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    WWW.MAGSTONELAW.COM

    293 Eisenhower

Parkway Suite 135

    Livingston NJ 07039

    415
S Murphy Ave

    Sunnyvale

    Ca
94086

    1180 Avenue of the

Americas 8th
Floor

    New York, NY 10036

    1 Raffles Place -

Tower 2, #20-61

    Singapore 048616

July 24, 2023

Division of Corporation
Finance Office of Life Sciences

U.S. Securities and
Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:

    TD Holdings, Inc.

    Form 10-K for the Fiscal Year Ended December
31, 2022

    Filed March 10, 2023

    SEC File No.: 001-36055

Dear Sir/Madam,

On behalf of TD Holdings,
Inc. (the “Company”), we set forth below responses to the comment letter of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Form 10-K for the Fiscal Year ended
December 31, 2022 (File No. 001-36055) filed on March 10, 2023 (the “2022 Form 10-K”). For your convenience, the Staff’s
comments are repeated below in bold and italics, followed in each case by the responses of the Company. Page references are made to the
2022 Form 10-K to illustrate the approximate location of the disclosure with deletions shown as strike-through and additions underlined.

Form 10-K for Fiscal Year Ended December 31, 2022
Cover Page

 1. We note your definition of “China” does not
include Hong Kong. In future filings, please revise the definition to clarify that the legal and operational risks associated with operating
in China also apply to any operations in Hong Kong. We also note that you have some Hong Kong entities as part of your corporate structure;
please discuss in future filings the applicable laws and regulations in Hong Kong as well as the related risks and consequences. Examples
of applicable laws and regulations include, but are not limited to:

 ● Enforceability of civil liabilities in Hong Kong;

 ● China’s Enterprise Tax Law (“EIT Law”);

 ● Regulatory actions related to data security
or anti-monopoly concerns in Hong Kong and their potential impact on your ability to conduct business, accept foreign investment or list
on a U.S./foreign exchange; and

 ● Risk factor disclosure explaining whether there are laws/regulations in Hong Kong

that result in oversight
over data security, how this oversight impacts the company’s business, and to what extent the company believes that it is compliant
with the regulations or policies that have been issued.

In response to the Staff’s
comment on the definition of “China” in our 2022 Form 10-K, the Company plans to revise the definition as follows in its future
Form 10-K filings:

Page i:

“PRC” or
“China” refers to the People’s Republic of China, excluding, for and only in the purpose
context of describing PRC laws, regulations, rules, regulatory authority and other legal or tax matters in this annual
report, excludes Taiwan, Hong Kong, and Macau. “RMB” or “Renminbi” refers to the legal currency of China
and “$,” “US$” or “U.S. Dollars” refers to the legal currency of the United States.

In response to the Staff’s
comment on applicable laws and regulations in Hong Kong as well as the related risks and consequences, the Company notes that each of
its Hong Kong subsidiaries is a holding company, and the Company primarily conducts its business in mainland China. The Company proposes
to in its future Form 10-K filings as follows.

Page 17:

Cyber Security and Data Protection Laws in
Hong Kong

Hong Kong’s legal framework concerning cyber
security is multifaceted and comprehensive, aiming to protect individuals’ data and penalize illicit activities. The primary laws
and regulations include the Personal Data (Privacy) Ordinance (PDPO), the Unsolicited Electronic Messages Ordinance, the Interception
of Communications and Surveillance Ordinance, and the Official Secrets Ordinance. These laws govern the collection, use, and protection
of personal data, the sending of unsolicited electronic messages, the interception of communications and use of surveillance devices by
public officers, and the unauthorized obtaining or disclosure of official information, respectively. Regulatory actions can have significant
implications for businesses, and may result in hefty fines, damage to reputation, and loss of business opportunities.

As holding vehicles, our Hong Kong subsidiaries
do not engage in any business operations, nor do they handle any personal data.

Page 17:

Item 1A. RISK FACTORS

You should carefully
consider the following material risk factors and other information in this annual report. All the operational risks associated with
being based in and having operations in mainland China also apply to our operations in Hong Kong. With respect to the legal risks associated
with being based in and having operations in China as discussed in relevant risk factors, the laws, regulations and the discretion of
China governmental authorities discussed in this annual report are expected to apply to PRC entities and businesses, rather than entities
or businesses in Hong Kong which operate under a different set of laws from mainland China. If any of the following risks actually
occur, our business, financial condition, results of operations and prospects for growth could be seriously impacted. As a result, the
trading price, if any, of our Common Stock could decline and you could lose part or all of your investment.

Page 22:

Certain judgments
obtained against us by our shareholders may not be enforceable.

TD Holdings, Inc. is
a Delaware holding company and substantially all of our assets are located outside of the United States. Substantially all of our current
operations are conducted through our PRC subsidiaries in China. In addition of our current directors and officers are nationals and residents
of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As
a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in
the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful
in bringing an action of this kind, the laws of China may render you unable to enforce a judgment against our assets or the assets of
our directors and officers.

    2

There is uncertainty
as to whether the judgment of United States courts will be directly enforced in Hong Kong, as the United States and Hong Kong do not have
a treaty or other arrangements providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil
and commercial matters. However, a foreign judgment may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court
since the judgment may be regarded as creating a debt between the parties to it, provided that the foreign judgment, among other things,
is a final judgment conclusive upon the merits of the claim and is for a liquidated amount in a civil matter and not in respect of taxes,
fines, penalties, or similar charges. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud;
(b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary
to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict
with a prior Hong Kong judgment.

Item 1. Description of Business, page 1

 2. In future filings, please disclose prominently in this
section of the annual report that you are not a Chinese operating company but a Delaware holding company with operations conducted by
your subsidiaries based in China and that this structure involves unique risks to investors. 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, 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.

In response to the Staff’s
comment, the Company proposes to include the following disclosure in its future annual reports:

Page 1:

Item 1. Description of Business.

Overview and Corporate History

The Company is a Delaware holding company that
conducts its operations and operates its business in China through its PRC subsidiaries. Such structure involves unique risks to our investors.
The Chinese government may intervene in or influence the operation of PRC subsidiaries and exercise significant oversight and discretion
over the conduct of our business or may exert more control over offerings conducted overseas by, and/or foreign investment in, China-based
issuers, which could result in a material change in our operations and/or the value of our common stock. Furthermore, rules and regulations
in China may change quickly with short advance notice, If the PRC imposes limitations on the ownership structure of the Company or disallows
our current ownership structure all together in the future, or if the PRC government takes other future actions resulting in a material
change in our operations, the value of our shares may depreciate significantly or become worthless. See “Risk Factors — Risks
Relating to Our Corporate Structure” and “Risk Factors — Risks Related to Doing Business in China”.

    3

 3. In future filings, 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 your securities
or could significantly limit or completely hinder your ability to offer securities to investors in the future 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 the location of your auditor'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 response to the Staff’s
comment, the Company proposes to add the following disclosure in its future annual reports:

Page 1

Item 1. Description of Business.

Overview and Corporate History

***

There are significant legal and operational risks
associated with being based in or having the substantial all of its operations in China, including those changes in the legal, political
and economic policies of the Chinese government, the relations between China and the United States, or Chinese or U.S. regulations, all
of which may materially and adversely affect our business, financial condition and results of operations. Any such changes could cause
the value of our securities to significantly decline or become worthless. The PRC government has significant authority to exert influence
on the ability of a company with substantive operations in China, such as us, to conduct its business, accept foreign investments or list
on a U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly
regulatory actions, oversight on cybersecurity and data privacy. As of the date of this annual report, we do not believe that we are subject
to (a) the cybersecurity review with the Cyberspace Administration of China, or CAC, as we do not qualify as a critical information infrastructure
operator or possess a large amount of personal information in our business operations, and our business does not involve data possessing
that affects or may affect national security, implicates cybersecurity, or involves any type of restricted industry; or (b) merger control
review by China’s anti-monopoly enforcement agency due to the fact that we do not engage in monopolistic behaviors that are subject
to these statements or regulatory actions. However, since these statements and regulatory actions are new, it is highly uncertain how
soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations
and interpretations will be modified or promulgated, and, if any, the potential impact such modified or new laws and regulations will
have on our daily business operation, ability to accept foreign investments and listing of our securities. In particular, as we are a
holding company with substantive business operations in China, you should pay special attention to disclosures included in this annual
report and risk factors included herein, including but not limited to risk factor such as “Risk Factors — Risks Relating to
Our Corporate Structure” and “Risk Factors — Risks Related to Doing Business in China”.

    4

The PRC government has significant oversight and
discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to
further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain
industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the industry where
we operate, which could adversely affect our business, financial condition and results of operations. These risks could result in a material
change in our operations and the value of our ordinary shares, or could significantly limit or completely hinder our ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. For
more information on various risks related to doing business in China, see “Risk Factors — Risks Related to Doing Business
in China”.

Pursuant to the Holding Foreign Companies Accountable
Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect an issuer’s auditors for
three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued a Determination
Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms
headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in
mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more
authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject
to these determinations. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December
29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”)
was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign
Companies Accountable Act and amended the HFCAA by requiring 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, thus reducing the time
period for triggering the prohibition on trading. On August 26, 2022,