversight over data security, how this oversight impacts your business and the offering and to what
extent you believe that you are compliant with the regulations.

COMPANY
RESPONSE: The Company has revised the disclosures to include risk factors about the laws and regulations in Hong Kong relating
to oversight over data security, how this oversight impacts our business and the offering and to what extent we believe that we are compliant
with the regulations on page 25.

General

 4. Please revise to include a separate “Enforceability” section consistent with Item 101(g) of Regulation S-K. In doing so,
identify the officers and directors located in the PRC or Hong Kong.

COMPANY
RESPONSE: The Company has revised the disclosures to include a separate “Enforceability” section consistent with
Item 101(g) of Regulation S-K and identify the officers and directors located in the PRC or Hong Kong on pages 50 and 51.

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

cc: Mitchell S. Nussbaum, Esq.

United States securities and exchange commission logo
October 26, 2022
Jin Huang
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
Re:Ambow Education Holding Ltd.
Amendment No. 4 to Registration Statement on Form F-3
Filed October 14, 2022
File No. 333-264878
Dear Jin Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 30, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-3 filed October 14, 2022
Cover page
1.Your discussion of dividends and distributions should not be qualified by materiality.
Please revise to remove your reference to the lack of "material" transfers and make
appropriate revisions to your disclosure here and on page 9.
2.Your discussion of the limitations on cash transfers appears to discuss solely those in the
PRC. Revise to also discuss limitations applicable to Hong Kong, given your Hong Kong
subsidiary.  Please make consistent revisions on page 9.

 FirstName LastNameJin Huang
 Comapany NameAmbow Education Holding Ltd.
 October 26, 2022 Page 2
 FirstName LastName
Jin Huang
Ambow Education Holding Ltd.
October 26, 2022
Page 2
Risk Factors, page 17
3.Revise to include risk factor disclosure, if material, about the laws and regulations in
Hong Kong that are applicable to you and your operations where they result in oversight
over data security, how this oversight impacts your business and the offering and to what
extent you believe that you are compliant with the regulations.
General
4.Please revise to include a separate “Enforceability” section consistent with Item 101(g) of
Regulation S-K. In doing so, identify the officers and directors located in the PRC or
Hong Kong.

            Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright, Esq.

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October 14, 2022

VIA EDGAR CORRESP

Jennie Beysolow

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ambow Education Holding Ltd.

Amendment No. 3 to Registration Statement on Form F-3

Filed September 14, 2022

File No. 333-264878

Dear Ms. Beysolow:

On behalf of Ambow Education
Holding Ltd., a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission contained in its letter of September 14, 2022 with respect to the
Amendment No. 3 to Registration Statement on Form F-3 (the “F-3”) filed on September 14, 2022 by the Company (File No.: 333-264878).
For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 4 to the Form F-3
(the “Amended F-3”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 3 to Registration Statement on Form F-3 filed September
14, 2022

Prospectus Summary

Permissions Required from the PRC Authorities for Our Operations and Listing, page 5

 1. We note your response to comment 3 and reissue. Please revise your disclosure to explain whether you and
all of your PRC subsidiaries and the consolidated VIEs believe that you are required to obtain any permissions or approvals even though
you state that none of these entities have “received any disapprovals or denies from any PRC regulatory authorities.” In this
regard, we note that your current disclosure that you believe you are not required to obtain approvals pertains only to approvals from
the CSRC and/or the CAC. The disclosure here should not be qualified by materiality. Please make consistent revisions where you discuss
permissions and approvals throughout the document. Additionally, please revise this section to state the basis for your conclusions regarding
whether approvals are required.

COMPANY RESPONSE: The Company notes the
existing disclosure on page 5 states its belief “[…] that its corporate structure and VIE Agreements comply with the current
applicable PRC laws and regulations,” but appreciates that such statement is made in the context of the opinion of its PRC legal
counsel. In light of the Staff’s comment, the Company has revised the prospectus summary and the risk factors section to more clearly
state its belief regarding compliance with such laws and regulations on pages 5, 18, 19 and 20.

Jennie Beysolow

U.S. Securities and Exchange Commission

October 14, 2022

Page 2

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

United States securities and exchange commission logo
September 30, 2022
Kia Jing Tan
Chief Financial Officer
Ambow Education Holding Ltd.
12th Floor, Tower 1, Financial Street,
Chang’an Center,
Shijingshan District, Beijing 100043
People’s Republic of China
Re:Ambow Education Holding Ltd.
Amendment No. 3 to Registration Statement on Form F-3
Filed September 14, 2022
File No. 333-264878
Dear Mr. Tan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 30, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3 filed September 14, 2022
Prospectus Summary
Permissions Required from the PRC Authorities for Our Operations and Listing, page 5
1.We note your response to comment 3 and reissue. Please revise your disclosure to explain
whether you and all of your PRC subsidiaries and the consolidated VIEs believe that you
are required to obtain any permissions or approvals even though you state that none of
these entities have “received any disapprovals or denies from any PRC regulatory
authorities.” In this regard, we note that your current disclosure that you believe you are
not required to obtain approvals pertains only to approvals from the CSRC and/or the

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 September 30, 2022 Page 2
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
September 30, 2022
Page 2
CAC. The disclosure here should not be qualified by materiality. Please make consistent
revisions where you discuss permissions and approvals throughout the document.
Additionally, please revise this section to state the basis for your conclusions regarding
whether approvals are required.
            Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright, Esq.

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    September 14,
    2022

VIA EDGAR CORRESP

Jennie Beysolow

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ambow Education Holding Ltd.

                                            Amendment No. 2 to Registration Statement on Form F-3

                                            Filed August 12, 2022

                                            File No. 333-264878

Dear Ms. Beysolow:

On behalf of Ambow Education Holding Ltd., a Cayman
Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter of August 30, 2022 with respect to the Amendment No. 2
to Registration Statement on Form F-3 (the “F-3”) filed on August 12, 2022 by the Company (File No.: 333-264878).
For your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 3
to the Form F-3 (the “Amended F-3”) filed concurrently with the submission of this letter in response to the Staff’s
comments.

Amendment No. 2 to Registration Statement on Form F-3
filed August 12, 2022

Cover page

 1. We
                                            note your response to comment 2 and reissue in part. Your disclosure states that none of
                                            your PRC WFOEs and other subsidiaries have made any dividends or other distributions to you,
                                            however, the comment is intended to address whether any transfers, dividends, or distributions
                                            have been made to date between the holding company, its subsidiaries, and consolidated VIEs,
                                            or to investors. As one example only, state whether or not the consolidated VIEs have made
                                            any payments to the PRC WFOEs. Please clarify and quantify the amounts where applicable,
                                            and make consistent revisions throughout your prospectus. Please also amend the Risk Factors
                                            section to state that, to the extent cash in the business is in the PRC/Hong Kong or a
                                            PRC/Hong Kong entity, the funds may not be available to fund operations or for other use
                                            outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and
                                            limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC
                                            government to transfer cash.

COMPANY
RESPONSE: The Company has added the disclosures on transfers between Ambow and its subsidiaries, between the PRC WFOEs and
the consolidated VIEs and their subsidiaries on the cover page, pages 9 and 26. The Company has also added the requested disclosure
 “To the extent cash in the business is in the PRC and/or Hong Kong or a PRC and/or Hong Kong entity, the funds may not be available
to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC government to transfer cash.” in the
risk factor – “Our WFOEs, consolidated VIEs and their subsidiaries in China are subject to restrictions on making dividends
and other payments to us or any other affiliated company.” on page 26.

Jennie Beysolow

U.S. Securities and Exchange Commission

September 14, 2022

Page 2

 2. When
                                            discussing the Holding Foreign Companies Accountable Act, please update your disclosure throughout
                                            your prospectus to discuss the fact that on August 26, 2022, the Public Company Accounting
                                            Oversight Board (PCAOB) signed a Statement of Protocol with the China Securities Regulatory
                                            Commission and the Ministry of Finance of the People’s Republic of China, taking the
                                            first step toward opening access for the PCAOB to inspect and investigate registered public
                                            accounting firms headquartered in mainland China and Hong Kong.

COMPANY
RESPONSE: The Company has added the requested disclosure on the cover page, pages 10 and 25, respectively.

Prospectus Summary

Permissions Required from the PRC Authorities for Our Operations and Listing, page 5

 3. We
                                            note your response to comment 5 and reissue in part. We note that your revised disclosure
                                            under this section continues to address permissions and approvals related to “the consolidated
                                            VIEs and their subsidiaries” and the VIE arrangements but does not clearly address
                                            permissions or approvals that you and all of your subsidiaries are required to obtain.
                                            In this regard, we note the reference to the risk factor on page 17, stating that “[t]o
                                            date, we, the consolidated VIEs and their subsidiaries have not received any disapprovals
                                            or denials from any PRC regulatory authorities regarding the VIE arrangements between your
                                            WFOEs and the VIEs” and that “[i]f we, the consolidated VIEs and their
                                            subsidiaries inadvertently conclude that any permissions or approvals are not required, we,
                                            the consolidated VIEs and their subsidiaries may need to adjust the business operations,
                                            which may materially and adversely affect the business and results of operation.” We
                                            also note disclosure on page 22 that you and the consolidated VIEs are currently not
                                            required to obtain approval from Chinese authorities for listing on U.S exchanges, nor the
                                            execution of a series of VIE Agreements. Please revise your prospectus summary, as you do
                                            in the risk factor sections, to address those permissions and approvals that are applicable
                                            to you and all of your subsidiaries.

COMPANY
RESPONSE: The Company has revised the prospectus summary to include permissions and approvals that are applicable to Ambow
and all of its subsidiaries on pages 5.

    2

Jennie Beysolow

U.S. Securities and Exchange Commission

September 14, 2022

Page 3

 4. Where
                                            you discuss the CSRC and CAC permissions and approvals, revise your disclosure to explain
                                            whether you believe that you are required to obtain permission from these regulatory bodies
                                            in order to continue to offer your securities or operate your business. Currently your disclosure
                                            seems to suggest that you believe you are not required to seek any such permissions or approvals
                                            because you have not “received any filing or compliance requirements from the CSRC”
                                            nor have you “received any notice from any authorities identifying [you and your subsidiaries]
                                            as a critical information infrastructure operators.” Make consistent revisions in each
                                            place where you discuss these permissions and approvals.

COMPANY
RESPONSE: The Company has added the requested disclosures on pages 5, 21 and 23, respectively.

Summary of Risks, page 12

 5. We
                                            note your response to comment 4. Please revise your cross-references to provide risk factor
                                            headings and page numbers to each reference of the more robust risk factor discussion
                                            that appears in this prospectus and your annual report.

COMPANY
RESPONSE: The Company has added page numbers to each reference of risk factor under the
section “Summary of Risks” on pages 12, 13, 14 and 15 and respectfully notes its belief that the appropriate
heading will be readily apparent to the reader from the list included in “Summary of Risks”.

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/
    Kia Jing Tang

    Chief Financial Officer

    3

United States securities and exchange commission logo
August 30, 2022
Kia Jing Tan
Chief Financial Officer
Ambow Education Holding Ltd.
12th Floor, Tower 1, Financial Street,
Chang’an Center,
Shijingshan District, Beijing 100043
People’s Republic of China
Re:Ambow Education Holding Ltd.
Amendment No. 2 to Registration Statement on Form F-3
Filed August 12, 2022
File No. 333-264878
Dear Mr. Tan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 11, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3 filed August 12, 2022
Cover page
1.We note your response to comment 2 and reissue in part.  Your disclosure states that none
of your PRC WFOEs and other subsidiaries have made any dividends or other
distributions to you, however, the comment is intended to address whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries, and consolidated VIEs, or to investors.  As one example only, state whether
or not the consolidated VIEs have made any payments to the PRC WFOEs. Please clarify
and quantify the amounts where applicable, and make consistent revisions throughout

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 August 30, 2022 Page 2
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
August 30, 2022
Page 2
your prospectus.  Please also amend the Risk Factors section to state that, to the extent
cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may
not be available to fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the consolidated VIEs by the PRC government to transfer cash.
2.When discussing the Holding Foreign Companies Accountable Act, please update your
disclosure throughout your prospectus to discuss the fact that on August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.
Prospectus Summary
Permissions Required from the PRC Authorities for Our Operations and Listing, page 5
3.We note your response to comment 5 and reissue in part.  We note that your revised
disclosure under this section continues to address permissions and approvals related
to "the consolidated VIEs and their subsidiaries" and the VIE arrangements but does not
clearly address permissions or approvals that you and all of your subsidiaries are required
to obtain. In this regard, we note the reference to the risk factor on page 17, stating that
“[t]o date, we, the consolidated VIEs and their subsidiaries have not received any
disapprovals or denials from any PRC regulatory authorities regarding the VIE
arrangements between your WFOEs and the VIEs” and that “[i]f we, the consolidated
VIEs and their subsidiaries inadvertently conclude that any permissions or approvals are
not required, we, the consolidated VIEs and their subsidiaries may need to adjust the
business operations, which may materially and adversely affect the business and results of
operation.” We also note disclosure on page 22 that you and the consolidated VIEs
are currently not required to obtain approval from Chinese authorities for listing on U.S
exchanges, nor the execution of a series of VIE Agreements. Please revise your prospectus
summary, as you do in the risk factor sections, to address those permissions and approvals
that are applicable to you and all of your subsidiaries.
4.Where you discuss the CSRC and CAC permissions and approvals, revise your disclosure
to explain whether you believe that you are required to obtain permission from these
regulatory bodies in order to continue to offer your securities or operate your business.
Currently your disclosure seems to suggest that you believe you are not required to seek
any such permissions or approvals because you have not "received any filing or
compliance requirements from the CSRC" nor have you "received any notice from any
authorities identifying [you and your subsidiaries] as a critical information infrastructure
operators."   Make consistent revisions in each place where you discuss these permissions
and approvals.

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 August 30, 2022 Page 3
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
August 30, 2022
Page 3
Summary of Risks, page 12
5.We note your response to comment 4.  Please revise your cross-references to provide risk
factor headings and page numbers to each reference of the more robust risk factor
discussion that appears in this prospectus and your annual report.
            Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright, Esq.

CORRESP
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August 12, 2022

VIA EDGAR CORRESP

Jennie Beysolow

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ambow Education Holding Ltd.

Amendment No. 1 to Registration Statement on Form F-3

Filed June 14, 2022

File No. 333-264878

Dear Ms. Beysolow:

On behalf of Ambow Education Holding Ltd., a Cayman
Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of July 11, 2022 with respect to the Amendment No. 1 to Registration
Statement on Form F-3 (the “F-3”) filed on June 14, 2022 by the Company (File No.: 333-264878). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that all references
to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Form F-3 (the “Amended F-3”)
filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 1 to Registration Statement on Form F-3 filed June
14, 2022

Cover Page

 1. We note your response to comment 3. However, this document continues to contain references to “our VIE.” Please refrain
from using terms such as “we” or “our” when describing activities or functions of a VIE so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. You may
wish to refer to the VIE by name or by “the VIE” or “a VIE.”

COMPANY RESPONSE: The Company has
specified the “consolidated VIEs” or “consolidated VIEs and their subsidiaries” when describing VIE’s activities
or functions in this prospectus.

Jennie Beysolow

Securities and Exchange Commission

August 12, 2022

Page 2

 2. We note your response to comment 4 and reissue in part. Please revise your disclosure here and in the Summary, as applicable, to
clarify whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable. In this regard,
we note your disclosure on page 3, that “...none of the WFOEs and Ambow Education Management has made any dividends or other distributions
to Ambow or any investors as of the date of this prospectus;” and on page 9, that “[t]o date, our PRC WOFEs have not paid
dividends to us out of their accumulated profit.” Please amend your disclosure here and in the Summary and Risk Factors sections
to state that, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available
to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash.

COMPANY RESPONSE: The Company
has clarified that “as of the date of this prospectus, none of our PRC WFOEs and other subsidiaries has made any dividends
or other distributions to us, and we have not declared or paid any dividends on our shares and ADSs.” and “To the
extent cash in the business is in the PRC and/or Hong Kong or a PRC and/or Hong Kong entity, the funds may not be available to fund
operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of us, our subsidiaries, or the consolidated VIEs by the PRC government to transfer cash.”,
respectively, on the cover page and page 9.

Prospectus Summary, page 1

 3. We note your response to comment 8 and reissue in part. Here and elsewhere in your prospectus, please refrain from implying that
the contractual agreements are equivalent to equity ownership in, or control of the business of the VIE. Any references to control or
benefits that accrue to you because of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation
of the VIE under U.S. GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes. In this regard, we note, as examples only, the following statements:

 · “In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over
our VIEs, and our ability to conduct our business would be materially adversely affected” (see page 4);

 · “Our PRC subsidiaries have entered into a series of contractual arrangements with our consolidated VIEs and their shareholders,
which enable us to (i) exercise effective control over the consolidated VIEs...” (see page 20); and

 · “If our corporate structure and contractual arrangements are deemed by the MOE, the MOFCOM or other regulators that have
competent authority, to be illegal, either in whole or in part, we may lose control of our consolidated VIE and have to modify such structure to comply with regulatory
requirements” (see page 20).

Jennie Beysolow

Securities and Exchange Commission

August 12, 2022

Page 3

COMPANY RESPONSE: The Company has
made the following revisions, clearly mentioned the “consolidated VIEs” or “consolidated VIEs and their subsidiaries”
when describing VIE’s activities or functions or benefits, and consolidation of VIEs for accounting purpose in the prospectus:

 - “In the event we are unable to enforce these contractual arrangements, we may not be able to be the primary beneficiary of
the consolidated VIEs for consolidation purpose under U.S. GAAP, and our ability to consolidate the VIEs would be materially adversely
affected” (see pages 4 and 19);

 - “Our PRC WFOEs have entered into a series of contractual arrangements with our consolidated VIEs and their
                                                            shareholders, which enable us to (i) have significant impact on the business operations of the consolidated VIEs…” (see
                                                            page 20);

 - “If our corporate structure and contractual arrangements are deemed by the MOE, the MOFCOM or other regulators that have
competent authority, to be illegal, either in whole or in part, we may not be able to be the primary beneficiary of the VIEs and to consolidate
the consolidated VIEs for accounting purpose and have to modify such structure to comply with regulatory requirements” (see page
20).

 4. We note your response to comment 9 and reissue in part. Please provide a cross-reference for each summary risk factor to the relevant
more detailed discussion of these risks in the prospectus.

COMPANY RESPONSE: The Company has
added a cross-reference for each summary risk factor to the appropriate risk factors in the prospectus or the Annual Report on Form 20-F
for our fiscal year ended December 31, 2021 on pages 12, 13, 14 and 15.

Jennie Beysolow

Securities and Exchange Commission

August 12, 2022

Page 4

 5. We note your response to comment 10 and reissue. We note your disclosures in the risk factor section as it relates to
                                                                                                     permissions and approvals related to your VIE arrangements, however, the comment is intended to address all permissions and
                                                                                                     approvals needed to operate your business and to offer the securities being registered to foreign investors. Please include in the
                                                                                                     Prospectus Summary section disclosure in response to this comment regarding each permission or approval that you, your subsidiaries,
                                                                                                     or the VIEs are required to obtain including the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i)
                                                                                                     do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not
                                                                                                     required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future. Additionally, disclose whether you relied on the opinion of counsel for your determination
on page 22 that “[w]e are currently not required to obtain approval from Chinese authorities for listing on U.S exchanges, nor the
execution of a series of VIE Agreements” and on page 20 that “[w]e believe that our corporate structure and contractual arrangements
comply with the current applicable PRC laws and regulations.” If true, revise to state as much, provide the name of counsel and
file a consent of counsel as an exhibit.

COMPANY RESPONSE: The Company has
added a section “Permissions Required from the PRC Authorities for Our Operations and Listing” in the Prospectus Summary on
page 5 to describe each permission or approval that we, our subsidiaries, the consolidated VIEs and their subsidiaries are required to
obtain for operation and listing, and the consequences to us and our investors.

The Company has included opinions of PRC
legal counsel on pages 5, 20, 21 and 23 as required, and filed the PRC legal opinion and consent letter as exhibits 99.1 and 23.3, respectively.

 6. We note your response to comment 12. Please provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.

COMPANY RESPONSE: The Company has
added the requested cross-references on pages 5 and 9, respectively.

 7. We note your disclosure on pages 10 and 25 in response to comment 13. Please revise your disclosure under the Prospectus Summary
on page 10, as you do on the Cover and in the Risk Factor on page 25, to include that trading in your securities may be prohibited under
the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and
that as a result an exchange may determine to delist your securities.

COMPANY RESPONSE: The Company has
added the requested disclosure on page 10.

Certain New PRC Regulations on the Private Education Industry,
page 10

 8. We note your revisions in response to comment 18. Revise your disclosure to clearly indicate, and quantify where possible, the
impact to your results of operations as a result of the actions you describe here in response to the 2021 Implementing Rules. Specifically,
state the amount of revenues you have historically attributed to your K-9 business, which you intend to sell, so that it is clear to readers
how your results of operations will be impacted once the sale is complete. Provide more detail around how the “student numbers and
service hours of [y]our tutoring business” has been negatively affected and whether you expect the impact to
continue indefinitely. Clarify what you mean when you state that you “aim to maintain a self-sufficient operating cash flow for
[y]our remaining tutoring business.”

COMPANY RESPONSE: The Company has
added the requested disclosures regarding the impact of the intended K-9 sale to Ambow operations on page 10. The Company has also revised
the description of the impact on the tutoring business on pages 11 and 24, respectively.

Jennie Beysolow

Securities and Exchange Commission

August 12, 2022

Page 5

Risk Factor, page 17

 9. We note your revised risk factor disclosures in response to comment 14. We also note your disclosure that if your ownership structure
and contractual arrangements are later found to be in violation of any existing or future PRC laws or regulations, you could be “subject
to severe penalties,” including “[r]estricting or prohibiting the use of any proceeds from [y]our additional public offering
to finance our business and operations in China” and “forced to relinquish [y]our interests in those operations.” Please
revise to include that the securities you are registering may decline in value or become worthless if the determinations, changes, or
interpretations result in your inability to assert contractual control over the assets of your PRC subsidiaries or the VIEs that conduct
all or substantially all of your operations.

COMPANY RESPONSE: The Company has
added the requested disclosures in the risk factor on page 17 as “All aspects of our business are subject to extensive regulation
in China, we, the consolidated VIEs and their subsidiaries may not be in full compliance …, we, the consolidated VIEs and their
subsidiaries could be subject to severe penalties and our securities may decline in value or become worthless.” and in the last
paragraph of the risk factor on page 19 as “Our ADSs and the securities we are registering through this prospectus may decline
in value or become worthless if any determinations, changes, or interpretations from Chinese government result in our inability to assert
contractual control over the assets of our PRC WFOEs or the VIEs that conduct all or substantially all of operations in China”.

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/ Kia Jing Tang

    Chief Financial Officer

United States securities and exchange commission logo
July 11, 2022
Kia Jing Tan
Chief Financial Officer
Ambow Education Holding Ltd.
12th Floor, Tower 1, Financial Street,
Chang’an Center,
Shijingshan District, Beijing 100043
People’s Republic of China
Re:Ambow Education Holding Ltd.
Amendment No. 1 to Registration Statement on Form F-3
Filed June 14, 2022
File No. 333-264878
Dear Mr. Tan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 25, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed June 14, 2022
Cover Page
1.We note your response to comment 3.  However, this document continues to contain
references to "our VIE."  Please refrain from using terms such as “we” or “our” when
describing activities or functions of a VIE so that it is clear to investors which entity the
disclosure is referencing and which subsidiaries or entities are conducting the business
operations. You may wish to refer to the VIE by name or by “the VIE” or “a VIE.”

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 July 11, 2022 Page 2
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
July 11, 2022
Page 2
2.We note your response to comment 4 and reissue in part. Please revise your disclosure
here and in the Summary, as applicable, to clarify whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, and
consolidated VIEs, or to investors, and quantify the amounts where applicable.  In this
regard, we note your disclosure on page 3, that "...none of the WFOEs and Ambow
Education Management has made any dividends or other distributions to Ambow or any
investors as of the date of this prospectus;" and on page 9, that "[t]o date, our PRC
WOFEs have not paid dividends to us out of their accumulated profit.”  Please amend
your disclosure here and in the Summary and Risk Factors sections to state that, to the
extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds may not be available to fund operations or for other use outside of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability
of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer
cash.
Prospectus Summary, page 1
3.We note your response to comment 8 and reissue in part.  Here and elsewhere in your
prospectus, please refrain from implying that the contractual agreements are equivalent to
equity ownership in, or control of the business of the VIE. Any references to control or
benefits that accrue to you because of the VIE should be limited to a clear description of
the conditions you have satisfied for consolidation of the VIE under U.S. GAAP.
Additionally, your disclosure should clarify that you are the primary beneficiary of the
VIE for accounting purposes. In this regard, we note, as examples only, the following
statements:
•"In the event we are unable to enforce these contractual arrangements, we may not be
able to exert effective control over our VIEs, and our ability to conduct our business
would be materially adversely affected" (see page 4);
•"Our PRC subsidiaries have entered into a series of contractual arrangements with
our consolidated VIEs and their shareholders, which enable us to (i) exercise effective
control over the consolidated VIEs..." (see page 20); and
•"If our corporate structure and contractual arrangements are deemed by the MOE, the
MOFCOM or other regulators that have competent authority, to be illegal, either in
whole or in part, we may lose control of our consolidated VIE and have to modify
such structure to comply with regulatory requirements" (see page 20).
4.We note your response to comment 9 and reissue in part. Please provide a cross-reference
for each summary risk factor to the relevant more detailed discussion of these risks in the
prospectus.

5.We note your response to comment 10 and reissue.  We note your disclosures in the risk
factor section as it relates to permissions and approvals related to your VIE arrangements,
however, the comment is intended to address all permissions and approvals needed to

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 July 11, 2022 Page 3
 FirstName LastNameKia Jing Tan
Ambow Education Holding Ltd.
July 11, 2022
Page 3
operate your business and to offer the securities being registered to foreign
investors.  Please include in the Prospectus Summary section disclosure in response to this
comment regarding each permission or approval that you, your subsidiaries, or the VIEs
are required to obtain including the consequences to you and your investors if you, your
subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. Additionally, disclose whether you relied on the
opinion of counsel for your determination on page 22 that "[w]e are currently not required
to obtain approval from Chinese authorities for listing on U.S exchanges, nor the
execution of a series of VIE Agreements" and on page 20 that “[w]e believe that our
corporate structure and contractual arrangements comply with the current applicable PRC
laws and regulations.” If true, revise to state as much, provide the name of counsel and file
a consent of counsel as an exhibit.
6.We note your response to comment 12. Please provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
7.We note your disclosure on pages 10 and 25 in response to comment 13.  Please revise
your disclosure under the Prospectus Summary on page 10, as you do on the Cover and in
the Risk Factor on page 25, to include that trading in your securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or investigate completely your auditor, and that as a result an exchange
may determine to delist your securities.
Certain New PRC Regulations on the Private Education Industry, page 10
8.We note your revisions in response to comment 18.  Revise your disclosure to clearly
indicate, and quantify where possible, the impact to your results of operations as a result
of the actions you describe here in response to the 2021 Implementing Rules.
Specifically, state the amount of revenues you have historically attributed to your K-9
business, which you intend to sell, so that it is clear to readers how your results of
operations will be impacted once the sale is complete.  Provide more detail around how
the "student numbers and service hours of [y]our tutoring business" has been negatively
affected and whether you expect the impact to continue indefinitely.  Clarify what you
mean when you state that you "aim to maintain a self-sufficient operating cash flow for
[y]our remaining tutoring business."
Risk Factor, page 17
9.We note your revised risk factor disclosures in response to comment 14.  We also note
your disclosure that if your ownership structure and contractual arrangements are later
found to be in violation of any existing or future PRC laws or regulations, you could be
“subject to severe penalties,” including “[r]estricting or prohibiting the use of any
proceeds from [y]our additional public offering to finance our business and operations in

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 July 11, 2022 Page 4
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
July 11, 2022
Page 4
China” and "forced to relinquish [y]our interests in those operations." Please revise to
include that the securities you are registering may decline in value or become worthless if
the determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
             Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tahra Wright, Esq.

CORRESP
1
filename1.htm

June 14, 2022

VIA EDGAR CORRESP

Jennie Beysolow

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-3

Filed May 12, 2022

File No. 333-264878

Dear Ms. Beysolow:

On behalf of Ambow Education Holding Ltd., a Cayman
Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of May 25, 2022 with respect to the Registration Statement on Form F-3
(the “F-3”) filed on May 12, 2022 by the Company (File No.: 333-264878). For your convenience, the text of the Staff’s
comments is set forth below followed in each case by the Company’s responses. Please note that all references to page numbers in
the responses are references to the page numbers in Amendment No. 1 to the Form F-3 (the “Amended F-3”) filed concurrently
with the submission of this letter in response to the Staff’s comments.

Registration Statement on Form F-3 filed May 12, 2022

Cover Page

 1. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding
company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based
in China and that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court.
Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese
law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold equity interests in the
Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference
to your detailed discussion of risks facing the company and the offering as a result of this structure.

RESPONSE:
The Company has made the foregoing requested disclosures on the cover page. A cross-reference to a detailed discussion of risks
facing the Company and the offering as a result of this structure has been included.

 2. Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should
address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest
entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange. Please disclose whether your auditor is subject to the determinations announced
by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect
your company. Where you discuss the HFCAA, please also discuss the potential impact of the Accelerating HFCAA, should it be enacted. Your
prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

RESPONSE:
The Company has made all of the foregoing requested disclosures on the cover page and disclosed how recent statements and regulatory
actions by China’s government, such as those related to the use of VIEs and data security or anti-monopoly concerns, have or
may impact the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. The Company’s auditor is not subject to the determinations announced by the PCAOB and at this time neither the HFCAA
or the Accelerating HFCAA will have an impact on the Company.

 3. Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document
so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business
operations. Refrain from using terms such as “we” or “our” when describing activities or functions of a VIE. For
example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does not conduct operations. Disclose clearly the
entity (including the domicile) in which investors are purchasing an interest.

RESPONSE:
The Company has made the foregoing clarifications and clearly disclosed that the investors are purchasing an interest in the Company,
which is a Cayman Islands holding company and not directly into the VIEs.

    2

 4. Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or
settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable. Provide cross-references
to the condensed consolidating schedule sought below and the consolidated financial statements.

RESPONSE:
The Company has provided a description of how cash is transferred through the organization, which includes disclosure that it does not,
at this time, intend to distribute earnings or settle amounts owed under the VIE agreements. The Company has included a cross-reference
to the condensed consolidating schedule in the disclosures for ease of review.

 5. Discuss whether there are limitations on your ability to transfer cash between you, your subsidiaries, the consolidated VIEs or investors.
Provide a cross-reference to your discussion of this issue in your summary, summary risk factors, and risk factors sections, as well.

RESPONSE:
The Company has disclosed the limitations on the ability to transfer cash and has provided a cross-reference to the discussion of this
issue in the prospectus.

 6. To the extent you have cash management policies that dictate how funds are transferred between you, your subsidiaries, the consolidated
VIEs or investors, summarize the policies on your cover page and in the prospectus summary, and disclose the source of such policies (e.g.,
whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page and in the prospectus summary
that you have no such cash management policies that dictate how funds are transferred.

RESPONSE:
The Company has disclosed on the cover page and in the prospectus summary that the transfers of funds are contractual in nature. To date,
there have been no such transfers and there are no cash management policies currently in effect.

Prospectus Summary, page 1

 7. We note on page 2 your disclosure of a diagram of your corporate structure, identifying the entities that are equity investments and
those “controlled by contractual arrangements.” Disclose clearly that the company uses a structure that involves a VIE based
in China and what that entails. 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
entity in which investors are purchasing their interest and the entity(ies) 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.

    3

RESPONSE:
The Company has made the requested disclosures in the prospectus summary of the Amended F-3.

 8. We note your disclosure on page 2 of a diagram of your corporate structure which indicates that the Cayman Islands holding company
 "controls" the VIE’s business operations through contractual agreements between the VIE and your Wholly Foreign-Owned
Enterprise (WFOE). However, neither the investors in the holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIE. Accordingly, here and elsewhere in your prospectus,
particularly in your revisions in response to our comments, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be
limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure
should clarify that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose, if true, that the VIE agreements
have not been tested in a court of law.

RESPONSE:
The Company has revised the disclosures in the Amended F-3 to remove any implications that the contractual agreements are equivalent to
equity ownership in the VIEs. The company has also disclosed that is the primary beneficiary of the VIE for accounting purposes and that
the VIE agreements have not been tested in a court of law.

 9. Please revise to include a summary of risk factors section and disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to a more detailed discussion of these risks in the prospectus. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE: The Company has revised the Amended F-3 to include
a summary of the risk factors section included in the prospectus, including a summary of each risk included in the foregoing comment.

    4

 10. Disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate
your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries, or VIEs are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE’s operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your
investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future. Provide the basis upon which you made these determinations.

RESPONSE: The Company has described
the licenses and certificates that we, our WOFEs, VIEs and their subsidiaries are required to obtain to operate our business and all
our VIEs and their respective subsidiaries hold requisite licenses and certificates on page 18 in the Amended F-3; disclosed that to
date, we have not received any disapprovals or denies from any PRC regulatory authorities regarding the VIE arrangments on page 18, 19
and 20; disclosed that to date, none of us, our subsidiaries and WOFEs, VIEs and their subsidiaries has received any filing or compliance
requirements from CSRC for the listing of Ambow at NYSE American and all of its overseas offerings on page 21 and 23; disclosed that
to date, we have not received any notice from any authorities identifying us as a CIIO or requiring us to go through cybersecurity review
or network data security review by the CAC and have not been required to obtain any approvals or permits from CAC on page 23. The Company
also has described the consequences if we, our subsidiaries, or the VIEs (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and we are required to obtain such permissions or approvals in the future on page 18, 19, 20, 21 and 23.

 11. We note that the consolidated VIEs constitute a material part of your consolidated financial statements. Please provide in tabular
form a condensed consolidating schedule that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated financial statements are required. The schedule
should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated intercompany amounts, such
as separate line items for intercompany receivables and investment in subsidiary. The schedule should also disaggregate the parent company,
the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an aggregation of other entities
that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature of assets held by, and the operations
of, entities apart from the VIE, as well as the nature and amounts associated with intercompany transactions. Any intercompany amounts
should be presented on a gross basis and when necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.

    5

RESPONSE:
The Company has included the requested disclosures from pages 5 to 8 in the Amended F-3.

 12. Provide a clear description of how cash is transferred through your organization. Disclose your intentions to settle amounts owed
under th

United States securities and exchange commission logo
May 25, 2022
Kia Jing Tan
Chief Financial Officer
Ambow Education Holding Ltd.
12th Floor, Tower 1, Financial Street,
Chang’an Center,
Shijingshan District, Beijing 100043
People’s Republic of China
Re:Ambow Education Holding Ltd.
Registration Statement on Form F-3
Filed May 12, 2022
File No. 333-264878
Dear Mr. Tan:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed May 12, 2022
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors. If true,
disclose that these contracts have not been tested in court.  Explain whether the VIE
structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never hold equity interests in the Chinese

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 May 25, 2022 Page 2
 FirstName LastNameKia Jing Tan
Ambow Education Holding Ltd.
May 25, 2022
Page 2
operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline
or become worthless. Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Where you discuss the HFCAA, please also discuss
the potential impact of the Accelerating HFCAA, should it be enacted. Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed consolidating
schedule sought below and the consolidated financial statements.
5.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 May 25, 2022 Page 3
 FirstName LastNameKia Jing Tan
Ambow Education Holding Ltd.
May 25, 2022
Page 3
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred.
Prospectus Summary, page 1
7.We note on page 2 your disclosure of a diagram of your corporate structure, identifying
the entities that are equity investments and those “controlled by contractual
arrangements.”  Disclose clearly that the company uses a structure that involves a VIE
based in China and what that entails. 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 entity in which investors are purchasing their interest and the entity(ies) 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.
8.We note your disclosure on page 2 of a diagram of your corporate structure which
indicates that the Cayman Islands holding company "controls" the VIE’s business
operations through contractual agreements between the VIE and your Wholly Foreign-
Owned Enterprise (WFOE). However, neither the investors in the holding company nor
the holding company itself have an equity ownership in, direct foreign investment in, or
control of, through such ownership or investment, the VIE. Accordingly, here and
elsewhere in your prospectus, particularly in your revisions in response to our comments,
please refrain from implying that the contractual agreements are equivalent to equity
ownership in the business of the VIE. Any references to control or benefits that accrue to
you because of the VIE should be limited to a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure
should clarify that you are the primary beneficiary of the VIE for accounting purposes.
Please also disclose, if true, that the VIE agreements have not been tested in a court of
law.
9.Please revise to include a summary of risk factors section and disclose the risks that your
corporate structure and being based in or having the majority of the company’s operations
in China poses to investors. In particular, describe the significant regulatory, liquidity, and

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 May 25, 2022 Page 4
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
May 25, 2022
Page 4
enforcement risks with cross-references to a more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
10.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you, your subsidiaries, or VIEs are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency
that is required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future. Provide the basis upon which you
made these determinations.
11.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 May 25, 2022 Page 5
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
May 25, 2022
Page 5
12.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to settle amounts owed under the contractual agreements, including those
made through a VIE. Quantify any cash flows and transfers of other assets by type that
have occurred between the shell company, the entities in which you have contractual
agreements, or a consolidated VIE, and direction of transfer. Quantify any distributions
that the entities in which you have contractual agreements, or a consolidated VIE, have
made to the shell company and which entity made such transfer, and their tax
consequences. Your disclosure should make clear if no transfers or distributions have been
made to date. Describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including the entities
in which you have contractual agreements, and/or a consolidated VIE, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the
contractual or VIE agreements.
13.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 4
14.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries or the VIEs that conduct all or
substantially all of your operations.
15.Please expand your risk factors to disclose the risk that the your ADSs or Ordinary Shares
may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is
unable to adequately inspect audit documentation located in China and that the U.S.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB
inspections for two consecutive years instead of three. Acknowledge that the Commission
adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB
has issued its report notifying the Commission of its determination that it is unable to
inspect or investigate completely accounting firms headquartered in mainland China or
Hong Kong.
16.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government

 FirstName LastNameKia Jing Tan
 Comapany NameAmbow Education Holding Ltd.
 May 25, 2022 Page 6
 FirstName LastName
Kia Jing Tan
Ambow Education Holding Ltd.
May 25, 2022
Page 6
may intervene or influence your operations at a

CORRESP
1
filename1.htm

AMBOW EDUCATION HOLDING LTD.

12th Floor, Tower 1, Financial Street,

Chang’an Center, Shijingshan District,

Beijing 100043

People’s Republic of China

May 15, 2019

Joshua Shainess

Attorney-Adviser

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

        Ambow
        Education Holding Limited

        Registration Statement on Form F-3

        File No. 333-231273

Dear Mr. Shainess:

The Company hereby
requests that the effective date and time of the above referenced Registration Statement be accelerated to 5:00pm on May 17, 2019
or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended.

    Very truly yours,

    AMBOW EDUCATION HOLDING LIMITED

    By:
    /s/ Dr. Jin Huang

    Name:
    Dr. Jin Huang

    Title:
    Chairman and Chief Executive Officer

May 14, 2019
Jin Huang
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
Re:Ambow Education Holding Ltd.
Registration Statement on Form F-3
Filed May 8, 2019
File No. 333-231273
Dear Dr. Huang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
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.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
filename1.htm

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE: Ambow Education Holding Ltd.

Registration Statement on Form F-1

File No. 333-220207

Dear Mr. Spirgel:

We hereby join in the request of Ambow Education
Holding Ltd. that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective
as of 4:30pm on May 31, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Act, please be advised that the undersigned effected the following approximate distribution of copies of the Preliminary
Prospectus dated May 9, 2018:

    Number of Copies

    Institutions
    30

    Individuals
    200

    Total
    230

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

        Very Truly Yours,

    By:  The Benchmark Company, LLC

    By:
    /s/ Michael Jacobs

    Name:
    Michael Jacobs

    Title:
    Head of Equity Capital Markets

CORRESP
1
filename1.htm

AMBOW EDUCATION HOLDING LTD.

12th Floor, Tower 1, Financial Street

Chang’an Center, Shijingshan District

Beijing 100043

People’s Republic of China

May 29, 2018

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 RE: Ambow Education Holding Ltd. (the “Company”)

	Registration Statement on Form F-1

	File No. 333-220207

Dear Mr. Spirgel:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced
Registration Statement so that such Registration Statement will become effective as of 4:30pm on May 31, 2018, or as soon thereafter
as practicable.

The Company hereby acknowledges that:

     •
    Should the Securities and Exchange Commission (the “Commission ”) or the Staff,
    acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from
    taking any action with respect to the Registration Statement;

  • The action of the Commission or the Staff, acting pursuant to delegated authority,
                                                                                            in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy
                                                                                            and accuracy of the disclosure in the Registration Statement; and

  • The Company may not assert Staff comments and the declaration of effectiveness as a defense
                                                                                            in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AMBOW EDUCATION HOLDING LTD.

    By:
    /s/Jin Huang

    Name:
    Jin Huang

    Title:
    Chief Executive
Officer

CORRESP
1
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

CORRESP
1
filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

April 3, 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. 6 to Registration Statement on Form F-1

Filed March 23, 2018

File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of March 29, 2018 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on March 23, 2018 by the Company (File No.: 333-220207). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that
all references to page numbers in the responses are references to the page numbers in Amendment No. 7 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Use of Proceeds, page 41

 1. Consistent with your risk factor disclosure at page 28, please revise to address that it is unlikely
you will be able to use proceeds from your offering as capital contributions to your Chinese operating subsidiaries. In this regard,
please discuss the likely timeframe needed to obtain the necessary approvals from the appropriate regulators, including SAFE and
MOFCOM. Please also disclose whether proceeds from your initial public offering were ever used to fund capital contributions or
loans to your Chinese operating subsidiaries.

RESPONSE: The Company
respectfully advises the Staff that we revised the “Use of Proceeds” on page 41 in the Amended F-1 as below:

“In utilizing the
proceeds of this offering we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding
to our PRC subsidiary through loans or capital contributions and to our consolidated affiliated entities through loans.
Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to
our PRC subsidiaries, VIEs and their respective VIEs or subsidiaries or make additional capital contributions to our PRC
subsidiaries to fund their capital expenditures or working capital, as was the case when we received U.S. dollar proceeds
from our initial public offering in 2010 and extended such inter-company loans and capital contributions. Based on our
previous experience and current discussions with relevant parties, we expect it will take six to twelve months to obtain
registrations and approvals from SAFE or its local counterparts to extend such intercompany loans or make such capital
contributions to our PRC subsidiaries with the proceeds of this Offering. Accordingly, we cannot assure you that we will be
able to obtain these government registrations or approvals on a timely basis, if at all.”

      1

As to approvals from MOFCOM,
they are applicable to us only when we turn our wholly owned subsidiaries into investment companies. We have disclosed on page
28 that none of our wholly owned subsidiaries are investment companies and we do not intend to convert any of those subsidiaries.
Therefore we respectfully advise the Staff that no additional disclosure regarding approvals from MOFCOM would need to be addressed
on page 41.

Market Information, page 42

 2. Please revise your introductory paragraph to briefly discuss that the company was delisted from
the NYSE due in part based on its inability to file its reports under the Securities Exchange Act of 1934 in a timely manner. Please
address why you were unable to timely file your Form 20-F for the fiscal year ended December 31, 2013.

RESPONSE:
The Company respectfully advises the Staff that we revised the introductory paragraph on page 42 in the Amended F-1 as below:

“Prior
to this offering from August 5, 2010 until October 6, 2014, our ADSs were traded on the NYSE in the U.S. On October 6, 2014,
our ADSs were removed from listing on the NYSE and began quotation in the OTC markets after we failed to timely file our
Annual Report on Form 20-F for the fiscal years ended December 31, 2012 and 2013 during the time we were controlled by the
Joint Provisional Liquidators during the ongoing Audit Committee Investigation and our resulting inability to provide audited
financial information for inclusion in such filings. We intend to apply for the listing of the ADSs issued in this offering and the
ADSs outstanding as of the time of this offering on the NYSE American under the symbol “AMBO”.”

Financial Statements

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third
Party, page F-69

 3. Please tell us whether you would have been able to borrow the US$6.0 million loan from Sino Accord
Investments Limited under the current terms without simultaneously providing the RMB 42.7 million loan to Suzhou Zhixinliren and
not be in violation of the PRC related Company Laws and Foreign Exchange Bureau regulations. If not, please clearly disclose this
fact.

      2

RESPONSE: The Company
respectfully advises the Staff that we would not be able to obtain the US$ 6.0 million loan from Sino Accord Investments Limited
separately without simultaneously providing the RMB 42.7 million loan receivable to Suzhou Zhixinliren, because both loans were
correlated to each other and when the short-term borrowing is repaid, the loan receivable will similarly be collected, as we have
disclosed in Note 9 on page F-68 and Note 12 on page F-69.

We revised the disclosure under
the risk “If we fail to settle our RMB and US dollar loans properly, it may be considered as unauthorized currency exchange
arrangement and we may face penalties from local authorities.” on page 30 in the Amended F-1 as below to disclose such
fact:

“In order to
fund the acquisition costs and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive
a one-year interest-free US dollar loan from Sino Accord. This short-term loan is considered correlated to our
one-year interest-free RMB loan to Suzhou Zhixinliren, and when we repay the US dollar loan, the RMB loan will be repaid.
Without providing an RMB loan to Suzhou Zhixinliren, we would not be able to obtain the US dollar loan from Sino Accord in
compliance with applicable regulations, mainly the Regulations for the Implementation of Foreign Exchange Management in
People's Republic of China. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the
maturity date for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019. Please
refer to Note 9 and Note 12 of the unaudited condensed financial statements for details.”

We revised the disclosure under
the risk “Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.”
on page 30 in the Amended F-1 as below to disclose such fact:

“In November 2017,
we acquired 100% of the outstanding shares of common stock of Bay State College in the United States to expand our
career-oriented international education portfolio. In 2017, the review and approval process from SAFE with respect to
obtaining foreign currency denominated borrowings and making direct overseas investment became more stringent in China. The
review and approval from SAFE takes a longer period of time, and more supporting files are required. As a result, the new
restrictions on foreign exchange for capital expenditure prevented us from raising enough US dollars for the acquisition of
Bay State College. In order to fund the acquisition costs and the operational needs of the company, we borrowed a one-year
interest-free US dollar loan of US$ 6.0 million from Sino Accord, a non-affiliated third party lender. At the same time, we
provided a one-year interest-free RMB loan of RMB 42.7 million to Suzhou Zhixinliren, another non-affiliated party finance
company. It is the understanding among the parties that the US dollar loan is correlated to the RMB loan, and when the US
dollar loan is repaid, the RMB loan will similarly be collected. Without providing RMB loan to Suzhou Zhixinliren, we would
not be able to obtain US dollar loan from Sino Accord in compliance with applicable regulations, mainly the Regulations for
the Implementation of Foreign Exchange Management in People's Republic of China. In light of the capital from the US dollar
loan and its operational cash flow, Bay State College Inc. is able to generate enough liquidity to support its future
operations in the near term. Therefore we do not currently intend to rely on US dollar borrowings to continue funding Bay
State College’s operations. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the
maturity date for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019. With the
extended maturity date of the loans, or if there are other significant overseas capital expenditures in the future requiring
currencies other than RMB, we may either apply for a permit from the SAFE to purchase foreign currencies or pursue other
offerings resulting in US dollar proceeds to obtain enough US dollars to meet such shortage in foreign currency. The loan
extension agreements have been filed as exhibits to the registration statement of which this prospectus forms a part. We have not
been a lender of funds to non-affiliated parties historically, and we do not intend to do so in the future.”

      3

 4. In light of the fact that your business operations have not historically been as a lender of funds
to non-affiliated parties, please provide disclosure indicating whether you plan to make additional loans in the future.

RESPONSE:
The Company respectfully advises the Staff that we revised the disclosure under the risk “Restrictions on currency exchange
may limit our ability to receive and use our revenue effectively.” on page 30 in the Amended F-1. Details of the disclosures
have been included in Response to Comment 3.

 5. Tell us why the “understanding among the parties that when the short-term borrowing is repaid,
the loan receivable will similarly be collected” was not memorialized in writing as part of the written loan terms.

RESPONSE:
The Company respectfully advises the Staff that, based on its understanding of the currency regulations, should any “offset”
or similar feature be included as part of the loan terms, it would remove the credit exposure supporting the independent nature
of the loans and greatly increase the risk that such loans may be considered as unauthorized currency exchange arrangements.

 6. We note that the original loan agreement dated April 5, 2017 between you and Suzhou Zhixinliren
indicated that the loan would be in the principal amount of RMB 42.0 million. However, in the supplementary agreement dated March
7, 2018, it was noted that after the signing of the April 5, 2017 loan agreement, you actually provided Suzhou Zhixinliren RMB
42.7 million as the actual principal. Please explain the reason for this difference, and tell us why the original loan agreement
was not amended to reflect the actual principal issued. Furthermore, please clarify how far after the signing of the loan agreement
that the additional RMB 0.7 million was provided to Suzhou Zhixinliren.

RESPONSE:
The Company respectfully advises the Staff that on April 5, 2017, immediately subsequent to the signing of the Loan
Agreement, Suzhou Zhixinliren advised the Company that RMB 42.0 million loan receivables was not enough to cover against the
US$ 6.0 million loan payables of the Company based on the currency exchange rates. Hence, they requested the Company to remit
additional RMB 0.7 million to cover the shortfall of the exchange difference, and the loan amount in RMB 42.7 million would
not change before the loan expired. The Company agreed and transferred RMB 42.7 million to Suzhou Zhixinliren. A new
supplementary agreement on the additional RMB 0.7 million was not signed during that period of time mainly because it is
common practice in China that if any legal disputes arises on the loan principal amount, the China Arbitration Association
will request the Company to provide the remittance notice issued by the bank instead of referring to the loan agreement.
Hence, the possibility that Suzhou Zhixiliren would not acknowledge the additional loan amount of RMB 0.7 million was relatively
low. It was only at a later stage when we negotiated the extension of loan receivable with Suzhou Zhixinliren, both parties
agreed to memorialize the additional RMB 0.7 million together with the extension terms into the supplementary agreement.

      4

 7. Please explain in further detail how both the loan payable to Sino Accord Investments Limited and
the loan receivable to Suzhou Zhixinliren came about. Specifically, please respond to the following:

 Ÿ Tell us how you were originally connected
with Sino Accord Investments Limited for purposes of the $6.0 million loan. For example, tell us whether you had previously borrowed
money from the company, or were referred to them by another party.

RESPONSE:
The Company respectfully advises the Staff that we were referred to Sino Accord Investments Limited by an independent third party
and that we have not borrowed money from Sino Accord Investments Limited previously.

 Ÿ Tell us how you decided to make the loan
to Suzhou Zhixinliren. As part of your response, please explain how and when the loan negotiations took place, relative to the
timing of your loan payable agreement with Sino Accord Investments Limited.

RESPONSE:
The Company respectfully advises the Staff when the Company requested to borrow US$ 6.0 million from Sino Accord Investments Limited,
they requested that we provide a RMB 42.7 million loan to Suzhou Zhixinliren. Both these transactions happened concurrently on
April 5, 2017 as disclosed in the Amended F-1.

 8. It is unclear from your response to comment 6 why Sino Accord Investments would extend for one
year an unsecured interest free loan denominated in US currency without payment of consideration. Please explain the nature of
the discussions entered into for purposes of this loan extension. As part of your response, please explain whether there was any
discussion regarding the payment of any interest or fees currently, or in the future, with respect to this loan extension.

RESPONSE:
The Company respectfully advises the Staff that as discussed with the Staff, and disclosed in the Amended F-1 on page F-68 and
F-69 “This short-term loan is considered correlated to our one-year interest-free RMB loan from Suzhou Zhixinliren”.
As a result, both extension agreements would need to be made at the same time and contemplate the same extended maturity date.
The Company requested that both parties enter into the extension agreements and they agreed. The US$ loan payable was extended
one year at the same time that the RMB loan receivable was also extended one year. No interest or fees have been or would be considered
with respect to the extension of either loans.

      5

18 Disposal of Subsidiaries, page F-72

 9. Please clarify your response to comment 7. We note that section 1, Indemnity, of the Equity Transfer
Agreement – Amendment 2 appears to explicitly obligate Ambow Education to assume responsibility for unrecognized pre-disposition
tax obligation of Ambow Online. However, in your March 9, 2018 response letter (on page 9) you state that the buyer has undertaken
responsibility for such pre-disposition tax obligations of Ambow Online whether (or not) the ultimate settlement amount is higher
or lower than the RMB 123.5 million.” In light of the fact that you have not received any feedback or subsequent demands
for

Mail Stop 3720

March 29 , 2018

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 6  to Registration Statement on Form F -1
Filed March 23 , 2018
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information y ou
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 41

1. Consistent with your risk factor disclosure at page 28, p lease revise to address that it is
unlikely you will be able to use proceeds from  your offering as capital contribution s to
your Chinese operating subsidiaries.   In this regard, please discuss the likely timeframe
needed to obtain the necessary approvals  from the appropriate regulators, including
SAFE and MO FCOM.  Please also disclose whether proceeds from  your initial public

Dr. Jin Huang
Ambow Education Holding Ltd.
March 2 9, 2018
Page 2

 offering were ever used to fund capital contributions or loans to your Chinese operating
subsidiaries.
Market Information, page 42
2. Please revise your introductory paragraph to briefly d iscuss  that the company was
delisted from the NYSE  due in part based on  its inability to file its reports under the
Securities Exchange Act of 1934 in a timely manner.   Please  address why you were
unable to timely file your Form 20 -F for the fis cal year ended December 31, 2013 .

Financial Statements

9. Loan R eceivable, page F -68
12. Short -Term Borrowing From Third Party, page F -69
3. Please tell us whether you would have been able to borrow the US$6.0 million loan from
Sino Accord Investments Limited under the current terms without simultaneously
providing the RMB 42.7 million loan to Suzhou Zhixinliren and not be in violation of the
PRC related Company Laws and Foreign Exchange Bureau regulations.   If not, please
clearly disclose this fact.
4. In light of the fact that your business operations have not historicall y been as a lender of
funds to non -affiliated parties, please provide disclosure indicating whether you plan to
make additional loans in the future.
5. Tell us why the “understanding among the parties  that when the short -term borrowing is
repaid, the loan r eceivable will similarly be collected” was not memorialized in writing as
part of the written loan terms.
6. We note that the original loan agreement dated April 5, 2017 between you and Suzhou
Zhixinliren indicated that the loan would be in the principal amou nt of RMB 42.0
million.   However, in the supplementary agreement dated March 7, 2018, it was noted
that after the signing of the April 5, 2017 loan agreement, you actually provided Suzhou
Zhixinliren RMB 42.7 million as the actual principal.   Please explai n the reason for this
difference, and tell us why the original loan agreement was not amended to reflect the
actual principal issued.  Furthermore, please clarify how far after the signing of the loan
agreement that the additional RMB 0.7 million was prov ided to Suzhou Zhixinliren.
7. Please explain in further detail how both the loan payable to Sino Accord Investments
Limited and the loan receivable to Suzhou Zhixinliren came about.  Specifically, please
respond to the following:
 Tell us how you were original ly connected with Sino Accord Investments Limited for
purposes of the $6.0 million loan.   For example, tell us whether you had previously
borrowed money from the company, or were referred to them by another party.
 Tell us how you decided to make the loan t o Suzhou Zhixinliren.   As part of your
response, please explain how and when the loan negotiations took place, relative to
the timing of your loan payable agreement with Sino Accord Investments Limited.

Dr. Jin Huang
Ambow Education Holding Ltd.
March 2 9, 2018
Page 3

 8. It is unclear from your response to comment 6 why Si no Accord Investments would
extend for one year an unsecured interest free loan denominated in US currency without
payment of consideration.   Please explain the nature of the discussions entered into for
purposes of this loan extension.   As part of your re sponse, please explain whether there
was any discussion regarding the payment of any interest or fees currently, or in the
future, with respect to this loan extension.
18 Disposal of Subsidiaries, page F -72

9. Please clarify your response to comment 7.   We n ote that section 1, Indemnity, of the
Equity Transfer Agreement – Amendment 2 appears to explicitly obligate Ambow
Education to assume responsibility for unrecognized pre -disposition tax obligation of
Ambow Online.    However, in your March 9, 2018 response  letter (on page 9) you state
that the buyer has undertaken responsibility for such pre -disposition tax obligations of
Ambow Online whether (or not) the ultimate settlement amount is higher or lower than
the RMB 123.5 million.”   In light of the fact that y ou have not received any feedback or
subsequent demands for payment from Chinese tax authorities in response to your
application of tax settlement, tell us when you submitted your tax settlement application
and clarify for us how you determined that you ha ve not retained any potentially material
contingent pre -disposition Chinese tax obligations of Ambow Online.

You may contact Joseph Kempf, Senior Staff Accountant,  at (202) 551 -3352 or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Paul Fischer, Staff Attorney,  at
202-551-3415, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810
with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Mitchell S. Nussbaum, Esq.
 Loeb & Loeb LLP

CORRESP
1
filename1.htm

[AMBOW EDUCATION
HOLDING LTD. LETTERHEAD

March 23, 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. 5 to Registration Statement on Form F-1

Filed March 9, 2018

File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of March 19, 2018 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on March 9, 2018 by the Company (File No.: 333-220207). For your convenience, the text
of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that all references
to page numbers in the responses are references to the page numbers in Amendment No. 6 to the Form F-1 (the “Amended F-1”)
filed concurrently with the submission of this letter in response to the Staff’s comments.

Risk Factors, page 10

If we fail to settle our RMB and US dollar loans properly,
it may be considered as unauthorized currency exchange arrangement and we may face penalties from local authorities, page 30

 1. Please clarify the nature of the severe penalties to which you may be subject if your correlated RMB and US dollar loans are
considered a currency exchange arrangement.

RESPONSE:
We have disclosed the severe penalties to which we may be subject on page 30 of the Amended F-1 as follows:

“The
regulatory authority may deem the transactions as, in substance, a currency exchange arrangement or an onshore guarantee of an
offshore loan, and we may be subject to severe monetary penalties under such circumstances. According to Regulations for the Implementation
of Foreign Exchange Management in People's Republic of China, the upper limits of the monetary penalties can range from 30 to 100
percent of the deemed illegal loan amounts.”

Financial Statements

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third Party, page
F-69

 2. As previously requested during our conference call on March 1, 2018, please clarify for us the nature of the advice provided
by Beijing DYHQ Law Firm. Tell us whether Beijing DYHQ Law Firm provided you with a formal legal opinion based upon a full professional
legal review of the documents, agreements and understandings between the parties regarding the $6 million note payable to Sino
Accord Investments Limited and the 42.7 million RMB note receivable from Suzhou Zhixinliren Investments. Please explain the nature
and context of Beijing DYHQ Law Firm’s opinion if the firm provided you with less formal or more general advice.

RESPONSE: The Company respectfully
advises the Staff that Beijing DYHQ Law Firm is a reputable law firm in China. The formal legal opinion issued by Beijing DYHQ
Law Firm was provided supplementally to the Staff on March 9, 2018. Beijing DYHQ Law Firm reviewed the loan agreements, bank slips
and the extension agreements and provided a written legal opinion. The written opinion is a formal and official legal opinion,
as evidenced by it being signed by an attorney on behalf of the firm and endorsed with the law firm’s stamp. In China, a
legal opinion signed by an attorney and stamped by the law firm means that the law firm and the lawyer are undertaking full responsibility
for such opinion, and they are not just giving casual, general advice.

 3. We note from Notes 9 and 12 on pages F-68 and F-69 that it is the understanding of the parties that when the $6 million short-term
borrowing is repaid, the 42.7 million RMB loan receivable will be similarly collected. Your response to comment 1, however, appears
to contradict these payment terms as it states that “only after the first installment of the RMB loan has been collected
by [Ambow], would [Ambow] make the first installment payment of the US Dollar loan.” Please clarify for us the repayment
terms for the note payable to Sino Accord Investments Limited and the note receivable from Suzhou Zhixinliren Investments.

RESPONSE: The Company respectfully
advises the Staff that it does not believe the disclosures are inconsistent. Notes 9 and 12 reflect that there shall be full repayment
of both loans on the maturity date, so that there would not be a situation where at maturity the RMB loan would only be partially
repaid, whereas the USD loan would be fully repaid.

Our prior response to comment 1
was to address the concern regarding potential risk of default in repayment of the RMB loan because there is no collateral or other
security interest in place in the event of a default. In order to lower the risk of default for both parties, the loans will be
repaid in installments over a short period of time prior to the maturity date. It is our commercial and agreed practice that the
collection of an installment of the RMB loan and the repayment of an installment of the US$ loan would occur via wire transfer
of funds effected on the same day. For example, if we receive funds in the RMB equivalent to USD$1 million from Suzhou Zhixinliren
Investments via wire transfer, we would then repay USD$1 million to Sino Accord Investments Limited via wire transfer on the same
day. It is our expectation that Suzhou Zhixinliren will have RMB funds available for repayment, and that we will have US$ 6 million
available for repayment of the loans, by April 2019. Due to the average processing time of each wire transfer, we estimate that
there will be three or four installments over a few days prior to the maturity date for payment to be timely repaid by both parties.

      2

 4. Please provide us with translated copies of the side agreements referred to in Section 7.1 of the Loan Agreement filed
as Exhibit 10.74.

RESPONSE: The Company respectfully
advises the Staff that the reference to “side agreements” in Section 7.1 of the Loan Agreement filed as Exhibit 10.74,
entitled “Statement and Warrant of Party B” was a general reference. The purpose of Section 7.1 was not to verify
or confirm the existence of any other agreements, but to provide a representation as to the accuracy of the statements made in
the loan agreement, and any other agreements, if any such agreements existed. The Company has provided to the Staff all documentation
related to the loan and the Company confirms that there were no side agreements in connection with the loan.

 5. We note from Section 7 of the loan agreement filed as Exhibit 10.72 that your $6 million loan payable to Sino Accord Investments
can be assigned to other parties. Tell us whether it is your understanding that the third parties may effect such an assignment
and/or if it is your intent to permit such an assignment, to Suzhou Zhixinliren Investments, of your $6 million Sino Accord Investments
obligation for offsetting in satisfaction of Suzhou Zhixinliren’s RMB denominated obligation to you. If so please explain.

RESPONSE: The Company respectfully
advises the Staff that Section 7 of the Loan Agreement filed as Exhibit 10.72, entitled “Successors” allows
either party, with the written consent of the other, to assign the loan. The Company does not intend now, or in the future, to
permit any assignment of our $6 million Sino Accord Investments obligation as a means to offset or satisfy the Suzhou Zhixinliren
RMB denominated obligation to the Company. Furthermore, we have not been made aware that the third parties intend to effect any
such assignment. As previously discussed with the Staff, the Company views the payment obligations as requiring the actual repayment
of the principal amounts as set forth in response to Comment 3 above.

 6. Tell us how you induced both parties to make identical interest free extensions of their respective financial instruments.
Describe any fees, compensation or other consideration provided by you to each of these two parties to obtain the identical March
7, 2018 extensions of repayment terms to April 4, 2019.

RESPONSE: The Company respectfully
advises the Staff that we did not induce either party through an offer of any fees, compensation or other consideration to reach
the extension agreements – as discussed with the Staff, and disclosed in the Amended F-1 on page F-68 and F-69 “This
short-term loan is considered correlated to our one-year interest-free RMB loan from Suzhou Zhixinliren”. As a result, both
extension agreements would need to be made at the same time and contemplate the same extended maturity date. The Company requested
that both parties enter into the extension agreements and they agreed.

      3

Financial Statements

18 Disposal of Subsidiaries, page F-72

 7. It appears from section 1. Indemnity, of Equity Transfer Agreement – Amendment 2, dated December 12, 2017, (Exhibit
10.78) that Beijing Shengkehua Technology Co. Inc. has not accepted full legal and financial obligation for all pre-acquisition
“obligations (including contingent liabilities, taxes and guarantees)” of Ambow Online and Suzhou Wenjian. Please advise
and tell us the following:

 · What considerations arose that compelled the parties to re-negotiated the agreement in this respect;

RESPONSE: The Company respectfully
advises the Staff that the Equity Transfer Agreement – Amendment 2 (Exhibit 10.78) was required by legal counsel of the buyer
and was not the result of any new considerations requiring a re-negotiation of the original terms of the equity transfer agreement.
The amendment is similar to standard clauses in US market acquisition agreements that indemnify buyer for any undisclosed liabilities
so that the deal terms can be viewed as fairly arrived at. From the point of view of the buyer, section 1 Indemnification was an
important clause that should have been included in the equity transfer agreement at the time of signing. No particular events occurred
or liabilities were discovered by buyer. At the time of the signing of the Equity Transfer Agreement the parties understood who
was responsible for overseeing the Ambow Online Stock Option Plan (as discussed in further detail in response to the Staff’s
Comment #8), however, such understanding had not been memorialized in the agreement. Buyer’s counsel thought it needed to
be addressed by amendment, and as part of the amendment sought the opportunity to include the indemnification provision.

 · Describe and quantify for us the known event and circumstances and known uncertainties related to Ambow Education Holding’s
responsibilities under this contract section;

RESPONSE: The Company respectfully
advises the Staff that, as noted above, there were no known events or uncertainties relating to the Company’s responsibilities
under this contract section.

 · Explain whether Ambow Education Holding has retained tax exposure for Ambow Online; and

RESPONSE: The Company respectfully
advises the Staff that the Company did not retain any tax exposure for Ambow Online after the equity transfer.

 · How you considered the value of these additional contingent liabilities, taxes and guarantees in your accounting for the disposition
of Ambow Online.

RESPONSE: The Company respectfully
advises the Staff that there are no additional contingent liabilities, taxes or guarantees of Ambow Online as mentioned above,
as a result no valuation was required.

      4

 8. Please clarify for us the meaning of section 2. Indemnity, of Equity Transfer Agreement – Amendment 2, dated December
12, 2017, (Exhibit 10.78). It appears as though Ambow Online was registered to “undertake Ambow Education Group’s employee
stock option plans.” Tell us when and how this matter was resolved. Tell us why this matter remained unresolved until at
least December 12, 2017, months after the August 31, 2017 sale of Ambow Online.

RESPONSE: The Company respectfully
advises the Staff that as of the date of the equity transfer on August 31, 2017, it was the understanding between the Company and
the buyer that the registration with SAFE regarding Ambow Group’s employee stock option plan would change from Ambow Online
to another Ambow subsidiary, as the buyer would have no use for the registration. After August 2017, when we started application
for the change of registration, it was brought to our attention that the change of registration with SAFE could not be completed
in a short period of time and it would be better for both parties to consider a formal amendment to the Equity Transfer Agreement
with respect to the assumption of the stock option plan. The Company advises the Staff that it is in the process of filing for
the change of registration with SAFE, but it would take one to two years for the change to be effective due to the multiple steps
required in the process and document submission requirements.

 9. It appears from sections 3.2 and 5.3 of Equity Transfer Agreement, dated August 31, 2017, (Exhibit 10.76) that control of Ambow
Online and Suzhou Wenjian does not actually transfer to Beijing Shengkehua Technology Co. Inc. until corporate registration with
the Industry and Commerce Bureau is changed. It is, however, not apparent from the documentation provided when such registration
changes were made and effective. Tell us when the pertinent corporate registrations with the Industry and Commerce Bureau were
actually changed and effective. If such changes were made and/or effective after September 30, 2017, explain for us your consideration
of whether or not it is appropriate to consolidate the financial position and results of operation of Ambow Online and Suzhou Wenjian
through September 30, 2017.

RESPONSE: The Company respectfully
advises the Staff that, notwithstanding the standard wording included in the Equity Transfer Agreement regarding registration
with the Industry and Commerce Bureau (the “ICB”):

 • On August 31, 2017, Ambow Online’s executed shareholder resolutions indicating that the buyer
was approved as the new 100% shareholder of Ambow Online; all three former board members were terminated; the original Articles
of Association was terminated and new Articles of Association would be prepared after the transfer of equity. Accordingly key management
and employees, along with business and financial operation decisions of Ambow Online, would be determined by the buyer after August
31, 2017;

      5

 • On August 31, 2017, Ambow Education
Management (Hong Kong) Limited and the buyer mutually agreed that the equity transfer date was August 31, 2017 through Amendment
1 of the master agreement;

 • By August 31, 2017, the company stamps of Ambow Online
and Suzhou Wenjian had been handed over to the buyer; and the Company had commenced the filing for amendments of the corporate
registration with the ICB. The fact that the amendments to the business registrations were not completed by August 31, 2017, had
no impact, and did not delay the closing of the transaction on August 31, 2017.

The ICB registration change
is a recognized formality in the PRC mergers and acquisition market and in fact was received shortly after the closing on September
30, 2017, as expected by the parties.

 10. We note that several aspects of the sale of Ambow Online remained subject to negotiations as of August 31, 2017: indemnity
(amendment #2) and payment terms (amendment #4). In light of these material open items, tell us your consideration of why you believe
that the original August 31, 2017 agreement reflected an enforceable transfer of control of Ambow Online and Suzhoy Wenjian to
Beijing Shenglehua Technologies at that time.

RESPONSE: The Company respectfully
advises the Staff that we believe the date of equity transfer of Ambow Online on August 31, 2017 was determined for the considerations
mentioned above in response to Comment 9. Although the details of the stock option plan SAFE registration and timing applic

Mail Stop 3720

March 19 , 2018

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 5  to Registration Statement on Form F -1
Filed March 9 , 2018
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informa tion.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our January 30, 2018  letter .

Risk Factors, page 10

If we fail to settle our RMB and US dollar loans properly, it may be considered as unauthorized
currency exchange arrangement and we may face penalties from local authorities , page 30

1. Please clarify the nature of the severe penalties to which you may be subject if your
correlated RMB and US dollar loans are considered a currency exchange arrangement.

Dr. Jin Huang
Ambow Education Holding Ltd.
March 19 , 2018
Page 2

 Financial Statements

9. Loan Receivab le, page F -68
12. Short -Term Borrowing From Third Party, page F -69

2. As previously requested during our conference call on March 1, 2018, please clarify for us
the nature of the advice provided by Beijing DYHQ Law Firm.   Tell us whether Beijing
DYHQ Law Firm provided you with a formal legal opinion based upon a full professional
legal review of the documents, agreements and understandings between the parties regarding
the $6 million note payable to Sino Accord Investments Limited and the 42.7 million RMB
note receivable from Suzhou Zhixinliren Investments.   Please explain the nature and context
of Beijing DYHQ Law Firm’s opinion if the firm provided you with less formal or more
general advice.

3. We note from Notes 9 and 12 on pages F -68 and F -69 that it is the understanding of the
parties that when the $6 million short -term borrowing is repaid, the  42.7 million RMB loan
receivable will be similarly collected.    Your response to comment 1, however, appears to
contradict these payment terms as it states that “ only after the first installment of the RMB
loan has been collected by [Ambow], would [Ambow] make the first installment payment of
the US Dollar loan .”  Please clarify for us the repayment terms for the note payable to Sino
Accord Investments Limited and the note receivable from Suzhou Zhixinliren Investments.

4. Please provide us with translated copies of the side agreements  referred to in Section 7.1 of
the Loan Agreement filed as Exhibit 10.74.

5. We note from Section 7 of the loan agreement filed as Exhibi t 10.72 that your $6 million
loan payable to Sino Accord Investments can be assigned to other parties.   Tell us whether it
is your understanding that the third parties may effect such an assignment and/or if it is your
intent to   permit such an assignment,  to Suzhou Zhixinliren Investments, of your $6 million
Sino Accord Investments obligation for offsetting in satisfaction of Suzhou Zhixinliren’s
RMB denominated obligation to you.   If so please explain.

6. Tell us how you induced both parties to make identic al interest free extensions of their
respective financial instruments.   Describe any fees, compensation or other consideration
provided by you to each of these two parties to obtain the identical March 7, 2018 extensions
of repayment terms to April 4, 2019 .

Financial Statements

18 Disposal of Subsidiaries, page F -72

7. It appears from section 1. Indemnity , of Equity Transfer Agreement – Amendment 2, dated
December 12, 2017, (Exhibit 10.78) that Beijing Shengkehua Technology Co. Inc. has not
accepted full legal and financial obligation for all pre -acquisition “obligations (including

Dr. Jin Huang
Ambow Education Holding Ltd.
March 19 , 2018
Page 3

 contingent liabilities, taxes and guarantees)” of Ambow Online and Suzhou Wenjian.   Please
advise and tell us the following:
 What considerations arose that compelled the parties t o re-negotiated the agreement in
this respect;
 Describe and quantify for us the known event and circumstances and known uncertainties
related to Ambow Education Holding’s responsibilities under this contract section;
 Explain whether Ambow Education Holding  has retained tax exposure for Ambow
Online; and
 How you considered the value of these additional contingent liabilities, taxes and
guarantees in your accounting for the disposition of Ambow Online.

8. Please clarify for us the meaning of section 2. Indemni ty, of Equity Transfer Agreement –
Amendment 2, dated December 12, 2017, (Exhibit 10.78).   It appears as though Ambow
Online was registered to “undertake Ambow Education Group’s employee stock option
plans.”   Tell us when and how this matter was resolved.   Tell us why this matter remained
unresolved until at least December 12, 2017, months after the August 31, 2017 sale of
Ambow Online.

9. It appears from sections 3.2 and 5.3 of Equity Transfer Agreement, dated August 31, 2017,
(Exhibit 10.76) that control of  Ambow Online and Suzhou Wenjian does not actually transfer
to Beijing Shengkehua Technology Co. Inc. until corporate registration with the Industry and
Commerce Bureau is changed.   It is, however, not apparent from the documentation provided
when such reg istration changes were made and effective.   Tell us when the pertinent
corporate registrations with the Industry and Commerce Bureau were actually changed and
effective.   If such changes were made and/or effective after September 30, 2017, explain for
us your consideration of whether or not it is appropriate to consolidate the financial position
and results of operation of Ambow Online and Suzhou Wenjian through September 30, 2017.

10. We note that several aspects of the sale of Ambow Online remained subject t o negotiations
as of August 31, 2017:  indemnity (amendment #2)   and payment terms (amendment #4).   In
light of these material open items, tell us your consideration of why you believe that the
original August 31, 2017 agreement reflected an enforceable tr ansfer of control of Ambow
Online and Suzhoy Wenjian to Beijing Shenglehua  Technologies at that time.

Dr. Jin Huang
Ambow Education Holding Ltd.
March 19 , 2018
Page 4

 You may contact Joseph Kempf, Senior Staff Accountant,  at (202) 551 -3352 or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Paul Fischer, Staff Attorney,  at
202-551-3415, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810
with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc:  Mitchell S. Nussbaum, Esq.
 Loeb & Loeb LLP

CORRESP
1
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

CORRESP
1
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:

On behalf of Ambow Education Holding Ltd., a
Cayman Islands company (the “Company”), in response to the comments of the staff (the “Staff”) of
the Securities and Exchange Commission contained in its letter of January 30, 2018 with respect to the Registration Statement on
Form F-1/A (the “F-1”) filed on January 22, 2018 by the Company (File No.: 333-220207) and as a result of the telephone
conference call with the Staff on March 1, 2018, the Company hereby supplementally submits revised responses to those contained
in the response letter dated March 6, 2018 filed as EDGAR correspondence at the request of the Staff. For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that
all references to page numbers in the responses are references to the page numbers in Amendment No. 5 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Financial Statements

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third Party, page F-69

 1. It remains unclear to us from your response to comment 3 why you loaned RMB 42.7 million to an independent third party, Suzhou
Zhixinliren, on an interest free basis on an expectation that you would be repaid if you repaid a loan to another
independent third party, Sino Accord, absent a contractual or ownership relationship between borrower Suzhou Zhixinliren and lender
Sino Accord. We continue to note from your earlier response dated January 5, 2018 that the third party lender and the third party
borrower were willing to enter into these parallel lending/borrowing transactions because of their bilateral business relationships.
As previously requested please clarify for us the relationships, between Suzhou Zhixinliren, your borrower, and Sino Accord, your
lender. In this regard:

 · Describe for us such agreements, understandings and contractual terms between Suzhou Zhixinliren and Sino Accord upon which
the collateral is provided and the borrowing and lending entered into,

RESPONSE: The
Company respectfully advises the Staff that the key contractual terms of the borrowing agreement between the Company and Sino Accord
and lending agreement between Ambow Shengying and Suzhou Zhixinliren, include the extension of interest free loans without collateral
that both mature on April 4, 2018. Sino Accord provided us with the interest-free loan of US$6.0 million, and in exchange we provided
a RMB 42.7 million interest-free loan to Suzhou Zhixinliren. While the Company does not know the specific terms regarding the arrangements
between Sino Accord and Suzhou Zhixinliren, it believes pursuant to a mutual understanding between the parties that the US dollar
loan is correlated to the RMB loan, which means when the US dollar loan is repaid, the RMB loan will similarly be collected. One
of our legal counsels as to PRC law, Beijing DYHQ Law Firm, has advised us that as long as both loan agreements have fixed maturity
dates (subject to extension only by mutual agreement) that the lending transactions would not be viewed as a foreign currency purchase
or exchange transaction under Chinese law, and therefore there is no violation of the PRC related Company Laws and Foreign Exchange
Bureau regulations. The loan agreements have been filed as exhibits to the Amended F-1.

 · Describe for us what recourse and collateral you have available and plan to use if Suzhou Zhixinliren were not to repay you
upon your repayment of your $6.0 million obligation to Sino Accord,

RESPONSE: The Company respectfully
advises the Staff that according to our agreements with Sino Accord and Suzhou Zhixinliren, no collateral was provided under either
agreement in the event of the inability to repay. We expect to collect the RMB loan in equal installments over time, and substantially
simultaneously repay the $6.0 million loan in equal amounts. Accordingly, only after the first installment of the RMB loan has
been collected by the Company, would we make the first installment payment of the US dollar loan. The installments of both loans
would be collected and repaid similarly until they are fully satisfied. In case of defaults on the RMB loan, we might issue legal
letter or bring a lawsuit against Suzhou Zhixinliren as recourse.

      2

 · Tell us how you plan to fund the repayment of your $6.0 million US currency obligation to Sino Accord and whether or not proceeds
from the offering will be used, and

RESPONSE: The Company respectfully
advises the Staff that none of the net proceeds from our current intended offering will be used to repay the $6.0 million borrowing.
As we disclosed in the Amended F-1, we intend to use the net proceeds from this offering for general corporate purposes, including
upgrading and expanding our schools and learning centers, teacher training programs and research and development of our educational
content, and to fund working capital of Bay State College. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren
to extend the maturity date for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019.
We believe the extended maturity date provides us with ample time to apply for a permit from the SAFE to purchase a sufficient
amount of US dollars, or in the event we are unable to obtain a permit, we would pursue other offerings resulting in US dollar
proceeds to obtain enough US dollars to meet such shortage in foreign currency. The loan extension agreements have been filed as
exhibits to the Amended F-1.

Although the extension of maturity
date of both loans occurred on March 7, 2018, the Company did not reclassify the RMB loan receivable and US$ short-term borrowing
from current assets and liabilities to non-current assets and liabilities respectively in the Amended F-1 according to ASC 855-10-25-4.

 · Tell us your consideration of whether or not these parallel transactions should be accounted for, in substance, as a purchase
of $6.0 million of US currency, then valued at RMB 39.8 million, for RMB 42.7 million of Chinese currency, with the difference
between the value of RMB 39.8 received and the RMB 42.7 million paid accounted as a period cost charged against results of operations
when the transactions were entered into.

RESPONSE: The Company respectfully advises
the Staff that we did not consider the loans taken together to be a purchase of US dollars for Chinese currency requiring any
period cost charges to operating results because: (i) we considered the US loan as a non-current obligation and the RMB loan as
a non-current asset as at the end of the reporting period, because both loans are going to be repaid when they became due in more
than a year, and (ii) there is no make whole provision or reimbursement mechanism in the event of fluctuations in the exchange
rate during the life of the loan, so that the parties are accepting the risk of any such changes instead of fixing the exchange
rate at the original date as would be the case if intended to give the parties the economic result of a purchase of foreign currency.

      3

 2. Further, please revise both your Risk Factors and Management’s Discussion and Analysis to discuss the increasingly stringent
review and approval of foreign currency denominated borrowings by SAFE, as referenced in your response. Please discuss how this
has impacted, and potentially could impact, your ability to have adequate U.S. Dollars for operational needs. Discuss the extent
to which you intend to rely upon these types of arrangements in the future. For context, discuss the extent to which you will require
U.S. Dollars, such as in connection with the operations of Bay State College. Discuss the risks attendant upon entering into these
lending and borrowing transactions with third parties.

RESPONSE: The Company respectfully
advises the Staff that:

 · We have disclosed the risks and impact on the foreign currency restrictions implemented by SAFE on our overseas capital expenditures
in page 30 of the Amended F-1 as below:

“In November 2017, we acquired
100% of the outstanding shares of common stock of Bay State College Inc. (“Bay State”) in the United States to expand
our career-oriented international education portfolio. In 2017, the review and approval process from SAFE with respect to obtaining
foreign currency denominated borrowings and making direct overseas investment became more stringent in China. The review and approval
from SAFE take longer time period, and more supporting files are required. As a result, the new restrictions on foreign exchange
for capital expenditure prevented us from raising enough US dollars in time for the acquisition of Bay State. In order to meet
such current acquisition costs and the operational needs of the Company for US dollars, we borrowed a one-year interest-free US
dollar loan of US$ 6.0 million from Sino Accord Investments Limited (“Sino Accord”), a non-affiliated third party lender.
At the same time, we provided a one-year interest-free RMB loan of RMB 42.7 million to Suzhou Zhixinliren Investment Co., Limited
(“Suzhou Zhixinliren”), another non-affiliated party finance company. It is the understanding among the parties that
the US dollar loan is correlated to the RMB loan, and when the US dollar loan is repaid, the RMB loan will similarly be collected.
In light of the capital from the US dollar loan and its operational cash flow, Bay State College Inc. is able to generate enough
liquidity to support its future operations in the near term. Therefore we do not currently intend to rely on US dollar borrowings
to continue funding Bay State College’s operations. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren
to extend the maturity date for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019.
With the extended maturity date of the loans, or if there are other significant overseas capital expenditures in the future requiring
currencies other than RMB, we may either apply for a permit from the SAFE to purchase foreign currencies or pursue other offerings
resulting in US dollar proceeds to obtain enough US dollars to meet such shortage in foreign currency.”

 · We have revised our risk factors in page 30 of the Amended F-1 to disclose the risks faced by the Company for entering into
the borrowing/lending arrangements with third parties as below:

“If we fail to settle our RMB
and US dollar loans properly, it may be considered as unauthorized currency exchange arrangement and we may face penalties from
local authorities.

In order to meet our acquisition fund
and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive a one-year interest-free US
dollar loan from Sino Accord. This short-term borrowing due to Sino Accord is correlated to our one-year interest-free RMB loan
receivable from Suzhou Zhixinliren, and when the US dollar loan is repaid, the RMB loan will similarly be collected. On March 7,
2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date for repayment of the loans for an
additional year. Accordingly, both loans are now due in April 2019. Please refer to Note 9 and Note 12 of the unaudited condensed
financial statements for details.

      4

Both loan agreements are not individually
regulated by the foreign currency exchange and cross border guarantee rules of China. However if we fail to repay the US dollar
loan to Sino Accord or collect the RMB loan from Suzhou Zhixinliren or to offset two loans when the agreements due, these transactions
may be considered as unauthorized foreign exchange arrangements by the SAFE. The regulatory authority may deem the transactions
as in substance a currency exchange arrangement or an onshore guarantee for an offshore loan and we may be subject to severe penalties
under this circumstances. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date
for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019. With the extended maturity
date of the loans, we shall either apply for a permit from the SAFE for our purchase of US dollars or pursue other future offerings
resulting in US dollar proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

 · We have disclosed the Management’s Discussion and Analysis in page 52 of the Amended F-1 as below:

“In order to meet the our acquisition
fund and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive a one-year interest-free
US dollar loan from Sino Accord. This short-term borrowing due to Sino Accord is correlated to our one-year interest-free RMB loan
receivable from Suzhou Zhixinliren, and when the US dollar loan is repaid, the RMB loan will similarly be collected. On March 7,
2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date for repayment of the loans for an
additional year. Accordingly, both loans are now due in April 2019. Please refer to Note 9 and Note 12 of the unaudited condensed
financial statements for details.

Both loan agreements are not individually
regulated by the foreign currency exchange and cross border guarantee rules of China. However if we fail to repay the US dollar
loan to Sino Accord or collect the RMB loan from Suzhou Zhixinliren or to offset two loans when the agreements due, these transactions
may be considered as unauthorized foreign exchange arrangements by the SAFE. The regulatory authority may deem the transactions
as in substance a currency exchange arrangement or an onshore guarantee for an offshore loan and we may be subject to severe penalties
under this circumstances. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date
for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019. With the extended maturity
date of the loans, we shall either apply for a permit from the SAFE for our purchase of US dollars or pursue other future offerings
resulting in US dollar proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

      5

18. Disposal of Subsidiaries, page F-72

 3. We note from your response to comment 2 that Ambow Online had no business operations for over three years at the time it was
sold. We also note your response to prior comment 5 in your response letter dated December 28, 2017 that you and the third party
buyer mutually agreed to transfer the receivables amounting to RMB 33.6 million as part of the assets of Ambow Online, as the third
party buyer believed they could collect those receivables. Please respond to the following:

 · Clarify the business purpose of this transaction and how you entered into negotiations for this transaction with the third
party buyer. As part of your response, please tell us whether other parties were also interested in acquiring Ambow Online.

RESPONSE: The Company respectfully
advises the Staff that as we have mentioned in our response to comment 2 filed on December, 19, 2017, Ambow Online could not contribute
to the Group’s business development and organizational structure due to the reduction in its business operations subsequent
to 2012 and the change in the VIE structure in June 2017. In order to enhance corporate governance and internal control, mitigate
risks and 

CORRESP
1
filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

March 6, 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:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of January 30, 2018 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on January 22, 2018 by the Company (File No.: 333-220207). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that
all references to page numbers in the responses are references to the page numbers in Amendment No. 5 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Financial Statements

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third Party, page F-69

 1. It remains unclear to us from your response to comment 3 why you loaned RMB 42.7 million to an independent third party,
Suzhou Zhixinliren, on an interest free basis on an expectation that you would be repaid if you repaid a loan to
another independent third party, Sino Accord, absent a contractual or ownership relationship between borrower Suzhou Zhixinliren
and lender Sino Accord. We continue to note from your earlier response dated January 5, 2018 that the third party lender and the
third party borrower were willing to enter into these parallel lending/borrowing transactions because of their bilateral business
relationships. As previously requested please clarify for us the relationships, between Suzhou Zhixinliren, your borrower,
and Sino Accord, your lender. In this regard:

 · Describe for us such agreements, understandings and contractual
terms between Suzhou Zhixinliren and Sino Accord upon which the collateral is provided and the borrowing and lending entered into,

RESPONSE:
The Company respectfully advises the Staff that the key contractual terms of the borrowing agreement between the Company and
Sino Accord and lending agreement between Ambow Shengying and Suzhou Zhixinliren, are both are interest free loans, extended without
collateral and with maturity dates on April 5, 2018. Sino Accord provided us with the interest-free loan of US$6M, in exchange
we provided RMB 42.7 million interest-free loan to Suzhou Zhixinliren. While the Company does not know the specific terms regarding
the arrangements between Sino Accord and Suzhou Zhixinliren, it believes pursuant to a mutual understanding between the parties
that the US dollar loan is correlated to the RMB loan, which means when the US dollar loan is repaid, the RMB loan will similarly
be collected. One of our legal counsels as to PRC law, Beijing DYHQ Law Firm, has advised us that as long as both loan agreements
can be repaid on time or may be extended prior to the maturity date, the borrowing and lending transactions would not be viewed
as a foreign currency purchase or exchange transaction under Chinese law, and therefore there is no violation of the PRC related
Company Laws and Foreign Exchange Bureau regulations.

 · Describe for us what recourse and collateral you have
available and plan to use if Suzhou Zhixinliren were not to repay you upon your repayment of your $6.0 million obligation to Sino
Accord,

RESPONSE: The Company respectfully
advises the Staff that according to our agreements with Sino Accord and Suzhou Zhixinliren, no collateral was provided under either
agreement. We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar loan and collection
of RMB loan or the extension of the maturity date of the loans depending upon our available financial resources when both loans
become due in April 2018. If agreed among all parties that we collect the RMB loan and repay the US dollar loan when they became
due, we expect to collect the RMB loan in equal installments over time, and then repay the $6.0 million loan in equal amounts.
Accordingly, only after the first installment of the RMB loan has been collected, would we make the first repayment of the US dollar
loan. The following installments of both loans would be collected and repaid similarly until they are fully satisfied within a
few months.

 · Tell us how you plan to fund the repayment of your $6.0
million US currency obligation to Sino Accord and whether or not proceeds from the offering will be used, and

RESPONSE: The Company respectfully
advises the Staff that none of the net proceeds from our offering will be used to repay the $6.0 million borrowing. As we disclosed
in the Amended F-1, we intend to use the net proceeds from this offering for general corporate purposes, including upgrading and
expanding our schools and learning centers, teacher training programs and research and development of our educational content,
and to fund working capital of Bay State College. As noted above, we are negotiating with Sino Accord and Suzhou Zhixinliren currently
regarding the repayment of US dollar loan and collection of RMB loan or the extension of the maturity date of the loans depending
upon our available financial resources when both loans mature in April 2018. If agreed among all parties that we repay $6.0 million
loan, we shall either apply for a permit from the SAFE to purchase sufficient US dollars or pursue other future offerings resulting
in US dollar proceeds to obtain enough US dollars to make the repayment to Sino Accord.

    2

 · Tell us your consideration of whether or not these parallel
transactions should be accounted for, in substance, as a purchase of $6.0 million of US currency, then valued at RMB 39.8 million,
for RMB 42.7 million of Chinese currency, with the difference between the value of RMB 39.8 received and the RMB 42.7 million
paid accounted as a period cost charged against results of operations when the transactions were entered into.

RESPONSE: The Company respectfully
advises the Staff that because both loans are interest free, we have no cost for using funds represented by the US$ loan and no
income for providing the RMB loan. Since we are negotiating with Suzhou Zhixinliren and Sino Accord respectively either to collect
and repay the loans after they became due within a year or to extend the maturity dates, we consider the US$ loan as a current
obligation and the RMB loan as a current asset as at the end of the reporting period. Accordingly no period cost should be charged
to operating results when both transactions were entered into.

 2. Further, please revise both your Risk Factors and Management’s Discussion and Analysis to discuss the increasingly
stringent review and approval of foreign currency denominated borrowings by SAFE, as referenced in your response. Please discuss
how this has impacted, and potentially could impact, your ability to have adequate U.S. Dollars for operational needs. Discuss
the extent to which you intend to rely upon these types of arrangements in the future. For context, discuss the extent to which
you will require U.S. Dollars, such as in connection with the operations of Bay State College. Discuss the risks attendant upon
entering into these lending and borrowing transactions with third parties.

RESPONSE: The Company respectfully
advises the Staff that:

 Ÿ We have disclosed the risks and impact on the foreign
currency restrictions implemented by SAFE on our overseas capital expenditures in page 30 of the Amended F-1 as below:

“In November 2017, we acquired
100% of the outstanding shares of common stock of Bay State College Inc. (“Bay State”) in the United States to expand
our career-oriented international education portfolio. In 2017, the review and approval process from SAFE with respect to obtaining
foreign currency denominated borrowings and making direct overseas investment became more stringent in China. The review and approval
from SAFE take longer time period, and more supporting files are required. As a result, the new restrictions on foreign exchange
for capital expenditure prevented us from raising enough US dollars in time for the acquisition of Bay State. In order to meet
such current acquisition costs and the operational needs of the Company for US dollars, we borrowed a one-year interest-free US
dollar loan of US$ 6.0 million from Sino Accord Investments Limited (“Sino Accord”), a non-affiliated third party lender.
At the same time, we provided a one-year interest-free RMB loan of RMB 42.7 million to Suzhou Zhixinliren Investment Co., Limited
(“Suzhou Zhixinliren”), another non-affiliated party finance company. It is the understanding among the parties that
the US dollar loan is correlated to the RMB loan, and when the US dollar loan is repaid, the RMB loan will similarly be collected.
We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar loan and collection of
RMB loan or the extension of the maturity date of the loans depending upon our available financial resources when both loans become
due in April 2018. In light of the capital from the US dollar loan and its operational cash flow, Bay State College Inc. is able
to generate enough liquidity to support its future operations in the near term. Therefore we do not currently intend to rely on
US dollar borrowings to continue funding Bay State College’s operations. However, if there are other significant overseas
capital expenditure in the future requiring currencies other than the RMB, we may either apply for a permit from the SAFE to purchase
foreign currencies or pursue other future offerings resulting in US dollar proceeds to obtain enough US dollars to meet
such shortage in foreign currency.”

    3

 Ÿ We have revised our risk factors in page 30 of the Amended
F-1 to disclose the risks faced by the Company for entering into the borrowing/lending arrangements with third parties as below:

“If we fail to settle our
RMB and US dollar loans properly, it may be considered as unauthorized currency exchange arrangement and we may face penalties
from local authorities.

In order to meet the our acquisition
fund and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive a one-year interest-free
US dollar loan from Sino Accord. This short-term borrowing due to Sino Accord is correlated to our one-year interest-free RMB loan
receivable from Suzhou Zhixinliren, and when the US dollar loan is repaid, the RMB loan will similarly be collected. Please refer
to Note 9 and Note 12 of the unaudited condensed financial statements for details.

Both loan agreements are not individually
regulated by the foreign currency exchange and cross border guarantee rules of China. However if we fail to repay the US dollar
loan to Sino Accord or collect the RMB loan from Suzhou Zhixinliren or to offset two loans when the agreements due, these transactions
may be considered as unauthorized foreign exchange arrangements by the SAFE. The regulatory authority may deem the transactions
as in substance a currency exchange arrangement or an onshore guarantee for an offshore loan and we may be subject to severe penalties
under this circumstances. We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar
loan and collection of RMB loan or the extension of maturity depending on our available financial resources when both loans become
due in April 2018. If agreed among all parties that we repay the $6.0 million loan in US dollars, we shall either apply for a permit
from the SAFE for our purchase of US dollars for overseas acquisitions or pursue other future offerings resulting in US dollar
proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

    4

 Ÿ We have disclosed the Management’s Discussion and
Analysis in page 52 of the Amended F-1 as below:

“In order to meet the our acquisition
fund and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive a one-year interest-free
US dollar loan from Sino Accord. This short-term borrowing due to Sino Accord is correlated to our one-year interest-free RMB loan
receivable from Suzhou Zhixinliren, and when the US dollar loan is repaid, the RMB loan will similarly be collected. Please refer
to Note 9 and Note 12 of the unaudited condensed financial statements for details.

Both loan agreements are not individually
regulated by the foreign currency exchange and cross border guarantee rules of China. However if we fail to repay the US dollar
loan to Sino Accord or collect the RMB loan from Suzhou Zhixinliren or to offset two loans when the agreements due, these transactions
may be considered as unauthorized foreign exchange arrangements by the SAFE. The regulatory authority may deem the transactions
as in substance a currency exchange arrangement or an onshore guarantee for an offshore loan and we may be subject to severe penalties
under this circumstances. We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar
loan and collection of RMB loan or the extension of maturity depending on our available financial resources when both loans become
due in April 2018. If agreed among all parties that we repay $6.0 million loan in US dollars, we shall either apply for a permit
from the SAFE for our purchase of US dollars for overseas acquisitions or pursue other future offerings resulting in US dollar
proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

18. Disposal of Subsidiaries, page F-72

 3. We note from your response to comment 2 that Ambow Online
had no business operations for over three years at the time it was sold. We also note your response to prior comment 5 in your
response letter dated December 28, 2017 that you and the third party buyer mutually agreed to transfer the receivables amounting
to RMB 33.6 million as part of the assets of Ambow Online, as the third party buyer believed they could collect those receivables.
Please respond to the following:

 · Clarify the business purpose of this transaction and
how you entered into negotiations for this transaction with the third party buyer. As part of your response, please tell us whether
other parties were also interested in acquiring Ambow Online.

    5

RESPONSE: The Company respectfully
advises the Staff that as we have mentioned in our response to comment 2 filed on December, 19, 2017, Ambow Online could not contribute
to the Group’s business development and organizational structure due to the reduction in its business operations subsequent
to 2012 and the change in the VIE structure in June 2017. In order to enhance corporate governance and internal control, mitigate
risks and protect shareholders’ interests, also to reduce operating expenses and simplify the ownership structure, we started
to look for potential buyers for Ambow Online. An investment holding company with experience in investing in online education businesses
in China showed strong interest in the potential acquisition, indicating that the buyer intended to use the RMB 137.5 million that
the Company will gradually payoff as working capital, to settle the income tax payable and restart the business operations of Ambow
Online; and also recover the deferred tax assets of its other subsidiaries through tax planning strategies after the acquisition
of Ambow Online. The buyer quickly came to an agreement with the Company to acquire 100% equity interest in Ambow Online based
on acceptable terms to the Company (including with regard to the treatm

Mail Stop 3720

January 30, 2018

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 4 to Registration Statement on Form F -1
Filed January 22, 2018
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informa tion.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2018  letter .

Financial Statements

9. Loan Receivable, page F -68
12. Short -Term Borrowing From Third Party, page F-69

1. It remains unclear to us from your response to comment 3 why you loaned RMB 42.7
million to an independent third party, Suzhou Zhixinliren, on an interest free basis on an
expectation that you would be repaid if you repaid a loan to another independen t third
party, Sino Accord, absent a contractual or ownership relationship between borrower
Suzhou Zhixinliren and lender Sino Accord.   We continue to note from your earlier

Dr. Jin Huang
Ambow Education Holding Ltd.
January 30, 2018
Page 2

 response dated January 5, 2018 that the third party lender and the third party bor rower
were willing to enter into these parallel lending/borrowing transactions because of their
bilateral business relationships .  As previously requested please clarify for us the
relationships, between Suzhou Zhixinliren, your borrower, and Sino Accord, your
lender.   In this regard:
 Describe for us such agreements, understandings and contractual terms between
Suzhou Zhixinliren and Sino Accord   upon which the collateral is provided and the
borrowing and lending entered into,
 Describe for us what recourse and collateral you have available and plan to use if
Suzhou Zhixinliren were not to repay you upon your repayment of your $6.0 million
obligation to Sino Accord,
 Tell us how you plan to fund the repayment of your $6.0 million US currency
obligation to Sin o Accord and whether or not proceeds from the offering will be used,
and
 Tell us your consideration of whether or not these parallel transactions should be
accounted for, in substance, as a purchase of $6.0 million of US currency, then valued
at RMB 39.8 m illion, for RMB 42.7 million of Chinese currency, with the difference
between the value of RMB 39.8 received and the RMB 42.7 million paid accounted
as a period cost charged against results of operations when the transactions were
entered into.

2. Further, p lease revise both your Risk Factors and Management’s Discussion and Analysis
to discuss the increasingly stringent review and approval of foreign currency
denominated borrowings by SAFE, as referenced in your response. Please discuss how
this has impacted,  and potentially could impact, your ability to have adequate U.S.
Dollars for operational needs.  Discuss the extent to which you intend to rely upon these
types of arrangements in the future.  For context, discuss the extent to which you will
require U.S.  Dollars, such as in connection with the operations of Bay State College.
Discuss the risks attendant upon entering into these lending and borrowing transactions
with third parties.

18. Disposal of Subsidiaries, page F -72

3. We note from your response t o comment 2 that Ambow Online had no business
operations for over three years at the time it was sold.   We also note your response to
prior comment 5 in your response letter dated December 28, 2017 that you and the third
party buyer mutually agreed   to tra nsfer the receivables amounting to RMB 33.6 million
as part of the assets of Ambow Online, as the third party buyer believed they could
collect those receivables.   Please respond to the following:
 Clarify the business purpose of this transaction and how  you entered into negotiations
for this transaction with the third party buyer.   As part of your response, please tell us
whether other parties were also interested in acquiring Ambow Online.
 Tell us the nature of the buyer’s business operations.

Dr. Jin Huang
Ambow Education Holding Ltd.
January 30, 2018
Page 3

  In light of the fact that Ambow Online had not conducted any substantial operations
since 2013, please clarify for us the third party buyer’s primary interest in Ambow
Online.   For example, it appears from your December 28, 2017 response letter that
the primary ass ets held by Ambow Online at the time of sale was a RMB 137.5
million receivable from Ambow Group, receivables of RMB 33.6 million, and RMB
23.9 million of other assets.   Please tell us the nature of the other assets, and clarify
whether the receivables wer e the primary focus of the third party buyer.   If so, clarify
why the transaction was structured as a sale of Ambow Online, rather than just the
receivables.
 Describe for us the negotiations you had with the third party buyer regarding these
receivables.   As part of your response, please tell us your understanding as to why the
third party buyer believed   it could collect 100% of these receivables given the
passage of time and long inactive status of your collection efforts;
 Tell us the exact nature and am ounts of the several types of the RMB 33.6 million
receivables sold, including the types of borrowers (retail versus commercial
borrowers), geographical location of the borrowers, origination dates, average
receivable amount and repayment terms of these re ceivables.
 In your December 28, 2017 response, you indicated that you recorded a net payable
amounting to RMB 137.5 million due to Ambow Online.   Please tell us the repayment
terms for this obligation.
 Describe for us the origins of the RMB 123.5 million i ncome tax payable of Ambow
Online and explain why it has remained outstanding given that Ambow Online’s
operations effectively ceased in 2013.   As part of your response, please describe when
the amounts are expected to be paid and whether you have any furt her exposure to the
tax liability if the ultimate settlement amount is higher than the RMB 123.5 million.
 In light of the fact that the third party buyer acquired all of the assets and liabilities of
Ambow Online, as opposed to only acquiring the receivabl es, please tell us why you
believe it is appropriate to simply record the recovery of the receivables, as opposed
to reflect the full substance of what occurred, which is a sale of all of the assets and
liabilities of Ambow Online.

Exhibit 5.1, Legal Opin ion

4. We note your response to prior comment 4 and the removal of the third assumption of
counsel’s opinion; however, counsel’s explanation of the meaning of “non -assessable” in
paragraph 3 of its opinion still does not correspond to the meaning of that term  under
U.S. law as it does not address the company’s creditors.  P lease refer to Sections II.B.1.a
and II.B.1.c. of Staff Legal Bulletin No. 19 (CF) .  As counsel cannot opine that the shares
being registered are non -assessable based upon the meaning of tha t term under U.S. law,
please have counsel revise its opinion to reflect that fact, as previously requested.  Also
as previously requested, please revise to provide disclosure in the prospectus that
explains the potential assessability of the shares being offered.

Dr. Jin Huang
Ambow Education Holding Ltd.
January 30, 2018
Page 4

 You may contact Joseph Kempf, Senior Staff Accountant,  at (202) 551 -3352 or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Paul Fischer, Staff Attorney,  at
202-551-3415, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810
with any other questions.

Sincerely,

 /s/  Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc:  Mitchell S. Nussbaum, Esq.
 Loeb & Loeb LLP

CORRESP
1
filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

January 22, 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. 3 to Registration Statement on Form F-1

Filed January 5, 2018

File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of January 12, 2018 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on January 5, 2018 by the Company (File No.: 333-220207). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that
all references to page numbers in the responses are references to the page numbers in Amendment No. 4 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

We may be classified as “organization of Mainland Area”
under the Act Governing Relations between the People of the Taiwan Area and the Mainland Area, page 22

 1. Please revise this risk factor heading to identify the risk to the company. In addition, expand the risk factor disclosure
to discuss why you have chosen to operate through a company in Taiwan to conduct business in the PRC given the risks of the application
of Taiwan laws regarding PRC investment and the risks of using a VIE structure.

RESPONSE: The Company
respectfully advises the Staff that the Company has revised the heading to identify the risk and added following paragraph in
the Amended F-1 to explain the reason of operating through a Taiwan company: "We have chosen to operate the business in PRC
through a Taiwan company because the technology and resources of intellectualized operational services are much more developed
in Taiwan. Most of the designers and engineers are from Taiwan and the Company has purchased some of the equipments and materials
from Taiwan to perform its services. We therefore believe that setting up a Taiwan company is very convenient for us to recruit
professionals, make procurement and settle payments accordingly."

Financial Statements

18. Disposal of Subsidiaries, page F-72

 2. We note from your response to comment 5 that the RMB 33.6 million of receivables in question “were identified as part
of the assets of Ambow Online transferred to the buyer” and “the third party buyer believed that [the third party buyer]
could collect those receivables … through its own methods”. It therefore appears as though the third party buyer assumed
the risks and rewards of employing its own methods and its own efforts to collect Ambow Online’s accounts receivables after
their sale/transfer to that third party. Consequently your recovery of the carrying value of those receivables came to be dependent
upon their sale to/assumption by the third party, and not in the ordinary course of your business. We also note that you had previously
charged these receivables off in your ordinary course of business. Accordingly, it appears to us that it is not appropriate to
reverse such previously charged-off receivables as a result of the subsequent sale of the net assets of Ambow Online to the buyer.

RESPONSE: The Company respectfully
advises the Staff that we reversed the bad debt expense of RMB 33.6 million receivables from the operating expenses of Ambow Online
for the following consideration and judgement:

 · RMB 33.6 million receivables was previously charged off to General and Administrative expense from 2012 to 2014 because the
Company was controlled by JPL and the management was occupied by the investigations and could not concentrate on business operation
back then. The Company would have been capable of collecting RMB 33.6 million receivables if provided with sufficient resources
and time now. According to our negotiation with the buyer, the net assets of Ambow Online attributable to the Company, which included
RMB 33.6 million receivables, have been net off with the payables to Ambow Online as at the disposition date, and the rest of payables
to Ambow Online remained recognized by the Company. Therefore we considered RMB 33.6 million receivables have been received effectively.
According to ASC 310-10-35-41, recoveries of trade receivables previously charged off shall be recorded when received. And according
to ASC 310-10-35-42, different practices upon recovery of credit loss of receivables result in the same effect to earnings in an
indirect manner. As a result the receivables were written up and operating expenses were reversed upon recovery of RMB 33.6 million
receivables before the sale of Ambow Online.

 · If the previously charge off receivables were not reversed, then a disposal gain amounting to RMB 33.6 million would have been
recognized. Because Ambow Online was mainly to hold VIE structure for the Company to conduct business in China, and had no business
operations for over three years, the Company does not expect any disposal gain that would be resulted from the disposal of Ambow
Online. As mutually agreed with the buyer, Ambow Online’s all assets and liabilities were transferred to the buyer at the
consideration of zero. In this regard, the Company did not believe it was appropriate to recognize a disposal gain on sale of Ambow
Online.

For reasons given above, the Company
assessed the accounting treatment of RMB 33.6 million receivables written up and reversed operating expense consistently under
best estimation and judgement.

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third Party, page F-69

 3. We note from your response to comment 7 that the third party lender of your $6.0 million borrowing and the third party borrower
to whom you lent RMB 42.7 million were willing to enter into these lending/borrowing transactions because of their bilateral business
relationships. We also note that the RMB 42.7 million you remitted to one third party serves as collateral for the $6.0 million
you borrow from the other. Clarify for us the relationships, between your borrower and lender. Describe for us such agreements,
understandings and contractual terms between the third parties upon which the collateral is provided and the borrowing and lending
entered into.

RESPONSE: The Company
respectfully advises the Staff that back in the nine months ended September 30, 2017, we were negotiating the acquisition of Bay
State College Inc. with the owner and needed to reserve US Dollars fund for the probable acquisition. Plus we were also lacking
of US Dollars for operational needs. But in 2017 the review and approval process from PRC State Administration of Foreign Exchange
with respect to obtain foreign currency denominated borrowings became more stringent in China. Then the Company found the lender
(“Sino Accord”) which provided us with an interest-free loan of US$ 6.0 million (“US Dollar Loan”). In
exchange we provided an interest-free loan in RMB 42.7 million (“RMB Loan”) to the borrower (“Suzhou Zhixinliren”)
designated by the lender. Both the loans are with a maturity date on April 5, 2018. It’s the understanding among the parties
that the US Dollar Loan is “secured” by the RMB Loan, and when the US Dollar Loan is repaid, the RMB Loan will similarly
be collected.

Exhibit 5.1 – Legal Opinion

 4. We note the revisions to counsel’s opinion, including counsel’s definition of “non-assessable” and
the addition of the third assumption. As counsel cannot opine that the shares being registered are non-assessable based upon the
meaning of that term under U.S. law, please have counsel revise its opinion to reflect this fact. In addition, provide disclosure
in the prospectus that explains the potential assessability of the shares being offered.

RESPONSE: The Company respectfully
advises the Staff that the counsel has revised its opinion to delete the third qualification regarding its opinion three on "non-assessable"
and filed as the revised Exhibit 5.1 in the Amended F-1. The Company believes the retained explanatory wording in the opinion is
consistent with both the meaning of that term under U.S. law and opinions provided by such counsel in similar situations. See Exhibit
5.2 to Amendment No. 3 to Form S-1 of Sentinel Energy Services Inc. (File No. 333-220584).

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

Mail Stop 3720

January 12, 2018

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 3 to Registration Statement on Form F -1
Filed January 5, 2018
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informa tion.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2017 letter .

We may be classified as “organization of Mainland Area” under the Act Governing Relations
between the People of the Taiwan Area and the Mainland Area, page 22

1. Please revise this risk factor heading to identify the risk to the company.  In addition, expand
the risk factor disclosure to discuss why you have chosen to operate through a company in
Taiwan to conduct business in the PRC given the risks of the application of Taiwan laws
regarding PRC investment and the risks of using a VIE structure.

Dr. Jin Huang
Ambow Education Holding Ltd.
January 12, 2018
Page 2

 Financial Statements

18 Disposal of Subsidiaries, page F -72

2. We note from your re sponse to comment 5 that the RMB 33.6 million of receivables in
question “were identified as part of the assets of Ambow Online transferred to the buyer” and
“the third party buyer  believed that [the third party buyer] could collect those receivables
…  through its own methods”.   It therefore appears as though the third party buyer assumed
the risks and rewards of employing its own methods  and its own efforts  to collect Ambow
Online’s accounts receivables after their sale/transfer to that third party.   Cons equently your
recovery of the carrying value of those receivables came to be dependent upon their sale
to/assumption by the third party, and not in the ordinary course of your business.   We also
note that you had previously charged these receivables off in  your ordinary course of
business.   Accordingly, it appears to us that it is not appropriate to reverse such previously
charged -off receivables as a result of the subsequent sale of the net assets of Ambow Online
to the buyer.

9. Loan Receivable, page F -68
12. Short -Term Borrowing From Third Party, page F -69

3. We note from your response to comment 7 that the third party lender of your $6.0 million
borrowing and the third party borrower to whom you lent RMB 42.7 million were willing to
enter into these lending/borrowing transactions because of their bilateral business
relationships .   We also note that the RMB 42.7 million you remitted to one third party
serves as collateral for the $6.0 million you borrow from the other.    Clarify for us the
relationships, between your borrower and lender.   Describe for us such a greements,
understandings and contractual terms between the third parties upon which the collateral is
provided and the borrowing and lending entered into.

Exhibit 5.1 – Legal Opinion

4. We note the revisions to counsel’s opinion, including counsel’s defi nition of “non -
assessable” and the addition of the third assumption.  As counsel cannot opine that the shares
being registered are non -assessable based upon the meaning of that term under U.S. law,
please have counsel revise its opinion to reflect this fac t.  In addition, provide disclosure in
the prospectus that explains the potential assessability of the shares being offered.

Dr. Jin Huang
Ambow Education Holding Ltd.
January 12, 2018
Page 3

 You may contact Joseph  M. Kempf, Senior Staff Accountant,  at (202) 551 -3352 or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Paul Fischer, Staff Attorney,  at
202-551-3415, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810
with any oth er questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

January 5, 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. 2 to Registration Statement on Form F-1

    Filed December 19, 2017

    File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of December 28, 2017 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on December 19, 2017 by the Company (File No.: 333-220207). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that
all references to page numbers in the responses are references to the page numbers in Amendment No. 3 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Regulations, page 88

The Law for Promoting Private Education and the Implementing
Rules for the Law for Promoting Private Education, page 89

 1. We have considered your response to prior comment 4. Consistent with your response, please revise and update your disclosure
in this section and in Management’s Discussion and Analysis to discuss your evaluation of the known uncertainties arising
from the amendment to the Law for Promoting Private Education.

RESPONSE: The Company respectfully advises the Staff that we have revised the disclosure in page 54 in this section
and page 90 under Management's Discussion and Analysis of the Amended F-1.

Dr. Jin Huang

Ambow Education Holding Ltd.

December 28, 2017

Page 2

Corporate
Structure, page 101

 2. We note your revised disclosure on page 1 that you now have three business divisions and that the new division of “Other”
is provided through IValley Beijing Technology Co. Ltd. (“IValley Beijing”). On page 49, you disclose that IValley
Beijing was established in September 2017 and is a 100% subsidiary of Intelligent Valley Polytron Technologies Inc. (“IValley”),
which is a VIE subsidiary of Ambow Education Management (Hong Kong) Ltd. (“Ambow Education Management”). We are unable
to locate Intelligent Valley Polytron Technologies Inc. (“IValley”) or IValley Beijing in your organizational chart
on page 101. Please revise and advise.

RESPONSE: The Company respectfully advises the Staff that we have revised the organizational chart on page 5 and
page 101 to include IValley Co., Ltd. ("IValley") and IValley Beijing Technology
Co. Ltd. ("IValley Beijing"). We have unified the English translation name of our Taiwanese company to IValley Co., Ltd.
instead of Intelligent Valley Polytron Technologies Inc.

 3. We note from the VIE agreements filed as Exhibits 10.67 through 10.71 that Intelligent Valley Polytron Technologies Inc. (“IValley”)
is a Taiwanese company. Please disclose this fact. Discuss why you are operating through a VIE in Taiwan to conduct your new business
division in the PRC through IValley Beijing. As appropriate, provide risk factor and other disclosure discussing relevant Taiwanese
government regulation and specific risks of using a VIE structure in Taiwan.

RESPONSE: The Company
respectfully advises the Staff that we have revised the disclosure in the Amended F-1. The fact that IValley is a Taiwanese company
is disclosed on pages 20 and 49. The VIE in Taiwan was set up for possible future business development in Taiwan since Ambow Education
Management (Hong Kong) Ltd. is a Hong Kong entity with ultimate shareholders from PRC, which may have restrictions when investing
in Taiwan. There is no business conducted through IValley in Taiwan as of the date hereof and it only serves as a holding company.
We have included the risks of using a VIE structure in Taiwan in the section "Risks related to regulation of our business
and our corporate structure" on page 22 of the Amended F-1.

For the new business conducted
through IValley Beijing, foreign investment is encouraged to participate in the intellectualized operational service business according
to the Foreign Investment Catalog. We believe there are no extra risks or regulations other than those we already disclosed regarding
the operation of IValley Beijing.

 4. Please revise your organizational chart to insert the footnote numbers so that it is clear to what entity or entities the footnotes
relate.

RESPONSE: The Company
respectfully advises the Staff that we have revised the organizational chart on page 101 to include the related footnotes.

Dr. Jin Huang

Ambow Education Holding Ltd.

December 28, 2017

Page 3

Financial Statements

18. Disposal of Subsidiaries, page F-72

 5. We note from page 66 that you reduced operating expenses for the nine months ended September 30, 2017 through a RMB 33.6 million
reversal of a bad debt provision due to the disposal of Ambow Online. In light of the significance of this reversal to your reported
operating income and income before income tax and non-controlling interests for the nine months ended September 30, 2017,
please tell us the following:

 · Give us the journal entries with which you booked the Ambow Online transaction
and explain for us how you accounted for the sale of Ambow Online; Please refer to all pertinent authoritative accounting literature
in your response.

RESPONSE: During the
years from 2012 to 2014, in light of the investigations and control by JPL, management was unable to concentrate on business operations.
As a result, Ambow Online had difficulty collecting accounts receivables and other receivables amounting to RMB 33,605 and for
financial reporting purposes, recognized them as bad debt expenses. During the disposal of Ambow Online, the third party buyer
believed that they could collect those receivables, including the unrecognized receivables, through its own methods and benefit
from the recollection. As mutually agreed, the receivables amounting to RMB 33,605 were identified as part of the assets of Ambow
Online transferred to the buyer. The journal entry of reversal of bad debt provision in Ambow Online is as below:

    DR: Accounts Receivable – different customers
    RMB 22,803

    DR: Other Receivable – different parties
    RMB 10,802

    CR: General and Administrative Expenses – Bad Debt
    RMB 33,605

Operating results of Ambow
Online, including the reversal of bad debt provision, for the eight months ended August 31, 2017 were included in the statement
of operation of the Company for the nine months ended September 30, 2017.

After the reversal of bad debt
provision, the assets, liabilities and net assets of Ambow Online were as below:

    Amount

    Cash
      382

    Amount due from Ambow Group
      573,327

    Other assets
      57,537

    Total assets
      631,246

    Deferred revenue
      7,292

    Accounts payable
      9,176

    Accrued and other liabilities
      55,482

    Income taxes payable
      123,501

    Total liabilities
      195,451

    Total Equity
      435,795

Dr. Jin Huang

Ambow Education Holding Ltd.

December 28, 2017

Page 4

As of August 31, 2017, Ambow
Online had a receivable balance of RMB 573,327 due from the Company, and also net assets attributable to the Company of RMB 435,795.
As part of the disposal agreement, the Company offset the payables to Ambow Online with Ambow Online’s net assets attributable
to the Company as of August 31, 2017. After offsetting, the payable balance due to Ambow Online by the Company was RMB 137,532.
It was according to ASC 323-10-35-7 intra-entity gains and losses and 810-10-40-3A through 40-5 deconsolidation of a subsidiary
or a de-recognition of a group of assets.

The journal entry of offset
by the Company is as below:

    DR: Net Assets of Ambow Online attributable to the Company
    RMB 435,795

    CR: Amount due to Ambow Online
    RMB 435,795

The Company also derecognized
the recovered receivables, all other assets and all liabilities of Ambow Online as of the disposal date on August 31, 2017 as below:

    DR: Deferred revenue
    RMB 7,292

    DR: Accounts payable
    RMB 9,176

    DR: Accrued and other liabilities
    RMB 55,482

    DR: Income tax payable
    RMB 123,501

    CR: Cash
    RMB -382

    CR: Other assets
    RMB -57,537

    CR: Amounts due from Ambow Group
    RMB -137,532

 · Quantify
and describe for us the assets and liabilities assumed by the third party purchaser; and

RESPONSE: The Company respectfully advises the Staff that the assets and liabilities assumed by the third party
purchaser were the same as those derecognized by the Company as in abovementioned response.

 · Explain why you “did not recognize any gain or loss from the disposal”
in light of an apparent full recovery (in-substance) of amounts owed to you by Ambow Online.

RESPONSE: The Company
respectfully advises the Staff that at the disposal date of August 31, 2017, Ambow Online’s all assets and liabilities were
transferred to the buyer at the consideration of zero. Ambow Online’s net assets attributable to the Company was offset
with the payables to Ambow Online. As a result, no disposal gain or loss was recognized, and no income tax expense was incurred
for this transaction. A net payable amounting to RMB 137,532 due to Ambow Online was recorded in Ambow Group’s consolidated
balance sheet, and all other amounts were derecognized from Ambow Group’s consolidated balance sheet as of the disposal
date. The accounting of disposal of Ambow Online was in accordance with ASC 810-10-40-3A through 40-5 deconsolidation of a subsidiary
or a de-recognition of a group of assets.

Dr. Jin Huang

Ambow Education Holding Ltd.

December 28, 2017

Page 5

20. Subsequent Events, page F-73

 6. We note that you plan to acquire Bay State College, Inc., owner of a for-profit college in Massachusetts. Explain for us the
closing and post-closing purchase price consideration to be exchanged in this transaction and how you plan to determine their value.
Disclose how you plan to account for this acquisition, and explain for us your consideration of and application of the guidance
provided by Rule 3-05 of Regulation S-X.

RESPONSE: The Company
respectfully advises the Staff:

The aggregate purchase price
for the shares of Bay State College, Inc. (the “purchase price”) shall be the sum of (x) the Estimated Closing Component
of Purchase Price and (y) the Post Closing Component of Purchase Price, calculated as described in (y)(1) and (y) (2) as below.

(x) According to the acquisition
fund payment, the Estimated Closing Component of the Purchase Price paid by the Company was US$2,482 when the stock purchase agreement
being signed.

(y) The Post Closing Component
of Purchase Price shall be equal to the sum of 1) and 2):

1) the sum of (x) the EBITDA of
Bay State College Inc. for its fiscal year ending December 31, 2018 and (y) the EBITDA of Bay State College Inc. for its fiscal
year ending December 31, 2019 is less negative than (-One Million Three Hundred and Fifty Thousand Dollars) (-$1,350,000);

2) one of the amounts described
in 2.1, 2.2 and 2.3:

2.1 two times the amount by which
the EBITDA of Bay State College Inc. for its fiscal year ending December 31, 2020 exceeds One Million Dollars ($1,000,000);

2.2 two times the amount by which
the EBITDA of Bay State College Inc. for its fiscal year ending December 31, 2021 exceeds One Million Dollars ($1,000,000); or

2.3 the amount by which EBITDA
of Bay State College Inc. for the fiscal year ending December 31, 2020 exceeds $1,000,000 plus the amount by which EBITDA of Bay
State College Inc. for its fiscal year ending December 31, 2021 exceeds One Million Dollars ($1,000,000).

Dr. Jin Huang

Ambow Education Holding Ltd.

December 28, 2017

Page 6

The Company would engage an independent
evaluator to evaluate the fair value of the post-closing component of purchase price (contingent consideration) and the fair value
of the identifiable assets acquired and the liabilities assumed in Bay State College Inc. at the acquisition date. The Company
would use the acquisition method to account for the acquisition of Bay State College Inc. Consideration transferred in the acquisition
is measured at the fair value as at the date of acquisition. As of the acquisition date, the Company shall recognize, separately
from goodwill, the identifiable assets acquired and the liabilities assumed in Bay State College Inc. at their acquisition-date
fair values. Goodwill will be recognized and measured as the excess of the total consideration transferred at the acquisition date
over the fair values of the identifiable net assets acquired. The Company shall also recognize the fair value of contingent consideration
as part of the consideration transferred in exchange for the Bay State College Inc. and a liability the Company carried at the
acquisition date. Changes in fair value of contingent consideration would be reflected in earnings. The planned accounting of this
acquisition is disclosed in the Amended F-1.

The Company respectfully advises
the Staff that according to Regulation S-X 3-05 (b)(2)(i) and S-X 1-02(w), if none of the significant subsidiary test results exceeds
20 percent, financial statements of the business acquired or to be acquired are not required. And according to Regulation S-X 11-01
(a)(1), (b)(1) and S-X 1-02(w), pro forma financial information shall be furnished when a significant business combination has
occurred. The Company evaluated the conditions of Bay State College Inc. according to S-X 1-02(w), and concluded that none of the
conditions exceeds 20 percent or 10 percent. Financial statements and pro forma financial information of Bay State College Inc.
are not required accordingly.

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third Party, page F-69

 7. We note from page F-69 that on April 4, 2017, you borrowed $6.0 million in US Dollars (approximately RMB 39.8 million) in order
to provide you “with sufficient US dollar denominated currency to meet (your) working capital requirements”. We also
note that you loaned a similar amount, approximately RMB 42.7 million, to “an unrelated non-affiliate third party to the
Company”, on the same date, April 4, 2017, apparently on the same terms: on an interest free basis and due on April 4, 2018.
In this regard:

 · Describe
for us any relationships between your borrower and lender in these two transactions;

RESPONSE: The Company
respectfully advises the Staff that the borrower and lender have business relationships, which make them agree to lend US Dollar
loan to us and accept RMB loan from us with similar amount and terms at the same time.

Dr. Jin Huang

Ambow Education Holding Ltd.

December 28, 2017

Page 7

 · Explain for us the business purpose for your RMB 42.677 million loan to
Suzhou Zhixinliren and why it was made on similar terms as the amount borrowed from Sino Accord Investment Limited; and

RESPONSE: The Company respectfully advises the Staff that in order to meet the Company’s acquisition fund
and working capital needs in US Dollars, the Company entered into agreements with Suzhou Zhixinliren and Sino Accord Investment
Limited respectively. Through an understanding among the Company, Suzhou Zhixinliren and Sino Accord, the short-term borrowing
due to Sino Accord in the amount of US$ 6,000 is “secured” by the loan receivable in the amount of RMB 42,677. It is
the understanding among the parties that when the short-term borrowing is repaid, the loan receivable will similarly be collected.
It is reflected and disclosed in the Amended F-1.

 · Tell
us your consideration of whether or not these financial instruments should be accounted for as derivatives and/or whet

Mail Stop 3720

December 2 8, 2017

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan  District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 2 to Registration Statement on Form F -1
Filed December 1 9, 2017
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
request ed information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the informatio n you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our November 17,  2017  letter .

Regulations, page 88

The Law for Promoting Private Education and the Implementing Rules  for the Law for
Prom oting Private Education, page 89

1. We have considered your response to prior comment 4.  Consistent with your response,
please revise and update your disclosure in this section and in Management’s Discussion
and Analysis to discuss your evaluation of the known uncertaint ies arising from the
amendment to the Law for Promoting Private Education.

Dr. Jin Huang
Ambow Education Holding Ltd.
December 2 8, 2017
Page 2

 Corporate Structure , page 101

2. We note your revised disclosure on page 1 that you now have three business divisions
and that the new division of  “Other”  is provided through IValley Beijing Technology Co.
Ltd. (“IValley Beijing”).   On page 49, you disclose that IValley Beijing was e stablished
in September 2017 and  is a 100% subsidiary of Intelligent Valley Polytron  Technologies
Inc. ("IValley"),  which  is a VIE subsidiary of Ambow Education Management (Hong
Kong) Ltd. ("Ambow Education Management") .  We are unable to locate Intelligent
Valley Polytron  Technologies Inc. ("IValley") or IValley Beijing in your organizational
chart on page 101.   Please revise and advise.

3. We note from the VIE agreements filed as Exhibits 10.67 through 10.71 that Intelligent
Valley Polytron  Technol ogies Inc. ("IValley") is a Taiwanese comp any.  Please disclose
this fact.  D iscuss why you are operating through a VIE in Taiwan  to conduct your new
business division in the PRC through IValley Beijing .  As appropriate, p rovide ris k factor
and other disclosure discussing relevant Taiwanese government regulation and specific
risks of using a VIE structure in Taiwan.

4. Please revise your organizational chart to insert the footnote numbers so that it is clear to
what entit y or entities the footnotes relate.

Financial Statements

18.  Disposal of Subsidiaries, page F -72

5. We n ote from page 66 that you reduced operating expenses for the nine months ended
September 30, 2017 through a RMB 33.6 million reversal of a bad debt provision due to
the disposal of Ambow Online.   In light of the significance of this reversal to your
report ed operating income  and income before income tax and non -controlling interests
for the nine months ended September 30, 2017, please tell us the following:
 Give us the journal entries with which you booked the Ambow Online transaction and
explain for us how  you accounted for the sale of Ambow Online ;
 Quantify and describe for us the assets and liabilities assumed by the third party
purchaser ; and
 Explain why you “did not recognize any gain or loss from the disposal” in light of an
apparent full recovery (in -substance) of amounts owed to you by Ambow Online.

Please refer to all pertinent authoritative accounting literature in your response.

20. Subsequent Events, page F -73

6. We note that you plan to acquire Bay State College, Inc., owner of a for -profit college in
Massachusetts.   Explain for us the closing and post -closing purchase price consideration
to be exchanged in this transaction and how you plan to determine their value.   Disclose

Dr. Jin Huang
Ambow Education Holding Ltd.
December 2 8, 2017
Page 3

 how you plan to account for this acquisition, and explain for us yo ur consideration of and
application of the guidance provided by Rule 3 -05 of Regulation S -X.

9. Loan Receivable, page F -68
12. Short -Term Borrowing From Third Party, page F -69

7. We note from page F -69 that on April 4, 2017 , you borrowed $6.0 million in US Dollars
(approximately RMB 39.8 million) in order to provide you “with sufficient US dollar
denominated currency to meet (your) working capital requirements”.   We also note that
you loaned a similar amount, approximately RMB 42.7 million, to “an unrelated non-
affiliate third party to the Company”, on the same date, April 4, 2017, apparently on the
same terms: on an interest free basis and due on April 4, 2018.   In this regard:
 Describe for us any relationships between your borrower and lender in these two
transactions ;
 Explain for us the business purpose for your RMB 42.677 million loan to Suzhou
Zhixinliren and why it was made on similar terms as the amount borrowed from Sino
Accord Investment Limited ; and
 Tell us your consideration of whether or not these financial instruments should be
accounted for as derivatives and/or whether one instrument hedges the other and, if
so, whether it should be accounted for as a hedge.

Please refer to all pertinent authoritative accounting literature in your response.

Exhibit 5.1 – Legal Opinion

8. We note your response to prior comment 9 that counsel iterated the meaning of “non -
assessable” in its opinion as “no further obligation on the holder of the Shares to make
any further payment to the Company in respect of the Shares.”  This meaning appears to
address whether the shares have been fully paid rather than whether the shares are non -
assessable.  Please have counsel revise its opinion to clarify that a  security holder is not
liable, solely because of security holder status, for additional assessments or calls on the
security by the company  or its creditors.   For guidance, please refer to Sections II.B.1.a
and II.B.1.c. of Staff Legal Bulletin No. 19 (CF)

Exhibit 10.67 – Call Option Agreement

9. Please explain why Party A is not identified in the call option agreement other than as a
limited liability company established under the laws of Taiwan under Section 5.2(1) of
the agreement.

Exhibit 10.71 – Loan Agreement

10. Please explain why the Lender, Ambow Education Management (Hong Kong) Ltd.,
represents in Section 4.2(1)  of the agreement that it is established under the laws of
Taiwan.

Dr. Jin Huang
Ambow Education Holding Ltd.
December 2 8, 2017
Page 4

You may contact Joseph Kempf, Staff Accountant,  at (202) 551 -3352 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul Fischer , Staff Attorney,  at 202-551-
3415 , Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

December 19, 2017

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. 1 to Registration Statement on Form F-1

Filed November 9, 2017

File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of November 17, 2017 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on November 9, 2017 by the Company (File No.: 333-220207). For your convenience, the
text of the Staff’s comments is set forth below followed in each case by the Company’s responses. Please note that
all references to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Prospectus Cover Page

 1. Please disclose that you have two classes of ordinary shares outstanding, Class A ordinary shares and Class C ordinary shares.
Briefly describe the different rights between the two classes, including voting rights and conversion rights. Disclose that the
company’s Chief Executive Officer, Dr. Jin Huang, owns all the Class C ordinary shares. Disclose the percentage of Dr. Huang’s
voting control after the offering.

RESPONSE: The requested information
is disclosed beginning on page 138 of the Amended F-1 under the title “Description of Shares and Governing Documents.”
As requested, we have also included such description on the prospectus cover page.

Recent Developments, page 4

 2. We note your disclosure regarding the disposal of Ambow Online and the deconsolidation of the VIE Suzhou Wenjian Venture Investment
Management Consulting Co. We also note your current evaluation of the gain/loss resulting from the disposal of Ambow Online. Please
provide more information regarding the impetus for this reorganization and any material financial impact this may have upon the
company.

RESPONSE: The Company respectfully advises the Staff that Ambow Online has been one of the subsidiaries
to hold the VIE structure for the Company to conduct business in China. Ambow Online also used to sell online education software
to third party distributors, and provided technical support and marketing consulting services within the Group from 2000 to 2012.
In late 2012, the Company decided to suspend the online education business gradually. Therefore business operations effectively
ceased in Ambow Online by the end of 2013. In June 2017 certain VIEs including Shanghai Ambow, Ambow Sihua and Ambow Shida terminated
their contractual agreements with Ambow Online and entered into new VIE agreements with other wholly owned subsidiaries of the
Company. Ambow Online could not contribute to the Group’s business development and organizational structure anymore after
this VIE restructuring. In order to reduce operating expenses and to simplify the ownership structure, on August 31, 2017, the
Company sold the 100% equity interest in Ambow Online to a third party, with nil consideration, and the third party assumed all
assets and liabilities of Ambow Online as of August 31, 2017. In connection with the disposal, the Company offset the payables
to Ambow Online with Ambow Online’s net assets attributable to the Company as of August 31, 2017. After offsetting, the payable
balance due to Ambow Online by the Company was RMB 137,532 and included in assets transferred to the third party. The deal was
not a strategic shift of the business and this transaction would not have major impact on Ambow’s business, therefore this
transaction was not qualify as discontinued operation. The Company did not recognize any gain or loss from the disposal as the
transferred assets equaled the transferred liabilities to the third party. The financial impact of the disposal of Ambow Online
is reflected and disclosed in the Amended F-1.

Risk Factors, page 10

 3. We note your response to prior comment 2. Please discuss the risks associated with maintaining listed company status, especially
in light of your previous delisting.

RESPONSE: We have revised the risk
factor to discuss risks associated with maintaining listed company status.

Regulations, page 88

The Law for Promoting Private Education and the Implementing
Rules for the Law for Promoting Private Education, page 90

 4. We note your response to prior comment 10 and your disclosure that your primary and middle schools will be transitioned to
be operated as non-profit schools. We also note your dependence on revenue generated from your three K-12 schools. Please discuss
in Management’s Discussion and Analysis how the operation of your primary and middle schools as non-profit schools may impact
your results of operations and liquidity and capital resources.

RESPONSE: The Company respectively
advises the staff that the detailed implementation methods for transition of primary and middle schools to non-profit schools still
have not been issued by local authorities as of the date of this response. The Company is communicating with local authorities
regarding the impact on the operation and registration of the schools. Since the Company can still maintain control over the daily
operation of the schools and has the right to appoint key management such as the Principal, the Company does not believe there
will be any significant impact on the operation of these schools before any official reply is issued by local authorities. Although
turning into non-profit schools will prohibit the distribution of retained earnings as dividends from these schools, management
can still control and allocate the financial resources of the schools in its daily operation. Therefore the Company believes there
will be no significant financial impact to the Company at this point.

Principal Shareholders, page 135

 5. Please provide footnote disclosure regarding the natural persons who have investment and/or voting control over the Class C
ordinary shares beneficially owned by Spin Rich Ltd.

RESPONSE: The Company has included
a new footnote 9 to the Principal Shareholder Table, which discloses that Dr. Jin Huang has sole voting control and investment
power over the Class C Ordinary Shares owned by Spin Rich Ltd.

Financial Statements

Consolidated Balance Sheets, page F-3 and

Consolidated Statements of Changes in Equity (Deficit), page F-7

 6. We note your response to prior comment 18, and it appears that your proposed revisions were not implemented in the audited
financial statements of the amended Form F-1, as you indicated. Please revise your audited Consolidated Balance Sheets and audited
Consolidated Statements of Changes in Equity (Deficit) to separately disclose your several classes of ordinary shares.

RESPONSE: The Company respectfully
advises the Staff that the Ordinary Shares section in the Company’s Balance Sheets and Statements of Changes in Equity (Deficit)
has been revised in this Amended F-1.

21. Segment Information, page F-46

 7. We note your response to prior comment 21, and it appears that your proposed revisions were not implemented in the audited
annual financial statements in the amended Form F-1, as you indicated. Please revise your financial statements to disclose
total assets for each reportable segment as required by ASC 280-10-50-22. Include the reconciliations required by ASC 280-10-50-30,
and as applicable, include such annual disclosures required by ASC 280-10-50-22a through -50-22j.

RESPONSE: The Company
respectfully advises the Staff that the Segment Information, which includes a reconciliation of gross profit to loss before income
taxes and total assets for each segment, has been revised in this Amended F-1.

Financial statements for the period ended June 30, 2017

16. Subsequent events, page F-72

 8. We note that in August 2017 you disposed of the 100% interest in Ambow Online. If material, please revise to include pro forma
financial information showing the disposition of Ambow Online.

RESPONSE: The Company respectfully advises the Staff that according to Regulation S-X 11-01 (a)(4),
(b)(2) and S-X 1-02(w), pro forma financial information shall be furnished when the disposition of a significant subsidiary incurred.
The Company evaluated the significance of Ambow Online according to S-X 1-02(w), and concluded that Ambow Online was not a significant
subsidiary of the Company. The financial impact of the disposal of Ambow Online is reflected and disclosed in the Amended F-1.

Exhibit 5.1

 9. Please have counsel clarify whether the ordinary shares to be issued as part of this offering are non-assessable. For guidance,
please refer to Section II.B.1 of Staff Legal Bulletin No. 19 (CF), available on our website at https://www.sec.gov/interps/legal.shtml.

RESPONSE: The Company respectively
advises the Staff that the term “non-assessable” is not a defined term under Cayman law and therefore Cayman counsel
has iterated its meaning in the legal opinion: “no further obligation on the holder of the Shares to make any further payment
to the Company in respect of the Shares”.

 10. We note the reference to counsel having examined a “copy of executed written resolutions of the Board of Directors of
the Company dated 28 August 2017” and counsel’s assumptions regarding these resolutions. Please clarify if these resolutions
included the corporate actions that authorized the issuance of the Ordinary Shares. If so, counsel may not assume that the necessary
corporate actions to authorize the issuance of the Ordinary Shares have been taken. For guidance, please refer to Section II.B.3.a
of Staff Legal Bulletin 19 (CF).

RESPONSE: The Company respectively
advises the Staff that we have revised the assumptions regarding the resolutions of the Board of Directors of the Company dated
28 August 2017 in the Director’s Certificate and the counsel has revised the legal opinion accordingly.

 11. In counsel’s list of documents examined, counsel refers to an attached director’s certificate. Please file this
director’s certificate as part of counsel’s opinion.

RESPONSE: The Company respectively
advises the Staff that counsel has attached the director's certificate as part of counsel's opinion in the Amended F-1.

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

Mail Stop 3720
November 17, 2017

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan  District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Amendment No. 1 to Registration Statement on Form F -1
Filed November 9, 2017
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested inform ation .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our September 22, 2017  letter .

Prospectus Cover Page

1. Please disclose that you have two classes of ordinary shares  outstanding , Class A
ordinary shares and Class C ordinary shares.  Briefly describe the different rights between
the two classes, including voting right s and conversion rights.  Disclose that the
company’s Chief Executive Officer, Dr. Jin Huang,  owns all the Class C ordinary sha res.
Disclose the percentage of Dr. Huang’s voting control  after the offering.

Recent Developments, page 4

2. We note your disclosure regarding the disposal of Ambow Online and the
deconsolidation of the  VIE Suzhou Wenjian Venture Investment Management Consulting

Dr. Jin Huang
Ambow Education Holding Ltd.
November 17, 2017
Page 2

 Co.  We also note your current evaluation of the gain/loss resulting from the disposal of
Ambow Online.  Please provide more information regarding the impetus for this
reorganization and any material financial impact this may have upon the company.

Risk Fac tors, page 10

3. We note your response to prior comment 2.  Please discuss the risks associated with
maintaining listed company status, especially in light of your previous delisting.

Regulations, page 88

The Law for Promoting Private Education and the Implementing Rules  for the Law for
Prom oting Private Education, page 90

4. We note your response to prior comment 10 and your disclosure that your primary and
middle  schools will be transitioned to be operated as non -profit schools.  We also note
your dependence on revenue generated from your three K -12 schools.  Please discuss in
Managemen t’s Discussi on and Analysis how  the operation of  your primary and middl e
schools as non -profit schools may impact your results of operations and liquidity and
capital resources.

Principal Shareholders, page 135

5. Please provide footnote disclosure regarding the natural persons who have investment
and/or voting control over the Class C ordinary shares beneficially owned by Spin Rich
Ltd.

Financial Statements

Consolidated Balance Sheets, page F -3 and
Consolidated Statements of Changes in Equity (Deficit), page F -7

6. We note your response to prior comment 18,  and it appears that your proposed revisions
were not implemented in the audited financial statements of the amended Form F -1, as
you indicated.   Please revise your audited Consolidated Balance Sheets and audited
Consolidated Statements of Changes in Equit y (Deficit) to separately disclose your
several classes of ordinary shares.

21. Segment Information, page F -46

7. We note your response to prior comment 21, and it appears that your proposed revisions
were not implemented in the audited annua l financial statements in the amended Form F -
1, as you indicated.    Please revise your financial statements to disclose total assets for
each reportable segment as required by ASC 280 -10-50-22.   Include the reconciliations

Dr. Jin Huang
Ambow Education Holding Ltd.
November 17, 2017
Page 3

 required by ASC 280 -10-50-30, and  as applicable, include such annual  disclosures
required by ASC 280 -10-50-22a through -50-22j.

Financial statements for the period ended June 30, 2017

16. Subsequent events, page F -72

8. We note that in August 2017 you disposed of the 100% interest in Ambow Online.  If
material, please revise to include pro forma financial information showing the disposition
of Ambow Online.

Exhibit 5.1

9. Please have counsel clarify whether  the ordinary shares to be issued as part of this
offering are non -assessable.   For guidance, please refer  to Section II.B.1 of Staff Legal
Bulletin No. 19  (CF) , available on our website at https://www.sec.gov/interps/legal.shtml .

10. We note the reference  to counsel having examined a “ copy of executed written
resolutions of the Board of Directors of the Company dated 28 August 2017 ” and
counsel’s assumptions regarding these resolutions.  Please clarify if these resolutions
include d the corporate actions that authorize d the issuance of the Ordinary Shares .  If so,
counsel may not assume that the necessary corporate actions to authorize the issuance of
the Ordinary Shares have been taken.   For guidance, please  refer to Section II. B.3.a of
Staff Legal Bulletin 19 (CF).

11. In counsel’s list  of documents examined, counsel refers to an attached director’s
certificate. Please file this director’s certificate as part of counsel’s opinion.

You may contact Joseph Kempf, Staff  Accountant,  at (202) 551 -3352 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact William Mastrianna, Attorney -Adviser,
at (202) 551 -3778, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810
with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

November 9, 2017

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

Filed August 28, 2017

File No. 333-220207

Dear Mr. Spirgel:

On behalf of Ambow Education
Holding Ltd., a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission contained in its letter of September 22, 2017 with respect
to Registration Statement on Form F-1 (the “F-1”) filed on August 28, 2017 by the Company (File No.: 333-220207). For
your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Form
F-1 (the “Amended F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

General

 1. Please include the name(s) of the lead underwriter(s) in your next amendment.

RESPONSE: The Amended F-1 names The Benchmark Company, LLC as the
lead underwriter.

 2. We note your intention to list your Class A common stock on the NYSE-MKT. Please discuss in a risk
factor or other appropriate section of the prospectus the NYSE-MKT listing standards and how likely it is that you will meet them.
To provide context, disclose why you were delisted from the NYSE in October 2014.

RESPONSE: Ambow notes that while the disclosure
currently refers to an ‘intention’ to list its ADRs on the NYSE American (f/k/a the NYSE MKT), prior to the distribution
of a preliminary prospectus regarding the offering contemplated by the Amended F-1, it will make such application and accordingly
the disclosure will be modified to such application having been made. Ambow hereby also informs the Staff that it has been in ongoing
discussions with the NYSE American regarding its application for listing and has addressed the concerns expressed by the NYSE American
with respect to its prior delisting hearing and the circumstances related thereto (including prior ownership and disputes with
those particular hedge funds, its inability to file periodic reports during the time the Joint Provisional Liquidators had assumed
the legal responsibilities of its Board of Directors and its more recently improved governance procedures, among other matters).
In addition, it is expected that the underwriting agreement to be entered into in connection with the offering will include a closing
condition that the ADRs have been so approved for listing on the NYSE American, with the result that (similar to Ambow’s
IPO and all other ‘traditional’ IPOs) that investors in the offering will bear no risk relating to the initial listing
approval, but rather future delisting risk due to its current trading price or similar requirements, as would be the case in any
public offering of securities listed on a national securities exchange.

Prospectus Summary, page 1

 3. Please revise your disclosure in the beginning of the prospectus summary to clarify that the registrant,
a Cayman Islands holding company, does not directly own substantially all of your business operations in the PRC, and the business
you are describing is the business of your variable interest entities.

RESPONSE: We have revised the disclosure in
the prospectus summary of the Amended F-1 to state that we are a Cayman Islands holding company that operates our business through
variable interest entities, which we do not directly own.

 4. We note your references to being a leader in educational and career enhancement services in China.
Please disclose the basis by which you measure your leadership position in light of your disclosure on page 11 that the private
education sector in China is rapidly evolving, highly fragmented and competitive.

RESPONSE: The Company respectfully advises the Staff that we have
revised the disclosure in the Amended F-1 to replace “being a leader” with “maintain our position as an established
and well-respected company” in K-12 education and career enhancement services in China. We believe this description now accurately
characterizes our position within the industry after 17 years of business. In 2016 and 2017, the Company has received the following
recognitions:

 ▪ 2016 and 2017 China Excellent Brand Top 500 (Ambow Group, Asian Brand Forum)

 ▪ 2016 and 2017 China Education Industry Brand Leader (Dr. Jin Huang, Asian Brand Forum)

 ▪ 2016 Leading Vocational Education Institution of Beijing (Ambow Group, Beijing Morning Post)

 ▪ 2016 Leading Education Group of Beijing (Ambow Group, Beijing Morning Post)

 ▪ 2016 China Most Well-known Vocational Training Institution (Ambow Group, Sina Education Ceremony)

 ▪ 2016 Most Influential Education Group of the Year (Ambow Group, Xinhua Education Forum)

Risk Factors

The tuition, accommodation and other fees
charged by our degree programs and our K-12 schools and student enrollment at these schools are subject to regulation by the Chinese
government, and our revenue is highly dependent on the level of these fees and our student enrollment., page 25

 5. Please consider supplementing this risk factor with a discussion of your revenue dependence upon your three K-12 schools.

RESPONSE: The Company respectfully advises
the Staff that revenue from our three K-12 schools was 40.8%, 47.2%, 50.4% and 55.6% for the year ended December 31, 2014, 2015,
2016 and for the first six months ended June 30, 2017 respectively. This indicates that commencing in 2016, more than half of our
consolidated revenue was generated from our three K-12 schools. The table of revenue by segment was disclosed in Page 69 of F-1
Form as below:

    (in thousands)
    Fiscal Year Ended December 31,
    Six Months Ended June 30,

    2014
    2015
    2016
    2016
    2017

    Consolidated Statement of Operations
    RMB
    RMB
    RMB
    US$
    RMB
    RMB
    US$

    Data:

    Net revenues:

    Tutoring
      68,203
      54,888
      47,985
      6,911
      24,064
      31,715
      4,678

    K-12 schools
      168,244
      186,747
      222,592
      32,060
      104,588
      114,170
      16,841

    Better Schools net revenues
      236,447
      241,635
      270,577
      38,971
      128,652
      145,885
      21,519

    Career enhancement
      175,551
      154,080
      141,439
      20,372
      61,796
      59,494
      8,776

    Better Jobs net revenues
      175,551
      154,080
      141,439
      20,372
      61,796
      59,494
      8,776

    Total net revenues of reportable segments and the company
      411,998
      395,715
      412,016
      59,343
      190,448
      205,379
      30,295

We supplemented the risk factor by adding the disclosure below in
the Amended F-1:

“We are highly dependent upon revenue
generated from our three K-12 schools which was 40.8%, 47.2%, 50.4% and 55.6 % for the year ended December 31, 2014, 2015, 2016
and for the first six months ended June 30, 2017 respectively.” We expect the revenue from our three K-12 schools to remain
stable in the long-run.

If the chops of our subsidiaries and VIEs
in China are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance
of those entities could be severely and adversely compromised., page 26

 6. Please discuss any remedial measures taken or new policies enacted in light of your previous loss
of control of several of your VIE’s subsidiaries.

RESPONSE: The Company respectfully advises
the Staff that the Company has implemented the following actions to address a control over the location and usage of the chops,
as well as new mechanisms put in place for retaining control over the VIEs:

 - Centralized the chop monitoring procedure through the President’s
office in our headquarters located in Beijing, PRC. We maintain a ledger to strictly monitor and review the usage of the chop,
which reduces the chance of it being stolen or its unauthorized usage;

 - Sent new management teams to individual schools and replaced
all management positions previously governed by the former owners;

 - Centralized the operations of each school and tutoring
center by:

a. setting
up Financial Share Service Centers across the Company and standardizing the Company’s Finance and Operation Policies throughout
the Company;

b. Implementing
new ERP systems to standardize operations, enhance central controls, and create synergy of the Company’s resources; and

 - Streamlined the internal control structure with effective
communication channels and regular management meetings.

Use of Proceeds, page 41

 7. We note your plan to use the net proceeds of the offering to upgrade and expand your schools and
learning network, etc. In light of your disclosures elsewhere regarding the restrictions on your ability to use the proceeds of
this offering and to capitalize PRC operations, please disclose the estimated net proceeds that you will actually be able to use
in the PRC for each purpose described.

RESPONSE: The Company respectfully
advises the Staff that in utilizing the proceeds of this offering we, as an offshore holding company, are permitted under PRC laws
and regulations to provide funding to our PRC subsidiary through loans or capital contributions and to our consolidated affiliated
entities through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend
inter-company loans to our PRC subsidiaries, VIEs and their respective affiliates or subsidiaries, or make additional capital contributions
to our PRC subsidiaries to fund their capital expenditures or working capital.

Beijing Ambow Shengying Education
and Technology Co., Ltd (“Ambow Shengying”) is a Wholly Owned Foreign Entity as a 100% subsidiary of Ambow Training
Management Ltd. (Hong Kong), which is an offshore company. In China, Ambow Shengying is allowed to receive funding from its offshore
parent company either as a capital injection or an inter-company loan, and VIEs and their respective affiliates or subsidiaries
are allowed to borrow loans from an offshore company subject to applicable government registration and approval.

We proposed a maximum offering
amount of $5,000,000 and we believe that we will be able to use all of the net proceeds of the offering in the PRC for general
corporate purposes, including upgrading and expanding our schools and learning centers, teacher training programs and research
and development of our educational content, and to fund our working capital.

Enforceability of Civil Liabilities, page 47

 8. We note your disclosure that substantially all of your operations and assets are located in China
and most of your directors and officers are nationals or residents of countries other than the United States, and all or a substantial
portion of such persons’ assets are or may be located outside the United States. To provide further context to your discussion
of the enforceability of civil liabilities in the Cayman Islands and the PRC, please disclose the nationalities and countries of
residence of your directors and executive officers.

RESPONSE: In response to the Staff’s
comments, the Company included the following disclosure on the nationalities and countries of residence of our directors and executive
officers in the Amended F-1:

    Name

    Nationality

    Residence

    Jin Huang

    United States

    China

    John Robert Porter

    United Kingdom

    United Kingdom

    R. Ralph Parks

    United States

    United States

    Ping Wu

    China

    China

    Yanhui Ma

    United States

    United States

    Yigong Justin Chen

    China

    China

    Kia Jing Tan

    Malaysia

    China

    Chiao-Ling Hsu

    Taiwan

    China

    Jianguo Xue

    China

    China

    Xuejun Xie

    China

    China

Business, page 81

 9. We note your statement that the business map as presented on page 81 “does not include the
schools/centers which are to be deregistered as part of the group effort to re-establish a solid foundation for future growth.”
Please clarify this statement. Please disclose whether this statement refers to schools/centers that were previously deconsolidated
or whether this refers to other entities. Please also clarify the term “deregistered.”

RESPONSE: In response to the Staff’s
comments, the Company replaced the term “deregistration” with “cancellation of company’s legal status”
in the Amended F-1 to state the action of termination the legal status of an entity.

There were certain entities that the Company
was planning to submit a winding-up filing application to the local authority to terminate their legal status.They are under the
Group’s control and do not include the entities that were previously deconsolidated. In a situation where a legal entity
does not perform well or has no business operations,, in order to avoid unnecessary regulatory costs, it is economically beneficial
to the Company to terminate the legal status of these entities since they have not had operations for the past few years. This
is one of the Company’s strategic decisions and part of a process to simplify our legal structure.

Regulations, page 88

The Law for Promoting Private Education
and the Implementing Rules for the Law for Promoting Private Education, page 89

 10. Please disclose how you expect the amended Law on the Promotion of Private Education will affect
your operations, stating whether your schools intend to elect to be for-profit.

RESPONSE: In response to the Staff’s
comments, the Company has made the disclosure below in its Amended F-1:

 A. K-12 schools

According to the Law for Promoting Private
Education amended on November 7, 2016 (“the Amendment”), the term “reasonable return” is no longer used
and sponsors of private schools may choose to establish non-profit or for-profit private schools at their own discretion. School
sponsors are not allowed to establish for-profit private schools that are engaged in compulsory education. We have three K-12 schools,
consisting of kindergarten, primary schools, middle schools and high schools education. Currently all of the three schools are
requiring reasonable returns.

 i. Primary and middle schools’ education is considered
compulsory education, which will be transitioned to be operated as non-profit schools to comply with the Amendment.

 ii. The kindergarten and high schools are not compulsory education and we will elect for those schools
to be for-profit schools.

 B. Tutoring and career enhancement centers

Our tutoring and career enhancement centers
including training offices are not compulsory education, the Company intends to elect those currently requiring reasonable returns
to be for-profit for the schools; and to elect those currently not requiring reasonable returns to be non-profit.

Generally, if a private school
chooses to register as a non-profit school, it shall amend its articles of association, continue its operation and complete the
new registration process. If a private school chooses to register as a for-profit school, it shall conduct a financial liquidation
process, have the property rights of its assets such as land, school buildings authenticated by relevant government authorities,
they shall pay up relevant taxes, apply for a new Permit for Operating a Private School, re-register as a for-profit school and
continue operation. Specific provisions related to this process have not yet been introduced by the people’s governments
at the provincial level. The Company does not expect its operations to be impacted materially if all the registration requirements
are met and the procedures are fully performed.

Related Party Transac

Mail Stop 3720

October 25, 2017

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Form 20 -F for Fis cal Year Ended December 31, 2016
Filed March 23, 2017
File No. 001 -34824

Dear Dr. Huang :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office  11 – Telecommunications

CORRESP
1
filename1.htm

[AMBOW LETTERHEAD]

October 20, 2017

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.

Form 20-F for Fiscal Year Ended December 31, 2016

Response Dated October 3, 2017

File No. 001-34824

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of October 12, 2017 with respect to the Company’s Form
20-F for Fiscal Year Ended December 31, 2016 (the “2016 20-F”) filed on March 23, 2017 by the Company (File No.: 001-34824).
For your convenience, the text of the Staff’s comments is set forth below, followed in each case by the Company’s responses.

Financial Statements

Consolidated Balance Sheets, page F-3 &

Consolidated Statements of Changes in Equity (Deficit), page F-7

 1. We note the proposed revisions offered in your response to comment 5. Please also include an analysis of changes in each caption
of stockholders’ equity and non-controlling interests in accordance with the guidance of Items 17(b) and 18(a) of Form 20-F
and Rule 3-04 of Regulation S-X.

RESPONSE: The Company respectfully advises
the Staff that the Ordinary Shares section in the Company’s Balance Sheet will be revised in future filings to separately
disclose Class A ordinary shares and Class C ordinary shares as follows:

    As of December 31,

    2015
    2016
    2016

    RMB
    RMB
    US$

    EQUITY

    Class A Ordinary shares

    (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 33,556,762 and 33,990,680 shares issued and outstanding as of December 31, 2015 and 2016, respectively)
      627
      636
      92

    Class C Ordinary shares

    (US$ 0.003 par value; 8,333,333 and 8,333,333 shares authorized; 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2015 and 2016, respectively)
      90
      90
      13

The Company respectfully advises the Staff
that in its future filings, the Company would include the analysis of changes in each caption of stockholders’ equity and
non-controlling interests as below:

    Attributable
    to Ambow Education Holding Ltd.’s Equity

    Class A Ordinary
    shares
    Class B Ordinary
    shares
      Class C Ordinary shares
    Additional

    Retained

 Earnings

    Accumulated

 other

    Non-
    Total

    (Note
    16)
    (Note
    16)
    (Note
    16)
    paid-in
    Statutory
    (Accumulated
    comprehensive
    controlling
    Equity

    Shares
    Amount
    Shares
    Amount
    Shares
    Amount
    capital
    reserves
    deficit)
    income(deficit)
    Interest
    (deficit)

    Note

    RMB

    RMB

    RMB
    RMB
    RMB
    RMB
    RMB
    RMB
    RMB

    Balance
    as of January 1, 2015

      27,552,058
      487
      2,984,775
      87
      -
      -
      3,325,288
      80,777
      (3,451,958 )
      (3,740 )
      (4,247 )
      (53,306 )

    Conversion
    of Class B ordinary shares to Class A ordinary shares

      2,984,775
      87
      (2,984,775 )
      (87 )
      -
      -
      -
      -
      -
      -
      -
      -

    Exchange
    of Class A ordinary shares for Class C ordinary shares

      (4,708,415 )
      (90 )
      -
      -
      4,708,415
      90
      -
      -
      -
      -
      -
      -

    Conversion
    of convertible loans to ordinary shares
    15
      7,244,013
      134
      -
      -
      -
      -
      70,012
      -
      -
      -
      -
      70,146

    Share-based
    compensation
    17,
23(c)
      -
      -
      -
      -
      -
      -
      50,117
      -
      -
      -
      -
      50,117

    Issuance
    of ordinary shares for restricted stock award
    17
      484,331
      9
      -
      -
      -
      -
      (9 )
      -
      -
      -
      -
      -

    Appropriation
    to statutory reserves
    22
      -
      -
      -
      -
      -
      -
      -
      228
      (228 )
      -
      -
      -

    Foreign
    currency translation adjustment

      -
      -
      -
      -
      -
      -
      -
      -
      -
      (1,215 )
      -
      (1,215 )

    Disposal of subsidiaries

      -
      -
      -
      -
      -
      -
      -
      -
      -
      9,084
      5,845
      14,929

    Capital
    injection from minority shareholders
    27
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      163
      163

    Unrealized
    gain on investment, net of income taxes
    5
      -
      -
      -
      -
      -
      -
      -
      -
      -
      984
      -
      984

    Non-controlling
    interests from reconsolidation of previously deconsolidated entities
    26(b)
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      (3,351 )
      (3,351 )

    Net
    income

      -
      -
      -
      -
      -
      -
      -
      -
      63,739
      -
      617
      64,356

    Balance
    as of December 31, 2015

      33,556,762
      627
      -
      -
      4,708,415
      90
      3,445,408
      81,005
      (3,388,447 )
      5,113
      (973 )
      142,823

    Attributable to Ambow Education Holding Ltd.’s Equity

    Class A Ordinary
    Class B Ordinary
      Class C Ordinary

    Retained
    Accumulated

    shares
    shares
    shares
    Additional

    Earnings
    other
    Non-
    Total

    (Note 16)
    (Note 16)
    (Note 16)
    paid-in
    Statutory
    (Accumulated
    comprehensive
    controlling
    Equity

    Shares
    Amount
    Shares
    Amount
    Shares
    Amount
    capital
    reserves
    deficit)
    income(deficit)
    Interest
     (deficit)

    Note

    RMB

    RMB

    RMB
    RMB
    RMB
    RMB
    RMB
    RMB
    RMB

    Balance as of January 1, 2016

      33,556,762
      627
      -
      -
      4,708,415
      90
      3,445,408
      81,005
      (3,388,447 )
      5,113
      (973 )
      142,823

    Share-based compensation
    17
      -
      -
      -
      -
      -
      -
      7,828
      -
      -
      -
      -
      7,828

    Issuance of ordinary shares for restricted stock award
    17
      433,918
      9
      -
      -
      -
      -
      (9 )
      -
      -
      -
      -
      -

    Foreign currency translation adjustment

      -
      -
      -
      -
      -
      -
      -
      -
      -
      (1,160 )
      -
      (1,160 )

    Appropriation to statutory reserves
    22
      -
      -
      -
      -
      -
      -
      -
      2
      (2 )
      -
      -
      -

    Unrealized gain on investment, net of income taxes
    5
      -
      -
      -
      -
      -
      -
      -
      -
      -
      1,752
      -
      1,752

    Capital injection from minority shareholders
    27
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      796
      796

    Net loss

      -
      -
      -
      -
      -
      -
      -
      -
      (35,700 )
      -
      (1,318 )
      (37,018 )

    Balance as of December 31, 2016

      33,990,680
      636
      -
      -
      4,708,415
      90
      3,453,227
      81,007
      (3,424,149 )
      5,705
      (1,495 )
      115,021

21. Segment Information, page F-46

 2. We note your response to comment 8. In addition to the disclosures you propose to include in future filings, please include
a reconciliation of gross profit to loss before income taxes as required by ASC 280-10-50-30(b).

RESPONSE: The Company respectfully
advises the Staff that in its future filings, the Company would disclose a reconciliation of gross profit to loss before income
taxes in segment information as below:

For the year ended December 31, 2015

    (RMB in thousands)
    Better School
    Better Job

    Tutoring
    K-12
    Subtotal
    Career
 Enhancement
    Consolidated

    RMB
    RMB
    RMB
    RMB
    RMB

    Net Revenues
      54,888
      186,747
      241,635
      154,080
      395,715

    Cost of revenues
      (41,048 )
      (116,819 )
      (157,867 )
      (88,078 )
      (245,945 )

    GROSS PROFIT
      13,840
      69,928
      83,768
      66,002
      149,770

    OPERATING EXPENSES

    Selling and marketing
      (7,690 )
      (964 )
      (8,654 )
      (38,976 )
      (47,630 )

    General and administrative
      (18,601 )
      (37,787 )
      (56,388 )
      (48,337 )
      (104,725 )

    Research and development
      (1,773 )
      -
      (1,773 )
      (321 )
      (2,094 )

    Impairment loss
      (2,702 )
      -
      (2,702 )
      (7,630 )
      (10,332 )

    Unallocated corporate expenses
      -
      -
      -
      -
      (341,023 )

    Total operating expenses
      (30,766 )
      (38,751 )
      (69,517 )
      (95,264 )
      (505,804 )

    OPERATING (LOSS) INCOME
      (16,926 )
      31,177
      14,251
      (29,262 )
      (356,034 )

    OTHER INCOME (EXPENSE)

    Interest (expenses) income, net
      (307 )
      22
      (285 )
      (2,100 )
      (2,385 )

    Foreign exchange gain, net
      10
      -
      10
      24
      34

    Other (loss) income, net
      (7,966 )
      (237 )
      (8,203 )
      665
      (7,538 )

    Loss (income) on reconsolidation of previously deconsolidated entities
      (23,908 )
      -
      (23,908 )
      6,439
      (17,469 )

    Gain on sale of investment  available for sale
      -
      1,971
      1,971
      -
      1,971

    Unallocated corporate other expenses
      -
      -
      -
      -
      (13,984 )

    Total other (expenses) income
      (32,171 )
      1,756
      (30,415 )
      5,028
      (39,371 )

    (LOSS) INCOME BEFORE INCOME TAX, NON-CONTROLLING INTERESTS AND DISCONTINUED OPERATIONS
      (49,097 )
      32,933
      (16,164 )
      (24,234 )
      (395,405 )

    Segment assets
      139,905
      331,127
      471,032
      175,056
      646,088

    Unallocated corporate assets
      -
      -
      -
      -
      361,837

    TOTAL ASSETS
      139,905
      331,127
      471,032
      175,056
      1,007,925

For the year ended December 31, 2016

    (RMB in thousands)
    Better School
    Better Job

    Tutoring
    K-12
    Subtotal
    Career
 Enhancement
    Consolidated

    RMB
    RMB
    RMB
    RMB
    RMB

    Net Revenues
      47,985
      222,592
      270,577
      141,439
      412,016

    Cost of revenues
      (33,465 )
      (137,833 )
      (171,298 )
      (67,444 )
      (238,742 )

    GROSS PROFIT
      14,520
      84,759
      99,279
      73,995
      173,274

    OPERATING EXPENSES

    Selling and marketing
      (5,516 )
      (1,065 )
      (6,581 )
      (30,810 )
      (37,391 )

    General and administrative
      (21,929 )
      (42,205 )
      (64,134 )
      (34,023 )
      (98,157 )

    Research and development
      (1,445 )
      -
      (1,445 )
      (924 )
      (2,369 )

    Impairment loss
      (21,779 )
      -
      (21,779 )
      (623 )
      (22,402 )

    Unallocated corporate expenses
      -
      -
      -
      -
      (56,986 )

    Total operating expenses
      (50,669 )
      (43,270 )
      (93,939 )
      (66,380 )
      (217,305 )

    OPERATING (LOSS) INCOME
      (36,149 )
      41,489
      5,340
      7,615
      (44,031 )

    OTHER INCOME (EXPENSE)

    Interest income, net
      106
      106
      212
      186
      398

    Foreign exchange gain, net
      -
      -
      -
      12
      12

    Other (loss) income, net
      (2,514 )
      195
      (2,319 )
      (1,714 )
      (4,033 )

    Gain on sale of investment  available for sale
      -
      2,464
      2,464
      138
      2,602

    Unallocated corporate other income
      -
      -
      -
      -
      13,945

    Total other (expenses) income
      (2,408 )
      2,765
      357
      (1,378 )
      12,924

    (LOSS) INCOME BEFORE INCOME TAX AND NON-CONTROLLING INTERESTS
      (38,557 )
      44,254
      5,697
      6,237
      (31,107 )

    Segment assets
      119,878
      381,786
      501,664
      190,088
      691,752

    Unallocated corporate assets
      -
      -
      -
      -
      284,443

    TOTAL ASSETS
      119,878
      381,786
      501,664
      190,088
      976,195

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 of Loeb & Loeb LLP, at 212-407-4159 or mnussbaum@loeb.com.

Sincerely,

Ambow Education Holding Ltd.

/s/ Jin Huang

Chief Executive Officer

Mail Stop 3720

October 1 2, 2017

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Form 20 -F for Fis cal Year Ended December 31, 2016
Response Dated October 3, 2017
  File No. 001-34824

Dear Dr. Huang :

We have reviewed your October 3, 2017 response to our comment letter and have the
following comments.  Please comply with the following comments in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.

Please respond to these comments within ten  business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response t o these comments, we may have additional comments.

Financial Statements

Consolidated Balance Sheets, page F -3 &
Consolidated Statements of Changes in Equity (Deficit), page F -7

1. We note the proposed revisions offered in your response to comment 5.   Please also
include an analysis of changes in each caption of stockholders’ equity   and non -
controlling interests in accordance with the guidance of Items 17(b) and 18(a) of Form
20-F and Rule 3 -04 of Regulation S -X.

Dr. Jin Huang
Ambow Education Holding Ltd.
October 1 2, 2017
Page 2

 21. Segment Information, page F -46

2. We note your response to comment 8. In addition to the disclosures you propose to
include in future filings, please include a reconciliation of gross profit to loss before
income taxes as required by ASC 280 -10-50-30(b).

You may contact Joseph Kempf, Sta ff Accountant,  at (202) 551 -3352 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351  if you have questions regarding comments on the
financial statements and related matters.  Please contact William Mastrianna, Attorney -Adviser,
at (202) 551 -3778 , Kathleen Krebs, Special Counsel, at (202) 551 -3350,  or me at (202) 551 -3810
with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

October 3, 2017

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.

Form 20-F for Fiscal Year Ended December 31, 2016

Filed March 23, 2017

File No. 001-34824

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of September 22, 2017 with respect to the Company’s Form
20-F for Fiscal Year Ended December 31, 2016 (the “2016 20-F”) filed on March 23, 2017 by the Company (File No.: 001-34824).
For your convenience, the text of the Staff’s comments is set forth below, followed in each case by the Company’s responses.

Item 4. Information on the Company

A. History and Development of the Company, page 30

 1. We note your disclosure on page 33 that shareholders approved the creation of Class C ordinary shares with ten votes per share
in March and June 2015 and that, on November 8, 2015, 4,708,415 of the company’s Class A Ordinary shares were converted to
Class C Ordinary shares. We further note from the beneficial ownership table on page 101 that Dr. Jin Huang beneficially owns 4,708,415
Class C ordinary shares. Please provide more detail as to the purpose of creating the Class C ordinary shares, how Class A ordinary
shares were converted into Class C shares and how they came to be held by Dr. Jin Huang.

RESPONSE: As previously disclosed in the
Company’s proxy statement filed as Exhibit 99.1 to the Form 6-K filed on June 4, 2015, the Company sought approval to, among
other things, create a new class of ordinary shares entitled Class C ordinary shares (“Class C Shares”), which were
in addition to the Class A ordinary shares which had already been designated. The Class C Shares would be entitled to ten (10)
votes on all matters subject to vote at general meetings of the Company. The Class C shares were created with the intention to
issue such shares to Company management. The Company disclosed that the main effect of the dual-class voting structure would likely
leave the Company’s management team, especially Dr. Jin Huang, with increasingly significant control over the Company’s
decisions. The purpose was to allow management to maintain the freedom to focus on the long term by ensuring that it retained control
over the Company. The structure would prevent outside parties from taking over or unduly influencing management decisions. As such,
investors would fully share in the Company’s long term economic future, but would have less ability to influence its strategic
decisions through their voting rights.

At the time, prior to the 30 for 1 reverse
stock split, Dr. Huang held 146,132,402 Class A Shares (4,871,080 after the reverse stock split). The Staff correctly notes that
under the terms of the Sixth Amended and Restated Memorandum and Articles of Association the Class A shares are non-convertible.
The Company incorrectly characterized the exchange of 4,708,415 Class A ordinary shares held by Dr. Huang for the same number of
Class C ordinary shares as a conversion. This transaction, which resulted in Dr. Huang receiving Class C shares, was approved by
all disinterested members of the Board of Directors. In future filings, the Company will revise the disclosure to state that there
was an exchange of Class A shares for Class C shares, which was approved by the Board of Directors.

 Item 6. Directors, Senior Management and Employees

E. Share Ownership, page 101

 2. We note Dr. Jin Huang beneficially owns 4,708,415 Class C ordinary shares which, according to the disclosure on the bottom
of page F-37, represent all outstanding Class C ordinary shares as of December 31, 2016. It appears, however, that you have calculated
her 12.28% percentage ownership based on the number of issued and outstanding Class A shares. Please revise the beneficial ownership
table to provide beneficial ownership information regarding Class C ordinary shares based upon the number of outstanding Class
C ordinary shares.

RESPONSE: The Company respectfully advises the Staff that in
its future filings, the beneficial ownership table will be revised as follows to provide information regarding Class C ordinary
shares based upon the number of outstanding Class C ordinary shares:

    Shares Beneficially Owned
    Percentage of Votes Held

    Name
    Number of

Class A

ordinary

shares
    Percentage

of  Class A

ordinary

shares (%)
    Number of
 Class C

ordinary

shares
    Percentage of

Class C

ordinary

shares (%)
    Number of

total ordinary shares
    Percentage

of total

ordinary

shares (%)
    Based on total

                                                                                Class A

ordinary

shares

beneficially owned (%)

    Based on total

Class C

ordinary

shares

beneficially owned (%)
    Based on

total

ordinary

shares

beneficially owned (%)

    Directors and Executive Officers

    Jin Huang (2)(7)
      1,583,212
      4.66 %
      4,708,415
      100 %
      6,291,627
      16.26 %
      4.66 %
      100 %
      60.03 %

    Kia Jing Tan
      -
      -
      -
      -
      -
      -

      -
      -

    Xuejun Xie
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Jianguo Xue
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Yigong Justin Chen
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Ping Wu (3)
      952,870
      2.80 %
      -
      -
      952,870
      2.46 %
      2.80 %
      -
      1.17 %

    John Porter (4)
      991,692
      2.91 %
      -
      -
      991,692
      2.56 %
      2.91 %
      -
      1.22 %

    Ralph Parks
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Yanhui Ma
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Chiao-Ling Hsu
      -
      -
      -
      -
      -
      -
      -
      -
      -

    All executive officers and directors of
 the company as a group (10 persons)(5)
      4,873,937
      14.37 %
      4,708,415
      100 %
      9,582,352
      24.79 %
      14.37 %
      100 %
      64.10 %

    5% and Greater Shareholders

    Investment entities affiliated with Baring
 Private Equity  (6)
      3,280,449
      8.46 %
      -
      -
      3,280,449
      8.46 %
      4.04 %
      -
      4.04 %

    New Summit Global Limited
      2,786,159
      7.18 %
      -
      -
      2,786,159
      7.18 %
      3.43 %
      -
      3.43 %

    CEIHL Partners (I) Limited
      3,420,375
      8.82 %
      -
      -
      3,420,375
      8.82 %
      4.21 %
      -
      4.21 %

    CEIHL Partners (II) Limited
      11,144,636
      28.73 %
      -
      -
      11,144,636
      28.73 %
      13.73 %
      -
      13.73 %

    New Flourish Holdings Limited (8)
      1,420,548
      3.62 %
      4,288,415
      91.08 %
      5,708,963
      14.72 %
      3.62 %
      91.08 %
      54.59 %

    Spin-Rich Ltd.
      -
      -
      420,000
      8.92 %
      420,000
      1.09 %
      -
      8.92 %
      5.19 %

(2) Of the 1,583,212 Class A Ordinary Shares (i) 1,420,548 of
the Class A Ordinary Shares are owned by New Flourish Holdings Limited for the benefit of certain officers of the Company, and
(ii) 162,664 of the Class A Ordinary Shares are owned directly by Dr. Huang. Dr. Huang as the sole director of New Flourish has
voting control and investment power over the Class A Ordinary Shares held by New Flourish, but disclaims beneficial ownership over
such shares.

(7) Of the 4,708,415 Class C Ordinary Shares (i) 4,288,415 of
the Class C Ordinary Shares are owned by New Flourish Holdings Limited for the benefit of Dr. Jin Huang, and (ii) 420,000 of the
Class C Ordinary Shares are owned directly by Dr. Huang. Dr. Huang as the sole director of New Flourish has voting control and
investment power over the Class C Ordinary Shares held by New Flourish,

(8) Dr. Jin Huang, as the sole director of New Flourish has
voting control and investment power over the Class A Ordinary Shares and the Class C Ordinary Shares owned by New Flourish. Dr.
Huang disclaims beneficial ownership over the Class A Ordinary Shares, which are held for the benefit of certain officers of the
Company.

 3. Please revise the introductory paragraphs to the beneficial ownership table to disclose the number of outstanding Class A and
Class C ordinary shares and the different voting rights of the Class A and Class C ordinary shares.

RESPONSE: The Company respectfully advises the Staff that
the introductory paragraphs to the beneficial ownership table will be revised as follows in its future filings. For the
purpose of this letter, we have used March 10, 2017 as the disclosure date, which was the date used in the Form 20-F:

The following table sets forth information as of March 10, 2017
with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares, for:

 • each person known to us to own beneficially more than 5% of our ordinary shares;

 • each of our directors and executive officers who beneficially own our ordinary shares; and

 • all of our directors and executive officers as a group.

Beneficial ownership includes voting or investment power with
respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the
table have or share the voting and investment power with respect to all shares shown as beneficially owned by them. The number
of our shares used in calculating the percentage for each listed person includes any options exercisable by such person within
60 days after the date of this report, but excludes unvested restricted shares that will not vest within 60 days after the date
of this report.

As of March 10, 2017, the percentage of beneficial ownership
for holders of Class A ordinary shares is based on 34,078,900 Class A ordinary shares issued and outstanding and the percentage
of beneficial ownership for holders of Class C ordinary shares is based on 4,708,415 Class C ordinary shares issued and outstanding,
both of which classes of ordinary shares exclude unvested restricted shares. On all matters subject to vote at general meetings
of the Company, the holders of Class A ordinary shares are entitled to one vote per share and the holders of Class C ordinary shares
are entitled to ten votes per share.

 4. Please provide footnote disclosure regarding the natural persons who have investment and/or voting control the Class A and
Class C shares beneficially owned by New Flourish Holdings Limited.

RESPONSE: The
Company respectfully advises the Staff that the footnote disclosure to the beneficial ownership table that will be included
in future filings has been provided in response to Comment 2 above.

Financial Statements

Consolidated Balance Sheets, page F-3 &

Consolidated Statements of Changes in Equity (Deficit), page F-7

 5. Please revise your basic financial statements to separately disclose your several classes of ordinary shares. Refer to Rule
5-02 (29) of Regulation S-X and revise.

RESPONSE: The Company respectfully advises the Staff that
the Ordinary Shares section in the Company’s Balance Sheet will be revised in future filings to separately disclose
Class A ordinary shares and Class C ordinary shares as follows:

    As of December 31,

    2015
    2016
    2016

    RMB
    RMB
    US$

    EQUITY

    Class A Ordinary shares

    (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 33,556,762 and 33,990,680 shares issued and outstanding as of December 31, 2015 and 2016, respectively)
      627
      636
      92

    Class C Ordinary shares

    (US$ 0.003 par value; 8,333,333 and 8,333,333 shares authorized; 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2015 and 2016, respectively)
      90
      90
      13

16. Ordinary Shares, page F-37

 6. You state on page F-38 that Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances,
suggesting they are not convertible at all; however, we note that on November 8, 2015, 4,708,415 Class A ordinary shares were converted
into super-majority voting Class C ordinary shares. We also note that as a result of this transaction Dr. Jin Huang gained
voting control over Ambow Education Holding Ltd. Please explain how and why non-convertible Class A ordinary shares were
converted into another class of shares. Tell us how it was authorized and by whom, as it appears that Dr. Jin Huang held less than
13% of the voting rights in Ambow Education Holding prior to this conversion while over 53% of the voting rights appear to have
been held by four other parties.

RESPONSE: As previously disclosed in the
Company’s proxy statement filed as Exhibit 99.1 to the Form 6-K filed on June 4, 2015, the Company sought approval to, among
other things, create a new class of ordinary shares entitled Class C ordinary shares (“Class C Shares”), which were
in addition to the Class A ordinary shares which had already been designated. The Class C Shares would be entitled to ten (10)
votes on all matters subject to vote at general meetings of the Company. The Class C shares were created with the intention to
issue such shares to Company management. The Company disclosed that the main effect of the dual-class voting structure would likely
leave the Company’s management team, especially Dr. Jin Huang, with increasingly significant control over the Company’s
decisions. The purpose was to allow management to maintain the freedom to focus on the long term by ensuring that it retained control
over the Company. The structure would prevent outside parties from taking over or unduly influencing management decisions. As such,
investors would fully share in the Company’s long term economic future, but would have less ability to influence its strategic
decisions through their voting rights.

 7. At the time, prior to the 30 for 1 reverse stock split, Dr. Huang held 146,132,402 Class A Shares (4,871,080 after the reverse
stock split). The Staff correctly notes that under the terms of the Sixth Amended and Restated Memorandum and Articles of Association
the Class A shares are non-convertible. The Company incorrectly characterized the exchange of 4,708,415 Class A ordinary shares
held by Dr. Huang for the same number of Class C ordinary shares as a conversion. This transaction, which resulted in Dr. Huang
receiving Class C shares, was approved by all disinterested members of the Board of Directors. In future filings, the Company will
revise the disclosure to state that there was an exchange of Class A shares for Class C shares, which was approved by the Board
of Directors. Tell us and disclose how you accounted for the conversion of 4,708,415 Class A ordinary shares into super-majority
voting Class C ordinary shares during November 2015. Tell us your consideration of whether or not this transaction represented
a preferential dividend and/or compensation paid to Dr. Huang as it would appear that a class of shares vested with control of
the registrant could be substantially more valuable than class of non-controlling shares.

RESPONSE: The Company respectfully advises the Staff that, considering
the following points set forth in the Sixth Amended and Restated Memorandum of Association and Articles of Association of the Company
(“the Articles”), the Company believes that the Class C ordinary shares do not have a higher value than Class A ordinary
shares. Therefore this transaction was not accounted for in the Company’s financials and was not considered as a preferential
dividend or as compensation pai

Mail Stop 3720

September 22, 2017

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
12th F loor, Tower 1, Financial Street
Chang’ an Center, Shijingshan  District
Beijing  100043
People’s Republic of China

Re: Ambow Education Holding Ltd.
Registration Statement on Form F -1
Filed August 28, 2017
  File No. 333 -220207

Dear Dr. Huang :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informati on.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please include the name(s) of the lead underwriter(s) in your next amendment.

2. We note your intention to list your Class A common stock on the NYSE -MKT .  Please
discuss in a risk factor or other appropriate section of the prospectus the NYSE -MKT
listing standards and how likely it is that you will meet them.  To provide context,
disclose why you were delisted from the NYSE in October 2014.

Dr. Jin Huang
Ambow Education Holding Ltd.
September 22, 2017
Page 2

 Prospectus S ummary, page 1

3. Please revise your disclosure in the beginning of the prospectus summary to clarify that
the registrant, a Cayman Islands holding company, does not directly own substantially all
of your business operations in the PRC, and the business you  are describing is the
business of your variable interest entities.

4. We note your references to being a leader in educational and career enhancement services
in China.  Please disclose the basis by which you measure your leadership position in
light of your disclosure on page 11 that the private education sector in China is rapidly
evolving, highly fragmented and competitive.

Risk Factors

The tuition, accommodation and other fees charged by our degree programs and our K -12
schools and student enrollmen t at these schools are subject to regulation by the Chinese
government, and our revenue is highly dependent on the level of these fees and our student
enrollment., page 25

5. Please consider supplementing this risk factor with a discussion of your revenue
dependence upon your three K -12 schools.

If the chops of our subsidiaries and VIEs in China are not kept safely, are stolen or are used by
unauthorized persons or for unauthorized purposes, the corporate governance of those entities
could be severely and ad versely compromised., page 26

6. Please discuss any remedial measures taken or new policies enacted in light of your
previous loss of control of several of your VIE’s subsidiaries.

Use of Proceeds, page 41

7. We note your plan to use the net proceeds of the  offering to upgrade and expand your
schools and learning network, etc.  In light of your disclosures elsewhere regarding the
restrictions on your ability to use the proceeds of this offering and to capitalize PRC
operations, please disclose the estimated net proceeds that you will actually be able to use
in the PRC for each purpose described.

Dr. Jin Huang
Ambow Education Holding Ltd.
September 22, 2017
Page 3

 Enforceability of Civil Liabilities, page 47

8. We note your disclosure that substantially all of your operations and assets are located in
China and most of your directors and officers are nationals or residents of countries other
than the United States, and all or a substantial portion of such persons ’ assets are or may
be located outside the United States.  To provide further context to your discussion of the
enforceability of civil liabilities in the Cayman Islands and the PRC, please disclose the
nationalities and countries of residence of your dire ctors and executive officers.

Business, page 81

9. We note your statement that the business map as presented on page 81 “does not include
the schools/centers which are to be deregistered as part of the group effort to re -establish
a solid foundation for fu ture growth.”  Please clarify this statement.  Please disclose
whether this statement refers to schools/centers that were previously deconsolidated or
whether this refers to other entities.  Please also clarify the term “deregistered.”

Regulations, page 8 8

The Law for Promoting Private Education and the Implementing Rules  for the Law for
Promoting Private Education, page 89

10. Please disclose how you expect the amended Law on the Promotion of Private Education
will affect your operations, stating whether yo ur schools intend to elect to be for -profit.

Related Party Transactions, page 134

11. Please complete the sentence on page 134 beginning “For a list of these transactions we
have entered into with and the outstanding balances to and from such related parties …”

Principal Shareholders, page 135

12. Please revise the introductory paragraph to the beneficial ownership table to also disclose
the number of outstanding Class C ordinary shares and the different voting rights of the
Class A and Class C ordinary shares.

13. We note Dr. Jin Huang beneficially owns 4,708,415 Class C ordinary shares which,
according to the disclosure on the bottom of page F -37, represent all outstanding Class C
ordinary shares as of December 31, 2016.  It appears, however, that you have calc ulated
her 12.11% percentage ownership based on the number of issued and outstanding Class A
shares.  Please revise the beneficial ownership table to provide beneficial ownership
information regarding Class C ordinary shares based upon the number of outsta nding
Class C ordinary shares.

Dr. Jin Huang
Ambow Education Holding Ltd.
September 22, 2017
Page 4

 14. Please provide footnote disclosure regarding the natural persons who have investment
and/or voting control the Class A and Class C  ordinary  shares beneficially owned by New
Flourish Holdings Limited.

Description of Shares and Gove rning Documents
Conversion Rights Attaching to Shares, page 139

15. We note your statement that Class C shares are convertible into Class A shares in certain
circumstances but “Class A shares are not convertible under any circumstance.”  We also
note your dis closure on page F -37 that states on “November 8, 2015, 4,708,415 of the
Company’s Class A Ordinary shares were converted to Class C Ordinary shares.”  Please
advise or revise.  Please also provide additional detail as to the purpose of creating the
Class C shares  and how and when Dr. Jin Huang came to hold 4,708,415 Class C shares.

16. Please clarify how many Class C shares are issued and outstanding.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F -2

17. Ask your  auditors why the audit report was signed by the firm’s New York City office
while the auditors’ consent, Exhibit 23.1, is signed by the firm’s Guangzhou, China,
office.

Consolidated Balance Sheets, page F -3 &
Consolidated Statemen ts of Changes in Equity (Deficit), page F -7

18. Please revise your basic financial statements to separately disclose your several classes of
ordinary shares. Refer to Rule 5 -02 (29) of Regulation S -X and revise.

16. Ordinary Shares, page F -37

19. You state on p age 139 that Class A are not convertible under any circumstances;
however, we note that on November 8, 2015, 4,708,415 Class A ordinary shares were
converted into super -majority  voting Class C ordinary shares.  We also note that as a
result of this transac tion Dr. Jin Huang gained voting control ove r Ambow Education
Holding Ltd.  Please explain how and why non-convertible  Class A ordinary shares were
converted into another class of shares.   Tell us how it was authorized and by whom, as it
appears that Dr. J in Huang held less than 13% of the voting rights in Ambow Education
Holding prior to this conversion while over 53% of the voting rights appear to have been
held by four other parties .

Dr. Jin Huang
Ambow Education Holding Ltd.
September 22, 2017
Page 5

 20. Tell us and disclose how you accounted for the conversion of 4,708,41 5 Class A ordinary
shares into super -majority  voting Class C ordinary shares during November 2015.   Tell
us your consideration of whether or not this transaction represented a preferential
dividend and/or compensation paid to Dr. Huang as it would appear t hat a class of shares
vested with control of the registrant could be substantially more valuable than class of
non-controlling shares.

21. Segment Information, page F -46

21. Please disclose total assets for each reportable segment as required by ASC 280 -10-50-
22.  Also include the reconciliations required by ASC 280 -10-50-30, and as applicable,
include such annual disclosures required by ASC 280 -10-50-22a through -50-22j.

22. Further, as applicable, include disclosures required by ASC 280 -10-50-32d in your
interim financial statements.

Signatures

23. Please provide all required signatures in the next amendment to your registration
statement.  In this regard, we are unclear what the “*” represents in the signature lines of
your directors and authorized U.S. representative.

We remind you 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.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Joseph Kempf, Staff Accountant,  at (202) 551 -3352 or Ivette Leon,
Assistant Chi ef Accountant, at (202) 551 -3351  if you have questions regarding comments on the
financial statements and related matters.  Please contact William Mastrianna, Attorney -Adviser,
at (202) 551 -3778, Kathleen Krebs, Special Counsel, at (202) 551 -3350,  or me at  (202) 551 -3810
with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Mail Stop 3720
April 8, 2016

Mr. Kia Jing Tan
Chief Financial Officer
Ambow Education Holding Ltd.
18th Floor, Building A, Chengjian Plaza, No. 18
BeiTaiPingZhuag Road, Haidian  District
Beijing 100088
People’s Republic of China

Re: Ambow Education Holding Ltd.
 Form 2 0-F for Fiscal Year Ended December 31, 2014
Filed April 21, 2015
File No. 001-34824

Dear Mr. Tan:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Norwod P. Beveridge, Esq., Loeb & Loeb, LLP
      Tahra Wright, Esq., Loeb & Loeb, LLP
      Lawrence Venick, Esq., Loeb & Loeb, LLP

CORRESP
1
filename1.htm

April 1, 2016

    Re:
    Ambow Education Holding Ltd.

    Form 20-F for Fiscal Year Ended December 31, 2014

    Filed April 21, 2015

    File No. 001-34824

Larry Spirgel

Assistant Director – AD Office 11

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.
(the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in its letter of December 21, 2015 with respect to the Form 20-F
filed on April 21, 2015 (the “20-F”) by the Company. For your convenience, the text of the Staff’s comments is
set forth below, followed in each case by the Company’s response.

Results of Operations

Year ended December 31, 2014 compared with year ended December
31, 2013

Net revenues, page 132, Tutoring, page 135, Career
enhancement, page 137, and K-12 schools, page 138

  1.

 We note from the last paragraph of page 106 and the second paragraph of page 112 that your revenue have declined materially
in part because of “increasing requested refund from the students”. Please explain for us how your revenues can be
materially impacted by such request given your stated practice of not providing refunds. Explain for us whether refunds or credits
or other adjustments were made for the benefit of dissatisfied students during each of the reporting periods, and if so
tell us the terms of those refunds, credits or other adjustments.

Company Response:

The Company respectfully advises
the Staff that its refund policy only applies to educational programs and services, which includes K-12, tutoring and career enhancement.
The standard practice of not providing refunds only applies to sales of software products and services. The Company suspended its
sales of software products and services after 2012. There were no software sales after 2013. As such, the Company will exclude
the section related to “Sales to distributors” from its 2015 Annual Report filing on Form 20-F to avoid any confusion.

The refunds on tuition fees
collected from educational programs and services are only allowed after the first trial session, but before the start of the second
session, after which no refunds are allowed. In other cases, the Company may issue refunds when circumstances require it, such
as the students not receiving the educational program or service they have paid for. In this regard, in 2013, one of the former
owners of the deconsolidated entities in Guangzhou collected advance tuition fees from students but failed to start the educational
programs as promised, which caused these students’ parents to panic and request refunds. As a result, the Company refunded
approximately RMB3.0 million in aggregate to the affected students in 2014. Other than this incident, there was no major refunds
identified in relation to Company’s educational programs and services segment for 2013 and 2014.

 2. Tell us and quantify for us and disclose the separate impact of each factor materially affecting your revenues. Quantify the
impact of declining student enrollments and refunds to students. Quantify also as applicable any material impact on your revenues
due to changing course fee rates.

Company Response:

The Company respectfully advises the Staff that revenues
declined RMB124.5 million from RMB536.5 million in 2013 to RMB412.0 million in 2014. This decline in revenues was mainly caused
by the lower number of student enrollments, decreasing from 114,000 in 2013 to 83,000 in 2014, representing a 27% decrease in revenues
compared to 2013. The revision of tuition fees for the respective segment was not significant for the years ended December 31,
2013 and 2014. Hence, it did not have any material impact on the Company’s revenues in those periods.

There were two main reasons for the decrease in number
of student enrollments: under-performing tutoring business and deconsolidation of four entities.

 - Tutoring revenues declined by RMB89.2 million in 2014

 a. Tutoring centers (excluding deconsolidated entities): revenue declined by RMB65.1 million

Some of the tutoring centers encountered operational
difficulties following the appointment of the Joint Provisional Liquidators (“JPLs”) in June 2013. Under Cayman Islands
law, the authority of the Company’s Board of Directors ceased upon the appointment of JPLs. The JPLs were in charge of the
Company’s operations from June 2013 to May 2014. During this period, a significant number of students and parents cancelled
tutoring classes. In addition, employee morale was also significantly affected. High employee turnover during this period affected
the ability of the Company’s profit centers to attract new student enrollments and generate new revenues.

 b. Impact from the Deconsolidation: revenue declined by RMB24.1 million

There were three entities relating to our tutoring
business that were deconsolidated in 2013 and 2014. The reasons for the deconsolidation of these entities are further elaborated
in response to Comment 4 below.

    　Entity Name
    Deconsolidation date

    Guangzhou DP Tutoring
    December 31, 2013

    Tianjin Tutoring
    September 30, 2013

    Jilin Tutoring
    September 30, 2014

 - Career Enhancement: revenues declined by RMB20.0 million

The decline was mainly caused
from the deconsolidation of the Guangzhou ZS Career Enhancement as of December 31, 2013, which caused the revenue to decrease by
RMB9.0 million. In addition, certain contracts with the partner schools expired in 2014 which caused revenues to decrease by RMB11.0
million. These contracts were subsequently renewed in 2015.

 - K-12: revenues declined by RMB15.3 million

The decline was mainly due to
the different amortization days of revenue basis due to timing of public holidays in China.

The Company will disclose the decrease in number
of enrollments as the major contributing factor that caused the decline in 2014 revenue in its 2015 Annual Report filing on Form
20-F and include disclosure regarding the separate impact of each factor materially affecting the Company’s revenues in future
filings with the Commission.

 3. Similarly, please quantify for us, and if material disclose the impact on your revenues and results of operations caused by
your loss of control over several of your VIEs during the reporting periods.

Company Response:

The Company respectfully advises
the Staff that there was a decrease in revenues in the amount of RMB29.4 million and a decrease in net losses of RMB20.7 million
caused by four VIEs that the Company lost control of in 2013 and 2014.

The impact of deconsolidating
these entities in 2013 was not material, since these entities were deconsolidated towards the last quarter of 2013.

The Company will disclose the impact on its revenues
and results of operations caused by the loss of control of the VIEs during the reporting periods in the Company’s 2015 Annual
Report filing on Form 20-F.

Financial Statements

1. Organization and Principal Activities

c. Major subsidiaries and VIEs, page F-13

26. Deconsolidation, page F-53

 4. Explain for us in reasonable detail how loss of confidence in your Group by personnel at Tianjin Tutoring, Guangzhou DP Tutoring,
Guangzhou ZS Career Enhancement, and Jilin Tutoring resulted in your loss of control over these legal subsidiaries of your
VIEs. Describe how such control was lost. We note that your VIEs own 100% of the legal equity of these four subsidiaries. Explain
for us in detail the legal basis for the refusal by Tianjin Tutoring and Jilin Tutoring to provide you with financial statements.
In this regard please tell us the following:

 · The circumstance surrounding the failure by Tianjin Tutoring and Jilin Tutoring to provide you
with financial statements;

 · The extent to which each of the four subsidiaries continue to operate;

 · Quantify the impact of the loss of these subsidiaries on your revenues and results of operations;

 · Describe your efforts to maintain and to recover control of these subsidiaries of your VIEs;

 · Describe what legal recourse, if any, is available for you to regain control over these four deconsolidated
subsidiaries of your VIEs; and

 · Explain for us why you have not regained such control.

Please address all pertinent accounting literature
in your response and tell us your basis for deconsolidating these four subsidiaries.

Company Response:

The Company respectfully advises the Staff that during
the reporting periods, the appointment of the JPLs caused significant doubts among the students and their parents, as well as the
Company staff about the ability of JPLs to control the Company effectively. As a result, the Company’s revenues decreased
significantly from 2013 to 2014. In addition, cash flow constraints and high employee turnover caused significant operational difficulties.
The JPLs tried to raise funds for the Company during the period, but their attempts were unsuccessful.

All of the management teams of the deconsolidated
entities previously were the former owners of the centers. With decreased revenues and severe liquidity issues, the management
team requested the JPLs to provide financial support to these deconsolidated entities. However, their requests were unanswered.
Given the inadequate support received from the JPLs, these former owners and employees of the deconsolidated entities have all
left. They have taken away the deconsolidated entities company seals, business license and other relevant registration documents
(“the relevant legal items” or “these items”) when they left. In China, these items are important for an
entity to conduct day to day business activities, including entering into employment contracts with teachers, issuing tuition fee
invoices to students, making payments for business expenses, submitting regulatory filings and similar corporate actions. Without
possessing these items the Company did not have control over these entities by the deconsolidation date described above in response
to Comment 2.

Following the dismissal of JPLs and the return of
management authority to the Board of Directors of the Company, the Company regained control over the deconsolidated entities in
the second half of 2015. All the previously mentioned legal items were returned and were placed under the custody of the Company.
However, the deconsolidated entities businesses had ceased.

The Company also respectfully advises the Staff with
respect to specific points listed above:

 · The circumstance surrounding the failure by Tianjin Tutoring and Jilin Tutoring to provide you with financial statements;

 a) Tianjin Tutoring

The relevant legal items, as well as books and records
of Tianjin Tutoring were under the management of the former owner and principal. The Tianjin Tutoring management stopped providing
financial statements to the Group beginning September 30, 2013 as the business was slowing down and they were not satisfied with
the JPL’s management and support. Since then, the former owner and all the employees resigned from their positions in Tianjin
Tutoring. By the deconsolidation date, the Company did not have the ability to control the business activities of Tianjin Tutoring,
therefore the Company decided to deconsolidate this entity. As mentioned in the preceding section, the Company re-established control
over Tianjin Tutoring in the second half of 2015. However all the operations of Tianjin Tutoring had ceased.

 b) Jilin Tutoring

The management of Jilin Tutoring did not receive
the level of expected financial support from the Company after the JPLs took control of the Company. Similar to Tianjin Tutoring,
their business was slowing down and the management was not satisfied with the JPL’s management and support and therefore
they stopped providing financial statements to the Company. The relevant legal items were also under the custody of Jilin Tutoring
management. As such, management and employees of Jilin Tutoring all left the Company after September 30, 2014. By that time, the
Company had decided to deconsolidate this entity. As mentioned in the preceding section, the Company re-established control over
Jilin Tutoring in the second half of 2015. However all the operations of Jilin Tutoring had ceased.

 · The extent to which each of the four subsidiaries continue to operate;

The operations of all four subsidiaries have
completely ceased.

 · Quantify the impact of the loss of these subsidiaries on your revenues and results of operations;

The revenue included in the 2013 Group results
for Tianjin Tutoring, Guangzhou DP Tutoring, Guangzhou ZS Career Enhancement and Jilin Tutoring were RMB7.0 million (nine months),
RMB1.8 million (twelve months), RMB9.0 million (twelve months) and RMB15.3 million (twelve months), respectively; while there were
nil, nil, nil and RMB3.7 million (nine months) of revenue included in 2014 for these deconsolidated entities, respectively.

All the four deconsolidated entities were operating
at a loss in 2013. The net loss for Tianjin Tutoring, Guangzhou DP Tutoring, Guangzhou ZS Career Enhancement and Jilin Tutoring
were RMB10.8 million (nine months), RMB4.1 million (twelve months), RMB6.5 million (twelve months) and RMB1.3 million (twelve months),
respectively; while there was nil, nil, nil and RMB2.0 million (nine months) of net loss in 2014 for these deconsolidated entities,
respectively.

 · Describe your efforts to maintain and to recover control of these subsidiaries of your VIEs;

Following the dismissal of JPLs and with the
return of management authority to the Board of Directors of the Company, the Company regained control of these deconsolidated entities
in the second half of 2015. A legal team has been sent to resolve the issues with the ex-owners. As a result, the management has
successfully regained control over the relevant legal items and the subsidiaries of VIEs. However, all the operations of these
deconsolidated entities have ceased.

 · Describe what legal recourse, if any, is available for you to regain control over these four deconsolidated
subsidiaries of your VIEs; and

As mentioned in the preceding paragraph, the
Company has regained control over these four deconsolidated subsidiaries in the second half of 2015.

 · Explain for us why you have not regained such control.

As mentioned in the preceding paragraph, the
Company has regained control over these four deconsolidated subsidiaries in the second half of 2015.

Determination of deconsolidation and accounting
literature:

Following literature (ASC Subtopic
810-10, paragraph 810-10-40-4) states when a subsidiary should de-consolidated:

A parent shall deconsolidate
a subsidiary or derecognize a group of assets specified in the preceding paragraph as of the date the parent ceases to have a controlling
financial interest in that subsidiary or group of assets. See paragraph 810-10-55-4A for related implementation guidance.

810-10-55 Implementation
Guidance and Illustrations

>>  Deconsolidation
of a Subsidiary

55-4A All
of the following are circumstances that result in deconsolidation of a subsidiary under paragraph 810-10-40-4:

a. A parent sells all
or part of its ownership interest in its subsidiary and, as a result, the parent no longer has a controlling financial interest
in the subsidiary.

b. The expiration of a
contractual agreement that gave control of the subsidiary to the parent.

c. The subsidiary issues
shares, which reduces the parent’s ownership interest in the subsidiary so that the parent no longer has a controlling financial
interest in the subsidiary.

d. The subsidiary becomes
subject to the control of a government, court, administrator, or regulator.

The Company acknowledges that
the facts and circumstances relating to the four deconsolidated VIEs does not come within the examples referred to in the guidance
describ

Mail Stop 3720
February 5 , 2016

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A, Chengjian Plaza, No. 18
BeiTaiPingZhuag  Road, Haidian District
Beijing 100088
People’s Republic of China

Re: Ambow Education Holding Ltd.
 Form 2 0-F for Fiscal Year Ended December 31, 2014
Filed April 21, 2015
File No. 001-34824

Dear Dr. Huang :

We issued comments to you on the above captioned filing on December 21, 2015 .  On
January 20, 2016,  we issued a follow -up letter informing you that those comments remained
outstanding and unresolved, and absent a substantive response, we would act consistent with our
obligations under the  federal securities laws.

 As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate.  These steps include releasing publicly, through the
agency’s EDGAR system, all correspondence,  including this letter, relating to the review of your
filing, consistent with the staff’s decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.

 Please contact Joseph M. Kempf, Senior Staff Accountant  at (202) 551 -3352, Robert S.
Littlepage, Accounting Branch Chief at (202) 551 -3361  or me at (202) 551 -3810 with any
questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Mail Stop 3720
January 20 , 2016

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A, Chengjian Plaza, No. 18
BeiTaiPingZhuag  Road, Haidian District
Beijing 100088
People’s Republic of China

Re: Ambow Education Holding Ltd.
 Form 2 0-F for Fiscal Year Ended December 31, 2014
Filed April 21, 2015
File No. 001-34824

Dear Dr. Huang :

We issued comments to you on the above captioned filing on December 21, 2015 .  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  February 3, 2016 .

 If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, throu gh the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

 Please  contact Joseph M. Kempf, Senior Staff Accountant  at (202) 551 -3352, Robert S.
Littlepage, Accounting Branch Chief at (202) 551 -3361  or me at (202) 551 -3810 with any
questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Directo r
AD Office 11 – Telecommunications

Mail Stop 3720
December 21, 2015

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A, Chengjian Plaza, No. 18
BeiTaiPingZhuag  Road, Haidian District
Beijing 100088
People’s Republic of China

Re: Ambow Education Holding Ltd.
 Form 2 0-F for Fiscal Year Ended December 31, 2014
Filed April 21, 2015
File No. 001-34824

Dear Dr. Huang :

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may  better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circum stances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Results of Operations

Year ended December 31, 2104 compared with year ended December 31, 2013

Net revenues, page 13 2, Tutoring, page 135 , Career enhancement, page 137 , and K-12 schools,
page 138

1. We note from the last paragraph of page 106 and the second paragraph of page 112 that
your revenues have declined materially in part because of “increasing requested refund
from th e students”.  Please explain for us how your revenues can be materially impacted
by such request given your stated practice of not providing refunds.   Explain for us
whether refunds or credits or other adjustments were made for the benefit of dissatisfied
students during each of the reporting periods, and if so tell us the terms of  those refunds,
credits or other adjustments.

Dr. Jin Huang
Ambow Education Holding Ltd.
December 21 , 2015
Page 2

2. Tell us and quantify for us and disclose the separate impact of each factor materially
affecting your revenues.   Quantify the impac t of declining student enrollments and
refunds to students.  Quantify also as applicable any material impact  on your revenues
due to changing course fee rates.

3. Similarly, please quantify for us, and if material disclose  the impact on your revenues and
results of operations caused by your loss of control over several of your VIEs during the
reporting periods.

Financial Statements

1. Organization and Principal Activities

c. Major subsidiaries and VIEs, page F -13

26. Deconsolidation, page F -53

4. Explain for us in reasonable detail how loss of confidence in your Group by personnel at
Tiajin Tutoring, Guangzhou DP Tutoring, Guangzhou ZS Career Enhancement, and Jilin
Tutoring resulted in your loss of control over these legal subsidiaries of your VIEs .
Describe how such control was lost.  We note that your VIEs own 100% of the legal
equity of these four subsidiaries.  Explain for us in detail the legal basis for the refusal by
Tiajin Tutoring and Jilin Tutoring to provide you with financial statements .   In this
regard please tell us the following:

 The circumstance surrounding the failure by Tiajin Tutoring and Jilin Tutoring to
provide you with financial statement s;
 The extent  to which each of the  four subsidiar ies continue to operate;
 Quantify the impact of the loss of these subsidiaries on your revenues and results of
operations;
 Describe your efforts to maintain and to recover control of these subsidiaries of your
VIEs;
 Describe what legal recourse, if any, is available for you to regain control  over these
four deconsolidated subsidiaries of your VIEs; and
 Explain for us why you have not regained such control.

Please address all pertinent accounting literature in your response and tell us your basis
for deconsolidating these four subsidiaries.

5. We note  that your prior consolidation of Tiajin Tutoring, Guangzhou DP Tutoring,
Guangzhou ZS Career Enhancement, and Jilin Tutoring was based on your conclusion
that you controlled eac h of these four subsidiaries.  It appears from your disclosures in
prior filings that these four subsidiaries were governed and controlled in the same manner

Dr. Jin Huang
Ambow Education Holding Ltd.
December 21 , 2015
Page 3

 by which your currently consolidated VIE subsidiaries are controlled.  Explain to us
management’s consideration of this circumstance, the loss of control over the four
subsidiaries, when concluding that the Company’s current consolidation policy is
appropriate with respect to its VIEs and similarly situated subsidiaries.  Also, please tell
us how your arrangements providing control over your currently consolidated
subsid iaries differs from the arrangements that were in place over your deconsolidated
VIE subsidiaries.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Joseph M. Kempf, Senior S taff Accountant  at (202 ) 551 -3352  or Dean
Suehiro, Senior Staff Accountant  at (202) 551 -3384 if you have questions regarding comments
on the financial statements and related matters.  Please contact Emily Drazan, Staff Attorney  at
(202) 551 -3208, Celeste Murphy, Legal Branch Chi ef at (202) 551 -3257  or me at (202) 551 -
3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

July 18 , 2013

Via E -mail
Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian District
Beijing PRC 1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F for fiscal year ended December 31, 2011
Filed May 29, 2012
File No. 001 -34824

Dear Dr. Huang:

We issued comments to you on the above captioned filing on December 21, 2012,
February  15, 2013, April 4, 2013 and May 17, 2013 .  In response to our comments, you
submitted response letters dated January 31, 2013, March 18, 2013, May 2, 2013 and May 31,
2013 which included proposed disclosure to be included in an amendment to your Form 20 -F for
fiscal year ended December 31, 2011.  On July 2 , 2013 , we issued a follow -up letter informing
you that  the amendment to your Form 20 -F for fiscal year ended December 31, 2011 had yet to
be filed  and absent a substantive response, we would act consiste nt with our obligations under
the federal securities laws.

 As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate.  These steps will include our releasing all
correspondence relating to our review on the EDGAR system.

You may contact Dean Suehiro, Staff Accountant , at (202) 551 -3384 , or Robert
Littlepage, Accountant Branch Chief , at (202) 551 -3361 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact Reid Hooper ,
Attorney -Adviso r, at (202) 551 -3359, or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -
3257 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

Jin Huan g
Ambow Education Holding Ltd.
July 18 , 2013
Page 2

cc: Via E -mail
 Steve Lin, Esq.

CORRESP
1
filename1.htm

Ambow Education Holding Ltd. (in Provisional Liquidation)

July 11, 2013

Via Correspondence

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:          Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated July 2, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

We refer to your letter to Dr. Jin Huang, dated July 2, 2013, relating to Ambow Education Holding Ltd.’s (“Ambow” or the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2012 (the “2011 Form 20-F”).

The Company advises the Commission that it is currently unable to file a complete amendment to the 2011 Form 20-F by July 17, 2013 as requested by the Commission.  As previously disclosed in the Company’s filings with the Commission, the audit committee of the board of directors of the Company was conducting an internal investigation into allegations made by a former employee of the Company of financial impropriety and wrongful conduct.  On June 7, 2013, the Grand Court in the Cayman Islands issued an order (the “Order”) appointing joint provisional liquidators (the “Joint Provisional Liquidators”). As a result of the Order, the directors’ powers have ceased and vested in the Joint Provisional Liquidators. The Joint Provisional Liquidators are in the process of engaging independent counsel to complete the internal investigation as soon as practicable.  Prior to the conclusion of the internal investigation and a determination by the Company regarding the remedial action and the effect, if any, of the results of the investigation on the Company’s previously issued financial statements, the Company is unable make the determinations necessary to file an amendment or to obtain a determination from its previous registered independent accounting firm, PricewaterhouseCoopers Zhong Tian CPAs Limited Company (“PwC”), whether it would be willing to consent to include in any amendment to the 2011 Form 20-F PwC’s report related to the financial statements and effectiveness of internal control over financial reporting of the Company for the year ended December 31, 2011. The Company further advises the Commission that the internal investigation is estimated to take approximately three months from the engagement of the independent counsel and will provide the Commission with any available update in due course.

In light of the above, the Company respectfully requests for additional time to file its amendment to the 2011 Form 20-F.

**********

The Company also acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

**********

Should   you have any additional questions or require additional information, please do not hesitate to contact me, Kris Beighton (krisbeighton@kpmg.ky; telephone: +1 345 914 4392; fax: +1 345 949 7164), or our counsel, David Zhang (david.zhang@kirkland.com; telephone: +852.3761.3318; fax: +852.3761.3301) and Benjamin Su (benjamin.su@kirkland.com; telephone: +852.3761.3306; fax: +852.3761.3301) of Kirkland & Ellis.

Sincerely   yours,

/s/   Kris Beighton

Name:   Kris Beighton

Title:   Joint Provisional Liquidator

cc:        Edward Middleton

Wing Sze Tiffany Wong

Jonty Lim

KPMG

David T. Zhang

Benjamin Su

Kirkland & Ellis

Robert Derrett

PricewaterhouseCoopers Zhong Tian CPAs Limited Company

July 2, 2013

Via E -mail
Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian District
Beijing PRC 1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F for fiscal year ended December 31, 2011
Filed May 29, 2012
File No. 001 -34824

Dear Dr. Huang:

 We issued comments to you on the above captioned filing on December 21, 2012,
February 15, 2013, April 4, 2013 and May 17, 2013 .  In response to our comments, you
submitted response letters dated January 31, 2013, March 18, 2013, May 2, 2013 and May 31,
2013  which included proposed disclosure to be included in an amendment to your F orm 20 -F for
fiscal year ended December 31, 2011.  As of the date of this letter, the amendment to your Form
20-F for fiscal year ended December 31, 2011 has yet to be filed.   We expect you to file a
complete amendment to your Form 20 -F for fiscal year end ed December 31, 2011 by July 17,
2013 .

 If you do not respond , we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filings and your di sclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent with the staff’s decision to release publicly comment
letters and response letters relating to disclosure filings it has reviewed.  You can find more
information about the staff’s decision to release filing correspondence at
http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ,
http://www.sec.gov/news/press/2004 -89.htm  and http://www.sec.g ov/news/press/2005 -72.htm .

 You may contact Dean Suehiro, Staff Accountant , at (202) 551 -3384 , or Robert
Littlepage, Accountant Branch Chief , at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Reid Hooper ,
Attorney -Adviso r, at (202) 551 -3359, or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -
3257 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Shuang Zhao, Esq.

CORRESP
1
filename1.htm

[Letterhead of Ambow Education Holding Ltd.]

May 31, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated May 17, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

I refer to your letter to Ms. Jin Huang, dated May 17, 2013, relating to Ambow Education Holding Ltd.’s (“Ambow” or the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2012 (the “2011 Form 20-F”).

Set forth below are the Company’s responses to the comments contained in the letter dated May 17, 2013 from the staff of the Commission (the “Staff”) (the numbered paragraphs below correspond to the paragraphs of the Staff’s comment letter, which have been retyped below in bold for your ease of reference).

Form 20-F for Fiscal Year Ended December 31, 2011

Organizational Structure, page 45

1.              We note your responses to comments 1-3. Specifically, we note your organizational chart provided as Annex A to your response letter dated May 2, 2013, provides a straight line representing both equity interests in the tutoring centers in the form companies and sponsorship interests in private schools. Please revise your organizational chart to use a separate marking that clearly distinguishes between equity interest for companies and sponsorship interest for private schools. Further, we note your response to comments 2 and 3 indicating that a sponsorship interest under the Law of Promoting Private Education is “substantially similar and functional equivalent” to the equity interest under the PRC Company Law. As noted in our prior comment 2 in our letter dated April 4, 2013, please revise your disclosure to clearly distinguish between equity  interests under the PRC Company Law and sponsorship interests under the Law of Promoting Private Education.

In response to the Staff’s comment, the Company will include the revised organizational chart as Annex A attached hereto in an amendment to the 2011 Form 20-F.

In addition, the Company will include the following disclosure in an amendment to the 2011 Form 20-F:

“Sponsorship interest under the Law of Promoting Private Education is substantially similar to equity interest under the PRC Company Law.  Minor differences are illustrated in the following perspectives:

(1) right to receive return on investment

Shareholders of companies are entitled to dividends for their investment, while not all sponsors of private schools can claim returns on their investment in the private schools. Under the Law of Promoting Private Education, the sponsors of a private school may decide whether to require reasonable returns or not on their contributions to the private school, and accordingly private schools can be classified into schools whose sponsors require reasonable returns (hereinafter each a “RRR School”) and schools whose sponsors do not require reasonable returns (hereinafter each a “NRRR School”). Sponsors of a RRR School are entitled to receive profit distribution from the school while sponsors of a NRRR School cannot.

(2) the portion of after-tax profits available for distribution

The proportion of after-tax profits that can be distributed by a company to its shareholders is different from that can be distributed by a RRR school to its sponsors. Under the PRC Company Law, a company is required to allocate 10% of its after-tax profits to statutory reserve funds before making dividends to its shareholders while, under the Law for Promoting Private Education, a RRR School is required to allocate no less than 25% of its annual net profit to its development fund and make allocation for mandatory expenses as required by applicable laws and regulations.”

2

Note 1.d. VIE arrangements, page F-13

2.              Please tell us the impact consolidation of Ambow Shida had on your financial position, financial performance and cash flows for the past two years.

The Company respectfully advises the Staff the impact consolidation of Ambow Shida had on the consolidated financial statements of the Company from following aspects:

·                  Financial position:

a.              Consolidated cash and cash equivalent of Ambow Shida was approximately RMB280.1 million and RMB198.3 million as of December 31, 2010 and 2011, representing approximately 32.2 % and 42.1% of the consolidated cash and cash equivalent balance of the Company, respectively.

b.              Consolidated financial statement of Ambow Shida shows an net liability balance of approximately RMB120.1 million and RMB155.4 million as of December 31, 2010 and 2011, while consolidated financial statement of the Company shows net asset of approximately RMB2,680.0 million and RMB2,711.6 million, respectively.

·                  Financial performance:

a.              Consolidated net revenue of Ambow Shida was approximately RMB370.3 million and RMB426.9 million for the years ended December 31, 2010 and 2011, representing approximately 30.4% and 25.6% of the consolidated net revenue of the Company, respectively.

b.              Consolidated financial statement of Ambow Shida shows net loss of approximately RMB34.8 million and RMB22.7 million for the years ended December 31, 2010 and 2011, while consolidated financial statement of the Company shows net profit of approximately RMB66.3 million and RMB21.2 million, respectively.

·                  Cash flow:

a.              Consolidated net operation inflow of Ambow Shida was RMB159.3 million and RMB165.1 million for the years ended December 31, 2010 and 2011, representing 34.9% and 55.6% of the consolidated net operating cash inflow of the Company, respectively.

b.              Consolidated total net cash changes of Ambow Shida was an inflow of RMB217.1 million and an outflow of RMB81.8 million for the years ended December 31, 2010 and 2011,  representing 47.3% and 20.5% of the consolidated total net cash changes of the Company, respectively.

3.              Please describe to us the history of how the shareholders of Ambow Shida came to own their shares. In your response, explain at a minimum the following:

a. Whether the three shareholders have always owned the shares;

b. If not, who owned the shares prior their gaining ownership;

c. When did they obtain ownership and whether they paid any consideration to get ownership; and

d. Who nominated them to be nominee shareholders.

3

(1) Ambow Shida was established on July 30, 2004 by Ambow Technology Company Limited, or Ambow Technology, Jianguo Xue, Xiaogang Feng, Xuejun Xie and Beijing Normal University Tech-Zone Technology Development Co., Ltd. on behalf of us.  All the registered capital of Ambow Shida was provided by Ambow Online through Ambow Technology. The equity structure of Ambow Shida at establishment was set out below:

Name of Investors

Capital Contribution
   (RMB)

Equity
   Interest

Percentage

Jianguo Xue

300,000

10

%

Xiaogang Feng

150,000

5

%

Xuejun Xie

300,000

10

%

Ambow Technology Company Limited

1,800,000

60

%

Beijing Normal University Tech-Zone Technology Development Co., Ltd.

450,000

15

%

Total

3,000,000

100

%

(2) In order to simplify the equity structure and strengthen management, we instructed Xiaogang Feng and Ambow Technology to transfer all his and its equity interests in Ambow Shida of 5% and 60%, respectively, to Xuejun Xie. After the aforesaid equity transfer which was completed in May 2005, the equity structure of Ambow Shida was as follows:

Name of Investors

Capital Contribution

(RMB)

Equity
   Interest
   Percentage

Jianguo Xue

300,000

10

%

Xuejun Xie

2,250,000

75

%

Beijing Normal University Tech-Zone Technology Development Co., Ltd.

450,000

15

%

Total

3,000,000

100

%

(3) For the purpose of further simplifying equity structure and management, we instructed Beijing Normal University Tech-Zone Technology Development Co., Ltd. to transfer all of its equity interest in Ambow Shida of 15% to Xuejun Xie. After the aforesaid equity transfer which was completed in December 2008, the equity structure of Ambow Shida was as follows:

Name of Investors

Capital Contribution (RMB)

Equity Interest
   Percentage

Jianguo Xue

300,000

10

%

Xuejun Xie

2,700,000

90

%

Total

3,000,000

100

%

Jianguo Xue and Xuejun Xie are nominee shareholders nominated by us. All the equity transfers were conducted in our direction. No consideration was paid during all equity interest transfers above.

4

4.              Please expand your disclosures to describe all relationships with the VIE shareholders, including their nominee relationship and employment relationship.

In response to the Staff’s comment, the Company will include the following disclosure in an amendment to the 2011 Form 20-F:

Except as disclosed in the following table, we have no relationships with our VIE shareholders:

Name

Beneficial
   Ownership in the
   Company (%) as of
   December 31, 2011

Contractual   Arrangement (share pledge
   agreement, call option agreement, powers
   of attorney and loan agreement)*

Employment

Yisi Gu

0.48%

Contractual   arrangement that provides us with effective control over Suzhou Wenjian

Our   Senior Vice President and Chief Technology Officer

Xuejun   Xie

0.90%

Contractual   arrangement that provides us with effective control over Ambow Shida, Ambow   Shanghai, Ambow Sihua and Suzhou Wenjian

Our   Vice President, Human Resources and Administration and Director

Jianguo   Xue

0.53%

Contractual   arrangement that provides us with effective control over Ambow Shida

Our   Vice President, Sales

Xiaogang   Feng

nil

Contractual   arrangement that provides us with effective control over Ambow Shanghai,   Ambow Sihua and Suzhou Wenjian

Our   Vice President, Public Relations and Meger and Acquisition

* For  more details of such contractual arrangement, please refer to “Item 4 — Information on the Company — C. Organizational Structure — Agreements that provide effective control over our VIEs and their respective subsidiaries”

5.              Please tell us whether any other individual (e.g., Dr. Huang) or entity can replace these individuals as nominee shareholders of Ambow Shida.

The Company respectfully advises the Staff that, pursuant to the call option agreement among AECL, Xuejun Xie and Jianguo Xue, AECL shall have sole discretion to decide when to exercise the option to replace existing individuals with other persons or entities suitable to be nominee shareholders of Ambow Shida. We nominated Xuejun Xie and Jianguo Xue as shareholders of Ambow Shida because they have been senior offers of the Company.

5

6.              We note that the VIE shareholders are also employees of the Ambow Education Holding Ltd. Please tell us whether Dr. Huang as Chief Executive Officer has the  unilateral ability to terminate their employment. If not, explain to us who must approve their termination.

The Company respectfully advises the Staff that Dr. Huang as Chief Executive Officer has no unilateral ability to terminate their employment. A majority of the directors are entitled to approve their termination.

7.              Please disclose the amount of cash disaggregated by currency denomination as of the most recent balance sheet dates in each jurisdiction in which your affiliated entities are domiciled. For entities within China, disclose the amount of cash held by VIEs separately from the amount of cash held by other entities.

In response to the Staff’s comment, the Company will include the following disclosure in its financial statements in an amendment to the 2011 Form 20-F:

The following table sets forth a breakdown of our cash and cash equivalents by currency denomination and jurisdiction as of December 31, 2011:

Currency in million

Jurisdiction

USD

Cayman Island

1.1

Hong Kong

0.3

Non-VIEs in China

1.8

Total USD

3.2

RMB

VIEs in China

402.6

Non-VIEs in China

48.3

Total RMB

450.9

**********

6

Should you have any additional questions or require additional information, please do not hesitate to contact me, Ms. Jin Huang (jin.huang@ambow.com; telephone: +86.10.6206.8001; Fax: +86.10.6206.8100), or our attorney, Ms. Shuang Zhao (shuang.zhao@shearman.com; telephone: +852.2978.8002; fax: +852.2978.8099).

Sincerely yours,

/s/ Jin Huang

Name:

Jin Huang

Title:

President and Chief Executive Officer

7

Annex A

8

9

10

11

May 17 , 2013

Via E -mail
Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian  District
Beijing PRC 1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F for fiscal year ended December 31, 2011
Filed May 29, 2012
Response filed May 2 , 2013
File No. 001 -34824

Dear Dr. Huang:

We have reviewed your response dated May 2 , 2013  and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 20 -F for fiscal year ended December 31, 2011

Organizational Structure, page 45

1. We note your responses to comments 1 -3.  Specifically, we note your organizational
chart provided as Annex A to your response letter dated May 2, 2013 , provides a straight
line representing  both equity interest s in the tutoring centers in the form companies and
sponsorship interest s in private schools .  Please revise your organizational chart to use a
separate marking that clearly distinguishes between equity interest for companies and
sponsorship intere st for private schools .  Further, we note your response to com ments 2
and 3 indicating that a sponsorship interest under the Law of Promoting Private
Education is “substantially similar and functional equivalent” to the equity interest under

Jin Huang
Ambow Education Holding Ltd.
May 17, 2013
Page 2

 the PRC Company Law.  As noted in our prior comment 2 in our letter dated Ap ril 4,
2013, p lease revise your discl osure to clearly distinguish between equity interest s under
the PRC Company Law and  sponsorship interest s under the Law of Promoting Private
Education.

Note 1.d. VIE arrangements, page F -13

2. Please tell us the impact  consolidation of Ambow Shida had on your financial position,
financial performance and cash flows for the past two years.

3. Please describe to us the history of how the shareholders of Ambow Shida came to own
their shares.  In your response, explain at a m inimum the following:

a. Whether the three shareholders have always owned the shares;
b. If not, who owned the shares prior their gaining ownership;
c. When did they obtain ownership and whether they paid any consideration to get
ownership; and
d. Who nominated them to be nominee shareholders.

4. Please expand your disclosures to describe all relationships with the VIE shareholders,
including their nominee relationship and employment relationship.

5. Please tell us whether any other individual (e.g., Dr. Huang) or entity can replace these
individuals as nominee shareholders of Ambow Shida.

6. We note that the VIE shareholders are also employees of the Ambow Education Holding
Ltd.  Please tell us whether Dr. Huang as Chief Executive Officer has the unilateral
ability to termi nate their employment.  If not, explain to us who must approve their
termination.

7. Please disclose the amount of cash disaggregated by currency denomination as of the
most recent balance sheet dates in each jurisdiction in which your affiliated entities ar e
domiciled.  For entities within China, disclose the amount of cash held by VIEs
separately from the amount of cash held by other entities.

You may contact Dean Suehiro, Staff Accountant , at (202) 551 -3384 , or Robert
Littlepage, Accountant Branch Chief , at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Reid Hooper ,

Jin Huang
Ambow Education Holding Ltd.
May 17, 2013
Page 3

 Attorney -Adviso r, at (202) 551 -3359, or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -
3257 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Shuang Zhao, Esq.

CORRESP
1
filename1.htm

[Letterhead of Ambow Education Holding Ltd.]

May 2, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated April 4, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

I refer to your letter to Ms. Jin Huang, dated April 4, 2013, and your certain verbal comments provided on April 17, 2013 relating to Ambow Education Holding Ltd.’s (“Ambow” or the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2012 (the “2011 Form 20-F”).

Set forth below are the Company’s responses to the comments contained in the letter dated April 4, 2013 from the staff of the Commission (the “Staff”) and certain verbal comments provided to the Company by the Staff on April 17, 2013 (the numbered paragraphs below correspond to the paragraphs of the Staff’s comment letter, which have been retyped below in bold for your ease of reference).

Form 20-F for Fiscal Year Ended December 31, 2011

Organizational Structure, page 45

1.              Please expand your organizational chart to include the entities owned by the VIEs and other parties, including the VIE shareholders and their ownership percentages in the VIEs and you, as applicable. Further, include disclosure regarding any relationships between the parties.

In response to the Staff’s comment, the Company will include the organizational chart as Annex A attached hereto in an amendment to the 2011 Form 20-F.

The Company supplementally advises the Staff that, as disclosed on page 84 of the 2011 Form 20-F, three shareholders of the VIEs, namely Yisi Gu, Xuejun Xie and Jianguo Xue are also beneficial owners of the Company. The Company will file an amendment to the 2011 Form 20-F to include a table setting forth the beneficial ownership of each of three persons in the Company, respectively, as of December 31, 2011, as follows:

Name

Beneficial Ownership
   in the Company (%)
   as of December 31,
   2011

Yisi Gu

0.48

%

Xuejun Xie

0.90

%

Jianguo Xue

0.53

%

The Company will also include in an amendment to the 2011 Form 20-F the following disclosure:

“Except as disclosed in this annual report, including contractual control arrangements and VIE shareholders’ beneficial ownership in the Company and equity interest in VIEs, there are no relationships between the parties. Other than the voting proxies given to Dr. Jin Huang as disclosed in this annual report, the Company is not aware of any relationship or arrangement between or among any shareholders that would enable any of them to control, in substance or contractually, any other shareholder’s vote.”

2.              We note that each of Ambow Shida, Ambow Sihua and Ambow Shanghai is a controlling entity operating one of your business lines, including tutoring centers, K-12 schools, career enhancement service centers and campuses, as well as one college, and each owns certain interests in a number of schools and entities. You disclose their interests as of December 31, 2011 as equity interests. Please tell us if the schools and centers described in these business lines are run through sponsorship agreements and if so, disclose the distinction between sponsorship agreements and equity ownership interests here and throughout your document.

The Company respectfully advises the Staff that, under relevant PRC laws, an entity engaged in private education business can be registered either as a private school according to the Law of Promoting Private Education or as a company according to the PRC Company Law, provided that those private educational institutions which grant diplomas shall be registered as private schools. As of December 31, 2011, the Company had across its four operating segments a total of 33 private schools and eight companies conducting private education businesses. Please refer to our response to comment 1 in the Staff’s letter dated December 21, 2012 for details of such private schools and companies.

According to the Law of Promoting Private Education, the sponsors of a private school shall make capital contributions to the school, formulate its articles of

2

association and appoint the directors to its board (other than representatives of the faculty and staff). The board of directors in turn will appoint the principal who handles the day-to-day affairs of the school. The sponsors of private schools may choose whether to require reasonable returns or not for their contributions to the school, and  accordingly private schools can be classified into schools whose sponsors require reasonable returns (hereinafter each a “RRR School”) and schools whose sponsors do not require reasonable returns (hereinafter each a “NRRR School”). Sponsors of a RRR School may receive profit distribution from the school while sponsors of a NRRR school cannot. No matter whether sponsors require reasonable returns or not, sponsors can transfer the sponsorship interest in private schools to other parties and are entitled to the residual properties of the school after it is liquidated. In conclusion, except that sponsors may not claim returns from a NRRR school, sponsorship interest under the Law of Promoting Private Education is substantially similar and functional equivalent to the equity interest under the PRC Company law.

The Company respectfully advises the Staff that, the VIEs control the private schools through appointment of directors (which in turn appoint principals of the school) , a statutory power arising out of sponsorship interests as provided for under the Law of Promoting Private Education, rather than by sponsorship agreements.

Note 1.d. VIE arrangements, page F-13

3.              We note your response to comment 9. Please clarify for us how the Holdco VIEs have a 100 % equity interest in the schools. Explain whether the schools separate legal entities.

As explained in our response to Comment 2 above, the sponsors of a private school enjoy sponsorship interests in the schools substantially similar and functional equivalent to equity interests in a company, and for the benefit of easy reading, we have used “equity interests” to refer to both equity interests in the tutoring centers in the form of companies and sponsorship interests in private schools. The Company respectfully advises the Staff that, the VIEs have, directly or indirectly, a 100% equity interest in all the subsidiary schools except for:

(1)         Shandong Outbound Training School (77% equity interest);

(2)         Guangzhou Jinqiao Technology School (95% equity interest);

(3)         Beijing Haidian SIWA Twenty-one Century Education Training Center (95% equity interest);

(4)         Changsha K-12 Experimental School (70% equity interest);

(5)         Changsha Kindergarten (70% equity interest);

(6)         Shenyang K-12 School (90% equity interest);

(7)         Shenyang Hanwen Educational Training School (90% equity interest)

In addition, as disclosed in the 2011 Form 20-F, the Company has acquired a right to operate Beijing 21st Century International School for a period of 15 years.

3

All the schools are separate legal entities under PRC laws. They have their own decision-making bodies and internal management departments. They may enrol students, recruit teachers and conclude all kinds of contracts in their own name. They shall assume their civil liabilities separately and independently.

4.              Explain to us in more detail how you concluded that the schools requiring reasonable rate of returns are not VIEs and that the schools not requiring reasonable rate of returns are VIEs

The Company respectfully advises the Staff that in the response to comment 9 in Staff’s letter dated February 15, 2013, the Company had categorized the schools / colleges into two categories, requiring reasonable returns and not requiring reasonable returns. Entities in both of these categories are legal subsidiaries of the Holdco VIEs (Ambow Shanghai, Ambow Shida and Ambow Sihua). As discussed in such previous response, under the provisions of ASC 810-10, all majority-owned subsidiaries must be consolidated unless control does not rest with the majority owner. However, given the US GAAP requires the Company to first look into the VIE model prior to applying voting interest entity model, the Company has performed the required VIE assessment for each school requiring reasonable returns and concluded the schools are not VIEs given:

·                       The schools are not thinly capitalized. Because the Schools have sufficient equity to fund the entity’s daily activities and business of the schools normally make advance proceeds which also fully funded the Schools daily operation.

·                       The equity holders at risk (i.e. the Holdco VIEs) have the ability to make decisions regarding the schools’ activities. According to articles of association of the schools, the Holdco VIEs are granted the ability to appoint directors to choose the schools key executives, review the budget, and make decision on activities that would significantly impact the schools performance.

·                       The schools are not designed or set up to be VIEs, and, based on the articles of association of schools, Holdco VIEs do have voting rights to participant in the schools operation. Besides, most of the schools were becoming subsidiaries of the Holdco VIEs through a series of acquisitions, purposes for which are to earn the decision making voting rights and control of the schools.

·                       The equity holders have the obligation to absorb the expected losses of the schools. As the Holdco VIEs are the legal equity holders of the schools, they contributed the capital and bear expenses as the legal relationship allows. Further, the Ministry of Education permit the equity holders in the schools to obtain reasonable returns.

Conclusion: Based on the above, schools requiring reasonable returns are not VIEs and the voting interest entity model applies. The Company consolidates the schools, through the consolidation of its Holdco VIEs, as it has a controlling interest in the schools.

For schools not requiring reasonable returns, according to the Private Education Promotion Law, the law that regulates the private education industry in China, schools not requiring reasonable returns are prohibited from distributing annual dividends. The Company has performed the consolidation assessment under the VIE model, and

4

concluded that these schools are VIEs and the Company shall, through its Holdco VIEs, consolidate the schools as they have a variable interest in them and are the primary beneficiaries. Following points are the assessment that the Company has performed for concluding the VIE model and consolidation:

·                       The schools are not thinly capitalized. Because the Schools have sufficient equity to fund the entity’s daily activities and business of the schools normally make advance proceeds which also fully funded the Schools daily operation. This criteria is not met for concluding the VIE model for consolidation.

·                       The equity holders at risk (i.e. the Holdco VIEs) have the ability to make decisions regarding the schools’ activities. According to articles of association of the schools, the Holdco VIEs are granted the ability to appoint directors to choose the schools key executives, review the budget, and make decision on activities that would significantly impact the schools performance. This criteria is not met for concluding using the VIE model for consolidation.

·                       The schools are not designed or set up to be VIEs, and, based on the articles of association of schools, Holdco VIEs do have voting rights to participant in the schools operation. Besides, most of the schools were becoming subsidiaries of the Holdco VIEs through a series of acquisitions, purposes for which are to earn the decision making voting rights and control of the schools. This criteria is either not met for concluding the VIE model for consolidation.

·                       The equity holders have the obligation to absorb the expected losses of the schools. As the Holdco VIEs are the legal equity holders of the schools, they contributed the capital and bear expenses as the legal relationship allows. HOWEVER, the Ministry of Education DOES NOT permit the equity holders in the schools to obtain reasonable returns so the equity holders do not have the right to absorb expected residual returns, which triggered the assessment on VIE model for consolidation based on following additional considerations:

·            The Company is not able to receive any dividends from such schools, as China Private Education Promotion Law prohibits such schools from distributing dividends.

·            The Company has a variable interest in these entities as it is able to extract profits through technical and management agreements. To date, the Company has extracted profits through software agreements with the schools where profits have arisen. Technical agreements and management agreements with the schools would be used to extract profit if such schools are making profits. If the schools are in a loss-making position, technical agreements or management agreements have not been used to extract profits.

·            The Company is the primary beneficiary of the schools, as the responsibility for day to day operation of the schools rests with the Company. It is the Company, through its control over the Holdco VIEs, that has the power to direct the schools’ most significant activities for as long as the Holdco VIEs remain the equity holders of the schools.

5

·            Should one of the schools not requiring reasonable returns enter into liquidation, the Private Education Promotion Law is not clear as to how any remaining residual assets will be distributed and as to whether the Holdco VIEs, as equity holders of the schools, will be entitled to recover the value of any remaining assets that exceed the original contribution of the Holdco VIEs. We are of the opinion that, under the laws of the PRC, the residual properties of a private school will be distributed to the investors, subject to any donated properties being redistributed in accordance with PRC Donation Law. The distribution of such assets is likely to be subject to the Local Education Bureau approval, and will be determined on a case by case basis. In the event that liquidation should arise, the properties would not belong to the PRC government, and the PRC government’s role is only to ensure the proper future usage of the school’s residual assets, rather than to take ownership over those assets and liabilities.

·            In relation to the entitlement to receive a significant portion of the schools’ expected residual returns, the Company actually controls all the significant activities and daily operations of the schools. It can cause the schools to sign various contracts with the Company or its subsidiaries and the Company will be entitled to the school’s expected residual return through these technical service agreements or software agreements. Therefore, as long as the Company can receive a significant portion of the schools’ profits under the technical service agreements or software agreements, the assets available for distribution upon liquidation would remain minor. In that case, it is considered that the Company is entitled to receive the significant portion of the schools’ expected residual returns.

Conclusion: Based on the discussion above, schools not requiring re

CORRESP
1
filename1.htm

April 18, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:

Ambow Education Holding Ltd.

Form 20-F for Fiscal   Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated   February 15, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

Pursuant to our telephonic discussion with the staff of the U.S. Securities and Exchange Commission (the “Staff”) on April 17, 2013, in order to prepare accurate and complete answers to the Staff’s certain verbal comments relating to Ambow Education Holding Ltd.’s annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on May 29, 2012, we respectfully request an extension of the deadline to May 2, 2013 to respond to the Staff’s verbal comments along with your letter to Ms. Jin Huang, dated April 4, 2013.

Should you have any additional questions or require additional information, please do not hesitate to contact me, Ms. Jin Huang (jin.huang@ambow.com; telephone: +86.10.6206.8001; Fax: +86.10.6206.8100), or our attorneys, Ms. Shuang Zhao (shuang.zhao@shearman.com; telephone: +852.2978.8002; fax: +852.2978.8099).

Very truly yours,

/s/ Jin Huang

Name:

Jin Huang

Title:

President and Chief Executive Officer

April 4 , 2013

Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian District
Beijing PRC 1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F
Filed May 29, 2012
Response filed March 18 , 2013
File No. 001 -34824

Dear Dr. Huang:

We have reviewed your response filed March 18 , 2013  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Organizational Structure, page 45

1. Please expand your organizational chart to include the entities owned by the VIEs  and
other parties, including the VIE shareholders and their ownership percentages in the VIEs
and you, as applicable.  Further, include disclosure regarding any relationships between
the parties.

2. We note that each of Ambow Shida, Ambow Sihua and Ambow Shanghai is a controlling
entity operating one of your business lines, including tutoring centers, K -12 schools,
career enhancement service centers and campuses, as well as one college, and each owns
certain interests in a number of schools and entities. You disclose their interests as of
December  31, 2011 as equity interests.  Please tell us if the schools and centers described
in these business lines are run through sponsorship agreements and if so, disclose the

Jin Huang
Ambow Education Holding Ltd.
April 4 , 2013
Page 2

 distinction between sponsorship agreements and equity ownership interests here and
throughout your document.

Note 1.d. VIE arrangements, page F -13

3. We note your response to comment 9.  Please clarify for us how the Holdco VIEs have a
100 % eq uity interest in the schools.  Explain whether the  schools separate legal entities.

4. Explain to us in more detail how you concluded that the schools requiring reasonable rate
of returns are not VIEs and that the schools not requiring reasonable rate of returns are
VIEs.

You may contact Dean Suehiro, Staff Accountant , at (202) 551 -3384 , or Robert
Littlepage, Accountant Branch Chief , at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Reid Hooper ,
Attorney -Adviso r, at (202) 551 -3359, or Celeste M. Murphy, Legal Branch Chief , at (202) 551 -
3257 with any other questi ons.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

cc: Via E -mail
 Todd Hamblet
KJ Tan

CORRESP
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filename1.htm

[Letterhead of Ambow Education Holding Ltd.]

March 18, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated February 15, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

I refer to your letter to Ms. Jin Huang, dated February 15, 2013, relating to Ambow Education Holding Ltd.’s (“Ambow” or the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2012 (the “2011 Form 20-F”).

Set forth below are the Company’s responses to the comments contained in the letter dated February 15, 2013 from the staff of the Commission (the “Staff”) (the numbered paragraphs below correspond to the paragraphs of the Staff’s comment letter, which have been retyped below in bold for your ease of reference).

Form 20-F for Fiscal Year Ended December 31, 2011

General

1.                                      We note your responses indicating that you will provide the proposed revised disclosure in future filings. Please note that we expect this disclosure to be included in an amendment to your filing.

The Company confirms that the Staff’s comment is duly noted and the Company will file an amendment to the 2011 Form 20-F to include all changes in disclosure committed to the Staff.

2.                                      We note your response to comment 2 from our letter dated December 21, 2012. Please expand your proposed disclosure to identify the nature of the “more stringent restrictions” imposed on foreign-invested entities providing tutoring services.

In response to the Staff’s comment, the Company will file an amendment to the 2011 Form 20-F include the following disclosure under “Item 3. Key Information — D. Risk Factors — Risks Related to Regulation of Our Business and Our Corporate Structure —All aspects of our business are subject to extensive regulation in China, we may not be in full compliance with these regulations and our ability to conduct business is highly dependent on our compliance with this regulatory framework. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties” and “Item 4.B Information on the Company—Business Overview—Regulations—Foreign investment in education service industry” (changes made to proposed revised disclosure in our responses to the Staff’s letter dated December 21, 2012 are underlined and in bold for your ease of reference):

“Currently, PRC laws and regulations do not explicitly impose restrictions on foreign investment in the tutoring service sector in China. However, some local government authorities in the PRC have adopted different approaches in granting licenses and permits (particularly, imposing more stringent restrictions on foreign-invested entities) for entities providing tutoring services. In some areas, local government authorities do not allow foreign-invested entities to establish private schools to engage in tutoring services, other than in the forms of Sino-foreign cooperative schools or international schools. Under current PRC laws, the foreign contributors of Sino-foreign cooperative schools shall be foreign educational institutions such as universities or colleges instead of foreign companies. As a foreign company, we are not qualified to run Sino-foreign cooperative schools in China. International schools are schools only for children of aliens in China and shall not admit any children of Chinese citizens.”

“We conduct our K-12 school and tutoring business and provide online services in China primarily through contractual arrangements between Ambow Online, our principal operating subsidiary in China, and our VIEs, and their respective shareholders.”

“According to the Foreign Investment Industries Guidance Catalog, or Foreign Investment Catalog, which was amended and promulgated by the National Development and Reform Commission, or NDRC, and the MOFCOM on December 24, 2011 and became effective on January 30, 2012, foreign investment is encouraged to participate in higher education and vocational training services. The foreign investment in higher education has to take the form of a Sino-foreign equity or cooperative joint venture. Senior high school education in grades 10-12 is a restricted industry. The foreign investment in senior high school education has to take the form of a cooperative joint venture. Foreign investment is banned from compulsory education, which means grades 1-9. Foreign investment is allowed to invest in after-

2

school tutoring services which do not grant diplomas. However, many local government authorities in the PRC have adopted different approaches in granting licenses and permits (particularly, imposing more stringent restrictions on foreign-invested entities) for entities providing tutoring services.  In some areas, local government authorities do not allow foreign-invested entities to establish private schools to engage in tutoring services, other than in the forms of Sino-foreign cooperative schools or international schools. Under current PRC laws, the foreign contributors of Sino-foreign cooperative schools shall be foreign educational institutions such as universities or colleges instead of foreign companies. As a foreign company, we are not qualified to run Sino-foreign cooperative schools in China. International schools are schools only for children of aliens in China and shall not admit any children of Chinese citizens. As of December 31, 2011, we had a total of 183 centers and schools, comprised of 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college. We conduct our education business in China primarily through contractual arrangements among our subsidiaries in China and VIEs. Our VIEs and their respective subsidiaries, as PRC domestic entities, hold the requisite licenses and permits necessary to conduct our education business in China and operate our tutoring centers, K-12 schools, career enhancement centers and colleges.”

Agreements that provide effective control over our VIEs, page 49

3.                                      We note your response to comment 18 from our letter dated December 21, 2012 and your assertion that public auction would only be a remedy when Ambow Online “does not have control over the VIE shareholders and thus cannot cause the VIE shareholders to enter into equity transfer agreements.” Please tell us whether you believe you currently have “control” over the VIE shareholders and explain the basis for that assertion. If the control you are referencing is derived from your contractual agreements with such shareholders, please expand your proposed disclosure to address the fact that your control is solely based upon the parties’ compliance with the terms of such contracts.

The Company respectfully advises the Staff that the Company believes it currently has control over the VIEs and their shareholders. With the share pledge arrangements, powers of attorney and call option rights in place, Ambow Online, the Company’s Wholly Foreign Owned Enterprise, has obtained pledges of the VIEs shares from the VIE shareholders, obtained the right to attend the shareholders’ meetings of VIEs and make all significant decisions relating to the VIEs such as the appointment of directors or liquidation of VIEs, and acquired options to purchase from VIE shareholders all or part of their shares of VIEs to the extent permitted by PRC laws. Without the consent of the Company, VIE shareholders may not transfer their shares or conduct any other acts that will materially affect the business and operations of VIEs.

Although control over VIEs is derived from the contractual agreements with the VIE shareholders, the control over VIE shareholders is not solely based upon the parties’ compliance with the terms of such contracts:

3

(1)         Under the current contractual arrangements, all the shares of VIEs held by VIE shareholders are pledged for the benefit of Ambow Online.  Since the pledge under each of the share pledge agreements has been registered with the local SAIC, according to PRC laws and regulations, the VIE shareholders shall not transfer the pledged equity without the consent of Ambow Online. If VIEs fail to comply with their obligations under the contractual agreements, the Company may dispose of the pledged equity in accordance with relevant laws and regulations without the consent or cooperation of the VIE shareholders.

(2)         By entering into the call option agreements, the Company has acquired call options to purchase from VIE shareholders all or part of their shares of VIEs to the extent permitted by PRC laws. Prior to the exercise of such call options, VIE shareholders shall not transfer all or part of their shares to any third party without the consent of the Company.  However, the Company may designate, at any time, any person to purchase the shares of VIEs from current VIE shareholders. Therefore, in the event of any breach by VIE shareholders of the contractual agreements, the Company may exercise the call option to replace the defaulting shareholders with persons designated by the Company.

(3)         Pursuant to powers of attorney , VIE shareholders have entrusted all the rights to exercise their voting powers to Ambow Online, including without limitation, the power to sell, transfer or pledge, in whole or in part, such shareholder’s equity interests in VIEs and to nominate and appoint the legal representative, directors, supervisors, general managers and other senior management of VIEs. As such, all significant matters concerning VIEs are decided by Ambow Online.

Based on the abovementioned reasons, the Company believes that it currently has control over the VIEs and their shareholders and such control is not solely based upon the parties’ compliance with the terms of such contracts.

4.                                      We note your response to comment 19 from our letter dated December 21, 2012. Please revise your disclosure to clearly state that the company has, in its discretion, determined that no further service fees will be charged.

In response to the Staff’s comment, the Company will in an amendment to 2011 Form 20-F include the following disclosure under “Item 5.B — Liquidity and Capital Resources” (changes made to existing disclosure are underlined and in bold for your ease of reference):

“As a result of software sales agreements, service agreements and management consulting agreements entered into between Ambow Online and the VIEs’ subsidiaries in the ordinary course of business on an ongoing basis, we, through Ambow Online, have been receiving revenues (in the form of cash) from VIEs and its subsidiaries and thus leaving the VIEs together with their subsidiaries with no profit. Therefore, to date, we have, at our discretion, determined that no further services under technology service agreements and exclusive cooperation agreements will be charged for the time being and have not received any payments under these agreements.”

4

5.                                      We note your response to comment 20 from our letter dated December 21, 2012 and your assertion that the current shareholders could not “effectively revoke” the power of attorney as a result of the prohibition on transferring the equity interests of Ambow Shida without AECL’s prior written consent. However, it does not appear that there would be any limitation on Messrs. Xie and Xue’s ability to take other corporate actions including transferring funds, chops or assets of Ambow Shida prior to AECL’s transfer of equity interests of Ambow Shida under the equity pledge agreements. Please explain.

The Company respectfully advises the Staff that pursuant to Article 8 of the call option agreement entered into by and among AECL, Xuejun Xie and Jianguo Xue, Messrs. Xie and Xue agreed not to, and shall cause Ambow Shida not to, sell, assign, mortgage or otherwise dispose of any assets, lawful income and business revenues of Ambow Shida, or enter into any transactions that may substantially affect the Company’s assets, liabilities, operations, equity and other legitimate interests (other than those made in the ordinary course of business or have been disclosed to and approved by AECL in writing) before AECL or an entity designated by AECL in writing exercises call option to obtain all the equity interest and assets.

Furthermore, the chops of Ambow Shida have been, and will continue to be, held and managed by the Company and any use of the chops requires the prior consent of the Company in accordance with Ambow’s internal policy, Ambow Regulation of Chops Management. No one, including Messrs. Xie and Xue, is authorized to use the chops without the Company’s approval. Therefore, chops of Ambow Shida may not be transferred by Messrs. Xie and Xue without the Company’s consent as a practical matter.

Holding company structure, page 74

6.                                      We note your response to comment 27 from our letter dated December 21, 2012. Please tell us why the fees payable from the VIE to Ambow Online have significantly increased since 2009 and why the VIE is not paying Ambow Online.

In response to the Staff’s comment, the Company respectfully advises the Staff that in order to facilitate the plans of VIEs’ subsidiary schools for expansion and development after the Company’s IPO, the Company intentionally reserves more cash at the school level to avoid frequent cash transfers among the Group which would incur additional costs to comply with relevant PRC laws and regulations. In addition, the Company wants to further clarify that, after an ongoing effort in enhancing the cash control of the whole group, by the end of 2012, other than accounts of Applied Technology College, Kunshan Zhouzhuang Taishidian Tourism Scenic Area Development Co., Ltd and some small branches of Beijing Jinghan Yingcai Education and Technology Co., Ltd., the Company has already included all the cash accounts of all other entities in a centrally controlled cash pool through a contractual system among all the entities and China Merchant Bank, and the Company, as the holding company, thus has been  granted the authority and capability to extract cash from VIEs and their subsidiaries anytime at its sole discretion. However, currently, the Company

5

mainly uses the system to monitor the daily transactions of the entities, not to actually extract cash from the VIEs or their subsidiaries.

Item 6. Directors, Senior Management and Employees, page 75

E. Share Ownership, page 84

7.                                      We note your response to comment 28 from our letter dated December 21, 2012. Please revise your disclosures to incorporate your response including your response to our comment 20.

In response to the Staff’s comment, the Company will in an amendment to 2011 Form 20-F that includes the following disclosure under “Item 6.E — Share Ownership”:

“We believe that under the Company’s current corporate structure, where the shareholders of the VIEs are also our shareholders and officers, the interests of the VIEs and their shareholders largely are aligned with the Company and its shareholders as a practical matter. In addition, each shareholder of the VIEs has signed a power of attorney for Ambow Online to exercise his or her voting power.  If shareholders of VIEs attempt to revoke the powers of attorney, the Company will instruct AECL,

CORRESP
1
filename1.htm

February 22, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:          Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated February 15, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

I refer to your letter to Ms. Jin Huang, dated February 15, 2013, relating to Ambow Education Holding Ltd.’s annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on May 29, 2012.

We are in the process of collecting the relevant information in order to prepare accurate and complete answers to the issues raised.  In the meantime, due to Chinese New Year holiday in February, we respectfully request an extension of the deadline to March 18, 2013 to respond to your letter.

Should you have any additional questions or require additional information, please do not hesitate to contact me, Ms. Jin Huang (jin.huang@ambow.com; telephone: +86.10.6206.8001; Fax: +86.10.6206.8100), or our attorneys, Ms. Shuang Zhao (shuang.zhao@shearman.com; telephone: +852.2978.8002; fax: +852.2978.8099).

Very truly yours,

/s/ Jin Huang

Name:

Jin Huang

Title:

President and Chief Executive Officer

CORRESP
1
filename1.htm

February 20, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Reid Hooper

Celeste M. Murphy

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated February 15, 2013

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage, Mr. Hooper and Ms. Murphy:

I refer to your letter to Ms. Jin Huang, dated February 15, 2013, relating to Ambow Education Holding Ltd.’s annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on May 29, 2012.

We are in the process of collecting the relevant information in order to prepare accurate and complete answers to the issues raised.  In the meantime, due to Chinese New Year holiday in February, we respectfully request an extension of the deadline to March 25, 2013 to respond to your letter.

Should you have any additional questions or require additional information, please do not hesitate to contact me, Ms. Jin Huang (jin.huang@ambow.com; telephone: +86.10.6206.8001; Fax: +86.10.6206.8100), or our attorneys, Ms. Shuang Zhao (shuang.zhao@shearman.com; telephone: +852.2978.8002; fax: +852.2978.8099).

Very truly yours,

/s/ Jin Huang

Name:

Jin Huang

Title:

President and Chief Executive Officer

February 15 , 2013

Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian  District
Beijing PRC  1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F
Filed May 29, 2012
Response filed January 31, 2013
File No. 001 -34824

Dear Dr. Huang:

We have reviewed your response filed January 31, 2013  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. We note your responses indicating that you will provide the proposed revised disclosure
in future filings.  Please note that we expect this disclosure to be included in an
amendment to your filing.

2. We note your response to comment 2 from ou r letter dated December 21, 2012 .  Please
expand your proposed disclosure to identify the nature of the “more stringent re strictions”
imposed on foreign -invested entities providing tutoring services.

Jin Huang
Ambow Education Holding Ltd.
February 15 , 2013
Page 2

 Agreements that provide effective control over our VIEs, page 49

3. We note your response to comment 18 from our letter dated December 21, 201 2 and your
assertion that public a uction would only be a remedy when Ambow Online “does not
have control over the VIE shareholders and thus cannot cause the VIE shareholders to
enter into equity transfer agreements.”  Please tell us whether you believe you currently
have “control” over the  VIE shareholders and explain the basis for that assertion.  If the
control you are referencing is derived from your contractual agreements with such
shareholders , please expand your proposed disclosure to address the fact that your control
is solely based upon the parties’ compliance with the terms of such contracts.

4. We note your response to comment 19 from our letter dated December 21, 201 2.  Please
revise your  disclosure to clearly state that the company has, in its discretion, determined
that no further service fees will be charged.

5. We note your response to comment 20 from our letter dated December 21, 201 2 and your
assertion that the current shareholders cou ld not “effectively revoke” the power of
attorney as a result of the prohibition on transferring the equity interests of Ambow Shida
without AECL’s prior written consent.  However, it does not appear that there would be
any limitation on Messrs. Xie and Xu e’s ability to take other corporate actions including
transferring funds, chops or assets of Ambow Shida prior to AECL’s transfer of equity
interests of Ambow Shida under the equity pledge agreements.  Please explain.

Holding company structure, page 74

6. We note your response to comme nt 27 from  our letter dated December 21 , 201 2.  Please
tell us why the fees payable from the VIE to Ambow Online have significantly increased
since 2009 and why the VIE is not paying Ambow Online.

Item 6. Directors, Senior M anagement and Employees, page 75

E. Share Ownership, page 84

7. We note your response to comment 28 from our letter dated December 21, 2012.  Please
revise your disclosures to incorporate your response including your response to our
comment 20.

Note 1.d.  VIE arrangements, page F -13

8. We note your response to comment 16  from our letter dated December 21, 2012.  We
note the agreements that transfer economic benefits to the WOFE with respect to Ambow
Shangai, Ambow Sihua and Suzhou Wenjian.  Please revise to explain in detail how these
agreements convey substantially all of the economic benefits of the VIEs to the WOFE.

Jin Huang
Ambow Education Holding Ltd.
February 15 , 2013
Page 3

 9. We note your response to comment 31  from our letter dated December 21, 2012.  Please
disclose which accounting model you applied, such as the voting interest entity model,
variable interest entity model, lease model, and or asset model, to support consolidation
of the schools into the VIEs and how the VIEs achieve power and economic  returns from
the schools.

10. We note your response to comment 32 from our letter dated December 21, 2012.  Please
revise your disclosures to incorporate your response and not make reference to the
information provided in your responses to comments 16 and 2 9.

11. Please expand your disclosure to clearly describe how the contractual arrangements
enable you to have power to direct the activities that most significantly affects the
economic performance of the VIEs and receive economic returns.

You may contact  Dean Suehiro, Staff Accountant at (202) 551 -3384 or Robert Littlepage,
Accountant Branch Chief at (202) 551 -3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact Reid Hooper , Attorney -Adviso r at (20 2)
551-3359 or Celeste M. Murphy, Legal Branch Chief at (202) 551 -3257 with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

CORRESP
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filename1.htm

[Letterhead of Ambow Education Holding Ltd.]

January 31, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Jessica Plowgian

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated December 21, 2012

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage and Ms. Plowgian:

I refer to your letter to Ms. Jin Huang, dated December 21, 2012, relating to Ambow Education Holding Ltd.’s (“Ambow” or the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2012 (the “2011 20-F”).

Set forth below are the Company’s responses to the comments contained in the letter dated December 21, 2012 from the staff of the Commission (the “Staff”) (the numbered paragraphs below correspond to the paragraphs of the Staff’s comment letter, which have been retyped below in bold for your ease of reference).

Form 20-F for Fiscal Year Ended December 31, 2011

General

1.                                      Please clarify how many schools and tutoring centers you operate. On pages 21 and 39 you disclose that you have a total of 33 schools (of which three are registered as schools not requiring reasonable returns), while all others are registered as requiring reasonable returns. However, on pages 30 and 39 (and elsewhere) we note your disclosure that as of December 31, you had 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college. Please clarify.

The Company respectfully advises the Staff that, under relevant PRC laws, an entity engaged in private education business can be registered either as a private school or as an enterprise (in most cases a tutoring company), provided that those private educational institutions which grant diplomas shall be registered as private schools.

Furthermore, a private school or a tutoring company may have multiple learning centers in one or more cities. For example, Jilin Ambow Clever Training School, a  private school established in Jilin province, has 12 tutoring centers in total. On the contrary, two schools, namely Beijing Outbound Training School and Shandong Outbound Training School, do not have any learning centers.

We have two business divisions, “Better Schools” and “Better Jobs,” and four operating segments, i.e. tutoring, K-12 school, career enhancement (including career enhancement centers and career enhancement campuses) and college.  The tutoring and K-12 schools segments are within our Better Schools division and the career enhancement and college segments are within our Better Jobs division.

As of December 31, 2011, the Company had across its four operating segments a total of 33 private schools and eight companies conducting private education businesses, comprising of 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college.

Of the 33 schools three schools that we continue to own were registered as schools not requiring reasonable returns. In addition, 21st Century School, for which we hold a 15-year operating right, was also registered as a school not requiring reasonable returns. The other 29 schools were registered as schools requiring reasonable returns.

The Company respectfully advises the Staff that its disclosure in the 2011 20-F did not include 21st Century School in the list of schools not requiring reasonable returns and it will correct this omission in our next filing.

Please see below the details of all the learning centers:

Better Jobs

(1) College Segment

Name

Nature

Number of
    Colleges

Applied   Technology College

School-1

1

Total

1

(2) Career Enhancement Segment

Name

Nature

Number of
   Career
   Enhancement
   Centers and
   Career
   Enhancement
   Campuses

Beijing Away   Career Enhancement

Company-1

2 career enhancement centers

Beijing IT   Career Enhancement

Company-2

2 career enhancement

2

centers

Changsha   Career Enhancement

Company-3

2 career enhancement centers

Dalian Career   Enhancement

School-2

1 career enhancement center

Dalian High   Tech Zone Ambow Hope Training School

School-3

1 career enhancement center

Guangzhou ZS   Career Enhancement

School-4

1 career enhancement center

Hebei YL   Career Enhancement

School-5

1 career enhancement center

Jinan WR   Career Enhancement

School-6

1 career enhancement center

Shanghai Hero   Further Education Institute

School-7

11 career enhancement centers

Suzhou Career   Enhancement

School-8

1 career enhancement center

Chongqing XT   Career Enhancement (Chongqing Shapingba Training School and Chongqing Yuzhong   Training School)

School-9&10

2 career enhancement centers

Ambow(Dalian)   Education and Technology Co., Ltd.

Company-4

1 career enhancement campus

Ambow Kunshan

Company-5

1 career enhancement campus

Total

27

Better Schools

(1) K-12 School Segment

Name

Nature

Number of
   K-12 Schools

Beijing 21st   Century International School

School-11

1

Changsha K-12   Experimental School &Changsha Kindergarten

School-12&13

1

Shenyang K-12   school

School-14

1

Shuyang K-12   School

School-15

1

Zhenjiang   Ambow International School

School-16

1

Total

5

3

(2) Tutoring Segment

Name

Nature

Number of
   Tutoring
   Centers

Beijing JY   Tutoring

Company-6

73

Beijing XGX   Tutoring (Beijing Haidian XGX Training School and Beijing Huairou XGX   Training School)

School-17&18

4

Changsha   Tutoring

School-19

6

Jilin Tutoring

School-20

12

Shenyang   Hanwen Educational Training School

School-21

2

Shuyang   Tutoring

School-22

1

Tianjin   Tutoring&Tianjin Ambow Huaying School

School-23&24

14

Zhenjiang   Ambow Education Training Center

School-25

3

Zhengzhou   Tutoring

School-26

1

Beijing YZ   Tutoring

School-27

6

Beijing   Century Tutoring

Company-7

5

Beijing JT   Tutoring

Company-8

10

Beijing Aijia   Kids English Training School

School-28

1

Lanzhou Anning   Ambow English Training School

School-29

1

Guangzhou DP   Tutoring

School-30

10

Beijing   Haidian SIWA Twenty-one Century Education Training Center

School-31

1

Total

150

*Beijing Outbound Training School and Shandong Outbound Training School, two other schools, which do not have any learning centers, are not illustrated in the table above.   They are mainly providing outbound in-house management trainings tailored for employees and management teams.

2.                                      We note that you adopted the VIE structure due to the restrictions on direct foreign ownership of elementary and middle schools for students and businesses that provide content over the internet, as discussed on pages 16 and 46. However, you state on page 39 that direct foreign investment is permitted for your tutoring services, therefore please revise your disclosure to clarify why you use the VIE structure for businesses that appear to be permitted for foreign investment.

In response to the Staff’s comment, the Company will in future filings include the following disclosure under “Item 3. Key Information — D. Risk Factors — Risks Related to Regulation of Our Business and Our Corporate Structure —All aspects of our business are subject to extensive regulation in China, we may not be in full compliance with these regulations and our ability to conduct business is highly dependent on our compliance with this regulatory framework. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties” and “Item 4.B Information on the Company—Business Overview—

4

Regulations—Foreign investment in education service industry” (changes made to existing disclosure are underlined and in bold for your ease of reference):

“Currently, PRC laws and regulations do not explicitly impose restrictions on foreign investment in the tutoring service sector in China. However, some local government authorities in the PRC have adopted different approaches in granting licenses and permits (particularly, imposing more stringent restrictions on foreign-invested entities) for entities providing tutoring services.”

“We conduct our K-12 school and tutoring business and provide online services in China primarily through contractual arrangements between Ambow Online, our principal operating subsidiary in China, and our VIEs, and their respective shareholders.”

“According to the Foreign Investment Industries Guidance Catalog, or Foreign Investment Catalog, which was amended and promulgated by the National Development and Reform Commission, or NDRC, and the MOFCOM on December 24, 2011 and became effective on January 30, 2012, foreign investment is encouraged to participate in higher education and vocational training services. The foreign investment in higher education has to take the form of a Sino-foreign equity or cooperative joint venture. Senior high school education in grades 10-12 is a restricted industry. The foreign investment in senior high school education has to take the form of a cooperative joint venture. Foreign investment is banned from compulsory education, which means grades 1-9. Foreign investment is allowed to invest in after-school tutoring services which do not grant diplomas. However, many local government authorities in the PRC have adopted different approaches in granting licenses and permits (particularly, imposing more stringent restrictions on foreign-invested entities) for entities providing tutoring services.  As of December 31, 2011, we had a total of 183 centers and schools, comprised of 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college. We conduct our education business in China primarily through contractual arrangements among our subsidiaries in China and VIEs. Our VIEs and their respective subsidiaries, as PRC domestic entities, hold the requisite licenses and permits necessary to conduct our education business in China and operate our tutoring centers, K-12 schools, career enhancement centers and colleges.”

Risk Factors

3.                                      Please revise your Risk Factors section to include a separate risk factor discussing the potentially limited access by investors and other market participants to corporate records filed with PRC government entities such as SAIC. Include in your discussion what steps must be taken by individuals to gain access to these records, for example, seeking permission from you for SAIC to grant access to this information including, but not limited to, financial reports, shareholder changes and assets transfers.

5

In response to the Staff’s comment, the Company will include the following risk factor in future filings:

“Public shareholders of China-based, U.S.-listed companies and other market participants may have limited or no access to a wide array of corporate records of such listed companies’ PRC entities filed with industry and commerce administration authorities in China. The inability to access such information may adversely affect overall investor confidence in such companies’ reported results or other disclosures, including those of our Company, and may cause the trading price of our ADSs to decline

All of our PRC corporate entities, including Ambow Online, our VIEs and their subsidiaries, maintain corporate records and filings with industry and commerce administration authorities where such PRC entities are registered. Information contained in such corporate records and filings includes, among others, business address, registered capital, business scope, articles of association, equity interest holders, legal representative, changes to the above information, annual financial reports, matters relating to termination or dissolution, information relating to penalties imposed, and annual inspection records.

There have been regulations promulgated by various government authorities in PRC that govern the public access to corporate records and filings. Pursuant to the Company Law and Regulations of the People’s Republic of China on the Registration Administration of Companies, the company registration authority shall record the registered items of companies in a company recording book for the consultation and reproduction purposes of the public. The general public may apply to the company registration authority for inspection of the registered items of companies. Under the Measures for Accessing Corporate Records and Filings promulgated on December 16, 1996 by the SAIC, or the SAIC Measures, a wide range of basic corporate records, except for such restricted information as business results and financial reports, can be inspected by the public without restrictions. Under these SAIC Measures, a company’s restricted information can only be inspected by authorized government officers and officials from judicial authorities or lawyers involved in pending litigation relating to such company and with court-issued proof of such litigation. In practice, local industry and commerce administration authorities in different cities have adopted various regional regulations which impose more stringent restrictions than the SAIC Measures by expanding the scope of restricted information that the public cannot freely access. Many local industry and commerce administration authorities only allow unrestricted public access to such basic corporate information as name, legal representative, registered capital and business scope of a company. Under these local regulations, access to the other corporate records and filings (many of which are not restricted information under the SAIC Measures) is only granted to authorized government officers and officials from judicial authorities or lawyers involved in pending litigation relating to such company and with court-issued proof of such litigation.

However, neither the SAIC nor the local industry and commerce administration authorities have strictly implemented the restrictions under either the SAIC Measures or the various regional regulations before early 2012. As a result, before early 2012, the public were able to access all or most corporate records and filings of these listed companies’ PRC affiliates maintained with the industry and commerce administration authorities. Such records and filings were reported to have formed important components of research reports on certain China-based, U.S.-listed companies, which were claimed to have uncovered wrongdoings and fraud committed by these companies.

6

It was reported that, since the first half of 2012, local industry and commerce administration authorities in a number of cities had started strictly implementing the above restrictions and had significantly curtailed public access to corporate records and filings. There have also been reports that only the limited scope of basic corporate records and filings are still accessible by the public, and much of the previously publically accessible information, such as financial reports and changes to equity interests, now can only be accessed by the parties specified in, and in strict accordance with the restrictions under, the various regional regulations. Individuals other than the parties specified in the various regional regulations may get access to the corporate records and filings including, but not limited to, financial reports, shareholder changes and assets transfers with the permission of the PRC subject companies with reference letters issued by the companies. Such reported limitation on the public access to corporate records and filings and the resulting concerns over the loss of

CORRESP
1
filename1.htm

January 18, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Jessica Plowgian

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated December 21, 2012

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage and Ms. Plowgian:

I refer to your letter to Ms. Jin Huang, dated December 21, 2012, relating to Ambow Education Holding Ltd.’s annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on May 29, 2012.

We are working closely with our advisors on preparing answers to the issues raised in your letter and are still in the process of collecting the relevant information in order to prepare accurate and complete answers.  Therefore, we respectfully request a further extension of the deadline to January 31, 2013 to respond to your letter.

Should you have any additional questions or require additional information, please do not hesitate to contact me, Ms. Jin Huang (jin.huang@ambow.com; telephone: +86.10.6206.8001; Fax: +86.10.6206.8100), or our attorneys, Ms. Shuang Zhao (shuang.zhao@shearman.com; telephone: +852.2978.8002; fax: +852.2978.8099).

Very truly yours,

/s/ Jin Huang

Name:

Jin Huang

Title:

President and Chief Executive Officer

CORRESP
1
filename1.htm

January 3, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Jessica Plowgian

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated December 21, 2012

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage and Ms. Plowgian:

I refer to your letter to Ms. Jin Huang, dated December 21, 2012, relating to Ambow Education Holding Ltd.’s annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on May 29, 2012.

We are in the process of collecting the relevant information in order to prepare accurate and complete answers to the issues raised.  Therefore, we respectfully request an extension of the deadline to January 24, 2013 to respond to your letter.

Should you have any additional questions or require additional information, please do not hesitate to contact me, Ms. Jin Huang (jin.huang@ambow.com; telephone: +86.10.6206.8001; Fax: +86.10.6206.8100), or our attorneys, Ms. Shuang Zhao (shuang.zhao@shearman.com; telephone: +852.2978.8002; fax: +852.2978.8099).

Very truly yours,

/s/ Jin Huang

Name:

Jin Huang

Title:

President and Chief Executive Officer

December 21, 2012

Via E -mail
Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A
Chengjian Plaza, No. 18
BeiTaiPingZhuang Rd, Haidian District
Beijing PRC  1000088

Re: Ambow Education Holding Ltd.
 Form 20 -F
Filed May 29, 2012
File No. 001 -34824

Dear Dr. Huang:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these commen ts, we may have additional comments.

General

1. Please clarify how many schools and tutoring centers you operate.  On pages 21 and 39
you disclose that you have a total of 33 schools (of which  three  are registered as schools
not requiring reaso nable returns), while all others are registered as requiring reasonable
returns.  However, on pages 30 and 39 (and elsewhere) we note your disclosure that as of
December 31, you had 150 tutoring centers, five K-12 schools, 25 career enhancement
centers, two career enhancement campuses and one college.  Please clarify.

2. We note that you adopted the VIE structure due to the restrictions on direct foreign
ownership of elementary and middle schools for students and businesses that provide
content over the inter net, as discussed on pages 16 and 46.  However, you state on page
39 that direct foreign investment is permitted for your tutoring services, therefore please

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 2

 revise your disclosure to clarify why you use the VIE structure for businesses that appear
to be p ermitted for foreign investment.

Risk Factors

3. Please revise your Risk Factors section to include a separate risk factor discussing the
potentially limited access by investors and other market participants to corporate records
filed with PRC government e ntities such as SAIC.  Include in your discussion what steps
must be taken by individuals to gain access to these records, for example, seeking
permission from you for SAIC to grant access to this information including, but not
limited to, financial report s, shareholder changes and assets transfers.

“Our VIEs and their respective subsidiaries..,” page 18

4. Please expand your disclosure to indicate the portion of your schools that elect to require
reasonable returns.

“The regulation of Internet website ope rators in China…,” page 20

5. Please expand your disclosure to indicate which “competent authorities” your PRC
counsel consulted with respect to the whether your activities exceed the scope of Ambow
Shida’s ICP license.  Please further expand this risk facto r to address the risks associated
with a finding that your activities have exceeded the scope of the license, including fines,
your ability to conduct your business and note the portion of your business attributed to
these activities.

“Governmental control of currency conversion may affect the value of your investment…,” page
29

6. Please revise your disclosure in this risk factor to reference any new rules, regulations
and circulars, or restrictions by SAFE or other agencies of the PRC (including Circ ular
45 promulgated November 16, 2011 by SAFE), regarding Renminbi converted from
foreign currency capital.  Explain how these limitations may affect your ability to finance
your PRC subsidiaries.

Acquisitions and disposals, page 37

7. Please expand your d isclosure here and throughout your filing to clarify how you
disposed of four tutoring and career enhancement subdivisions and initiated the disposal
of Beijing Century College and its schools.  Tell us what consideration you received in
return for the dis posal of such assets.  Please clarify how your disposal of four
subdivisions assisted you in focusing on organic growth, greater capital efficiency and
better asset turnover (as discussed on page 9).  Explain whether any of these schools are
the same as th e school involved in your July 5, 2012 announcement regarding allegations

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 3

 of financial impropriety and wrongful conduct in connection with your acquisition of a
training school in 2008.

8. Please clarify why you “reverted the operating right” for a portion o f the Zhenjiang
Ambow International School back to its original owner.  Please clarify how you did this.
Please tell us whether this is the entity referenced in your July 5, 2012 announcement
regarding allegations of financial impropriety and wrongful con duct in connection with
your acquisition of a training school in 2008.

Regulation of independent colleges, page 39

9. Please expand your disclosure to address whether management anticipates being able to
meet the land requirement applicable to Applied Techn ology College prior to March 31,
2013.

Software copyright registration, page 41

10. We note your statement that you have been issued 67 registration certificates for
computer software copyrights.  Please clarify how many of these registrations you need
for the operation of your business.

Regulations on internet information services, page 41

11. Please clarify whether you believe that your operations are currently in compliance with
these regulations.

Organizational Structure, page 45

12. Please expand your organizational chart to include the entities owned by the VIEs and other
parties .  For example, we note your statement on page 48 that Ambow Shida owns 100%
equity interest in two of your schools and 70% and 90% equity interest in two other schools.

13. Please revise the last bullet point on page 46 to clarify that the voting power you
reference is through a power of attorney.

Schools, page 48

14. Please disclose whether you currently pay any rent or other payments for the use of the land
owned by Changsha Yax ing Property Development Company Limited.

Agreements that provide effective control over our VIEs , page 49

15. Please disclose , if true,  that you have no agreements that pledge the assets of the VIEs for
the benefit of the WFOE.

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 4

 16. Please expand your disclosure in this section to include a more detailed summary of the
agreements governing your relationship with your VIEs. Your disclosure should include,
among other material terms, the term of each such agreement and the respective
termination rights of the parties.

17. Please expand your disclosure to clarify whether the pledge in each of your share pledge
agreements has been registered with the local SAIC.  If it has not been registered, include
risk factor disclosure addressing the r isks associated with the failure to register the equity
pledge.

18. Please revise your disclosure to address the fact that the primary remedy under the share
pledge agreements for default in these arrangements is to engage in an auction or sale of
the shares .  Your disclosure should clarify that such an auction or sale may not result in
Ambow’s receipt of full value of the equity or the business of the entities and that any
proceeds you receive would be net of the payment of related expenses and taxes.

19. Pleas e disclose why you have not received any payment of service fees under the service
agreements.  We note that you indicate on page 47 that Ambow Online “earned”
significant net revenues under these agreements for the three most recent fiscal years.
We also  note your statement on page 71 that a portion of your VIEs’ cash balances are
“paid” to you.  Please explain.  We also note that Appendix 2, which contains the fees
contemplated by your Technology Service Agreements filed as Exhibits 4.11 and 4.18 to
your Form 20 -F, are not filed with these agreements.  Please file the Appendix.

20. We note that one of your powers of attorney may be terminated by the VIE shareholders.
Please address here and in your risk factors the impact the revocation of the power of
attorney would have on your operating structure.

21. Please tell us how the powers of attorney, including general authorization, include the
right of the WFOEs to nominate the officers and directors of the VIE on whom they may
vote.  We note your statement on page 50 that such nomination rights are included
without limitation, but do not find the provision in your powers of attorney.  Identify
which entity or individual holds the nomination rights over the VIE under your current
VIE arrangement with these agreements in place.

22. We note your statement on page  17 that your VIE “contractual arrangements are
governed by PRC law and provide for the resolution of disputes through arbitration in the
PRC.”  Please reconcile your statement with the fact that your powers of attorney do not
include a dispute resolution clause.  Disclose how any hearing of a dispute in a PRC court
of law would differ from such hearing in a center for international arbitration.

Net Revenues, page 56

23. Please explain footnote 1 to the table on page 56. We note your statement that you
disclose your student enrollments “during the period” because those students can enroll in

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 5

 multiple classes during a period.  Please clarify to what period you are referring.  Also,
disclose the portion of student enrollments that are those serviced in your ce nters as
opposed to those who merely use the software products sold by distributors.

Item 5. Operating and Financial Review and Prospects

General and administrative expenses, pages 59 and 67

24. We note that your bad debt provision increased by over 2900% i n 2011 from RMB
107,000 in 2010 to RMB 14.2 million in 2011.  Please tell us and disclose the reasons for
the significant increase in your bad debt expense.  In addition, tell us and disclose
whether you expect such increase to continue or change in the fu ture and the reasons
why.  We also note that your accounts receivable has increased significantly in 2011 due
to your extension of “longer credit terms to distributors.”  Please tell us and disclose the
reasons for such extension and how it will impact you r current and future liquidity.

Critical accounting policies and estimates, page 61

25. It appears that you have identified risks and uncertainties related to the consolidation of
the VIEs in the Note 1(d) that are not addressed in your critical accounting p olicies.
Please expand to include all relevant risks and uncertainties or provide a cross -reference
to where such disclosures exist.

26. We note on page 46 that you conduct all your business in China through contractual
arrangements with Ambow Online, schoo ls, learning centers and VIEs shareholders.
Please disclose information that allows investors to evaluate the nature of assets held by,
and the operations of, entities apart from your consolidated VIEs.  The information
should be in sufficient detail to c onvey qualitatively and quantitatively the assets and
operations that are not subject to involvement with your VIEs.

Holding company structure, page 74

27. We note from the second paragraph that the amount of dividends paid by your PRC
subsidiary, Ambow  Online, to you primarily depends on the fees paid by the VIEs.
Please disclose the amount of fees payable from the VIEs to the WFOE as of December
31, 2011, 2010 and 2009.

Item 6. Directors, Senior Management and Employees, page 75

E. Share Ownership,  page 84

28. We note that the equity holders of the VIEs are also officers and shareholders of you.
Please tell us how the equity holders of VIEs, also being officers and shareholders of you,
precludes them from acting contrary to the contractual arrangement s, or revise your
disclosures as appropriate.

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 6

Note 1.d. VIE arrangements, page F -13

29. Please expand your disclosure to provide a more detailed explanation showing how you,
through your contractual relationships with the VIEs , have the power to direct th e
activities of the VIEs that most significantly impact the VIE’s economic performance and
to  receive benefits from the VIEs. Refer to ASC 810 -10-25-38A.

30. We note that the Power of Attorney for Beijing Shida Ambow Education Technology
Co., Ltd. (“Ambow Sh ida”) may be terminated by its shareholders, Mr. Xuejun Xie and
Mr. Jianguo Xue.   Based on this termination provision, please tell us how you concluded
that the consolidation of Ambow Shida is appropriate.   Refer to your basis in the
accounting literature.   It appears to us that Ambow Shida is the same as Beijing Normal
University Ambow Education Technology Co., Ltd. disclosed on page F -12.  If not,
please tell us the power of attorney termination provisions for Beijing Normal University
Ambow Education Tec hnology Co., Ltd.   In addition, we note that the powers of attorney
for Ambow Sihua Education and Technology Co., Ltd. (“Ambow Sihua”), Shanghai
Ambow Education Information Consulting Co., Ltd. (“Ambow Shanghai”) and Suzhou
Wenjian Education and Technology  Co., Ltd. (“Suzhou Wenjian”) may be terminated as
agreed.   Please tell us what is meant by “as agreed” and whether the termination of the
respective power of attorney requires the consent of you and the shareholders of Ambow
Sihua, Ambow  Shanghai or Suzhou Wenjian or either you or the shareholders of Ambow
Sihua, Ambow Shanghai or Suzhou Wenjian may terminate the respective power of
attorney.

31. Please disclose the accounting model that the VIEs use to consolidate the schools and
how the V IEs achieve power and economic returns from the schools.

32. We note that you conduct all your business in China through contractual arrangements
with the VIEs.  Please expand to explain in more detail what it means that substantially
all your business is conducted through contractual arrangements.  In this regard, it
appears unclear whether the VIEs and its schools and learning centers merely hold the
requisite licenses and permits necessary to conduct the education business as disclosed on
page 85 or whet her the VIEs perform more expansive activities, such as, hold leases for
the schools and training centers or employ teachers.  Refer to ASC 810 -10-50-12(d),
which requires qualitative and quantitative information about involvement with the VIE,
including, but not limited to, the nature, purpose, size, and activities of the VIEs.

33. Please tell us how you addressed disclosures in ASC 810 -10-50-9 related to the
disclosure of the aggregation of VIEs.

34. Refer to the first paragraph under “Risk in relation to th e VIE structure.”  Please revise to
include the risk of not being able to consolidate the VIEs and their subsidiaries.

Jin Huang
Ambow Education Holding Ltd.
December 21, 2012
Page 7

 35. Please tell us how the board of directors of Ambow Educational Holding Ltd. was
appointed and how members of the board can be terminat ed and appointed, and how the
officers of Ambow Education Holdings Ltd. are hired, fired, and compensated.  Please
tell us whether the board votes on termination of a board member and whether the board
member subject to that vote is entitled to vote.

36. Please identify for us the officers of the WFOE and the VIEs and tell us how they can be
removed or replaced.

37. Please tell us how the VIEs boards of directors were appointed and how the directors can
be removed or appointed and how decisions are made.

38. We note that Mr. Jin Huang is your President, Chief Executive Officer, Chairman of the
Board and a significant shareholder of the Company. We also note that Mr. Xuehun Xie
is an officer an