SecProbe.io

May 2, 2018
Xiaoyan Shen
Chief Financial Officer
TMSR Holding Company Limited
A101 Hanzheng Street City Industry Park
No. 21 Jiefang Avenue, Qiaokou District
Wuhan, Hubei, China  430000
Re:TMSR Holding Company Limited
Preliminary Proxy Statement on Schedule 14A
Filed April 12, 2018
File No. 001-37513
Dear Ms. Shen:
            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 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 to these comments, we may have additional comments.
PRE 14A filed April 12, 2018
Notice of Special Meeting of Stockholders
Proposal 6, page 1
1.Proposal six in your Notice of Special Meeting of Stockholders states that stockholders
will vote to amend your Certificate of Incorporation to increase the number shares of your
common stock from 100,000,000 to 200,000,000, increase the number of shares of
preferred stock from 10,000,000 to 20,000,000 shares, and consequently increase the total
number of all classes of capital stock you have the authority to issue from 110,000,000 to
220,000,000.  Your disclosure in the "General" and "Purpose of the Proposal" sections on
page 23 states that your stockholders will vote to amend your Certificate of Incorporation
to increase the number of your authorized common shares from 11,000,000 to

 FirstName LastNameXiaoyan Shen
 Comapany NameTMSR Holding Company Limited
 June 16, 2017 Page 2
 FirstName LastName
Xiaoyan Shen
TMSR Holding Company Limited
May 2, 2018
Page 2
22,000,000.  Please revise to make the disclosures of your common and preferred stock
authorizations consistent throughout the filing.
Proposal 6, page 1
2.We note disclosure that stockholders will vote on an amendment to your certificate of
incorporation to increase your number of shares of preferred stock from 10,000,000 to
20,000,000.  Please revise to include disclosure of the stockholder vote to increase the
number of your authorized shares of preferred stock in the "Proposal 6" section on page
2.  Please also revise the description on your proxy card to reflect the increase in common
stock and preferred stock.
Proposal 6 - Approval of the Re-Domicile and the Merger, page 24
3.Please revise the "Proposal 6" heading to state that this disclosure relates to "Proposal 7".
Proxy Card - General, page G-19
4.Please revise to indicate that the form of proxy is a preliminary copy.  Refer to Rule 14a-
6(e)(1).
Proxy Card - Proposal 3, page G-19
5.As presented, proposal three appears to provide stockholders with the option to vote for,
against or abstain, the frequency to conduct future advisory stockholder votes on
executive compensation.  Please revise the proxy card to clearly state all voting options
available to stockholders.  Refer to Section II.B.3 of Securities Act Release No. 33-9178
(adopted January 25, 2011).
            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 Sherry Haywood, Staff Attorney, at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel, at (202) 551-3754 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction