August 13, 2024

Toby Guanhua Wu
CFO
Aesthetic Medical International Holdings Group Ltd
Room 1202, Building B
Wisdom Plaza, Nanshan
Shenzhen, Guangdong, P.R. China

       Re: Aesthetic Medical International Holdings Group Ltd
           20-F filed April 25, 2024 File No. 001-39088
Dear Toby Guanhua Wu:

        We have reviewed your filing and have the following comments. Please
respond to this
letter 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 a comment applies to your
facts and
circumstances, please tell us why in your response. After reviewing your
response to this letter,
we may have additional comments.

Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Item 3. Key Information, page 1

1.     Please revise your disclosure under Item 3. Key Information to provide a
diagram of the
       company   s corporate structure, identifying the person or entity that
owns the equity in
       each depicted entity. Describe all contracts and arrangements through
which you claim to
       have economic rights and exercise control that results in consolidation
of the VIE   s
       operations and financial results into your financial statements.
Identify clearly the
       entities in which the company   s operations are conducted. Describe the
relevant
       contractual agreements between the entities and how this type of
corporate structure may
       affect investors and the value of their investment, including how and
why the contractual
       arrangements may be less effective than direct ownership and that the
company may incur
       substantial costs to enforce the terms of the arrangements. Disclose the
uncertainties
       regarding the status of the rights of the Cayman Islands holding company
with respect to
       its contractual arrangements with the VIE, its founders and owners, and
the challenges the
       company may face enforcing these contractual agreements due to legal
uncertainties and
       jurisdictional limits. In this regard, we note that while your
disclosure under Item
       4.C. Organizational Structure starting on page 91 appears to address
many of these points
       they are not included at the outset of your Annual Report.
 August 13, 2024
Page 2


2.     Provide here a clear description of how cash is transferred through your
organization.
       Disclose your intentions to distribute earnings or settle amounts owed
under the
       Contractual Arrangements with the Relevant Subsidiaries. Quantify any
cash flows and
       transfers of other assets by type that have occurred between the holding
company, its
       subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends
       or distributions that a subsidiary or consolidated VIE have made to the
holding company
       and which entity made such transfer, and their tax consequences.
Similarly quantify
       dividends or distributions made to U.S. investors, the source, and their
tax consequences.
       Your disclosure should make clear if no transfers, dividends, 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 your
       subsidiaries and/or the consolidated VIEs, to the parent company and
U.S. investors as
       well as the ability to settle amounts owed under the Contractual
Arrangements with the
       Relevant Subsidiaries.



Item 3. Key Information
The Holding Foreign Companies Accountable Act, page 2

3.     We note your statement here that "the Public Company Accounting
Oversight Board
       (   PCAOB   ) is currently unable to inspect our auditor in relation to
their audit work
       performed for our financial statements." Please explain here, as you do
on page 145 that
       effective on December 12, 2023, you appointed Onestop Assurance PAC as
your
       independent registered public accounting firm for the audit of your
financial results of the
       three fiscal years ended December 31, 2023. Please disclose the location
of Onestop's
       headquarters and whether and how the Holding Foreign Companies
Accountable Act, as
       amended by the Consolidated Appropriations Act, 2023, and related
regulations will
       affect your company in light of your recent change in auditors.



Item 3. Key Information
Permissions Required from the PRC Authorities for Our Operations, page 3

4.     We note your disclosure in this section regarding the permissions or
approvals you are
       required to obtain from Chinese authorities to operate your business and
to offer securities
       to foreign investors. Please also describe the consequences to you and
your investors if
       you, your subsidiaries, or the Relevant Subsidiaries: (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.
 August 13, 2024
Page 3

Item 3.D Risk Factors
Summary Risk Factors
Risks relating to doing business in the PRC, page 4

5.     In your summary of risk factors relating to doing business in the PRC,
please 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. 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 your
       securities to significantly decline or be worthless.



Item 3.D. Risk Factors
Risks relating to doing business in the PRC, page 26

6.     Given the Chinese government   s significant oversight and discretion
over the conduct and
       operations of your business, please revise to describe any material
impact that
       intervention, influence, or control by the Chinese government has or may
have on your
       business or on the value of your securities. Highlight separately the
risk that the Chinese
       government may intervene or influence your operations at any time, which
could result in
       a material change in your operations and/or the value of your
securities. We remind you
       that, pursuant to federal securities rules, the term    control
(including the terms
          controlling,       controlled by,    and    under common control with
  ) means    the possession,
       direct or indirect, of the power to direct or cause the direction of the
management and
       policies of a person, whether through the ownership of voting
securities, by contract, or
       otherwise."



General

7.     To the extent that one or more of your officers and/or directors are
located in China or
       Hong Kong, please create a separate Enforceability of Civil Liabilities
section for the
       discussion of the enforcement risks related to civil liabilities due to
your officers and
       directors being located in China or Hong Kong. Please identify each
officer and/or
       director located in China or Hong Kong and disclose that it will be more
difficult to
 August 13, 2024
Page 4

       enforce liabilities and enforce judgments on those individuals. For
example, revise to
       discuss more specifically the limitations on investors being able to
effect service of
       process and enforce civil liabilities in China, lack of reciprocity and
treaties, and cost and
       time constraints. Also, please disclose these risks in a separate risk
factor, which should
       contain disclosures consistent with the separate section.
        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 Conlon Danberg at 202-551-4466 or Margaret
Sawicki at 202-
551-7153 with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Industrial Applications and
                                                             Services