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United States securities and exchange commission logo
March 19, 2024
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building
No. 44, Moscow Road , Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Form 20-F for the Fiscal Year Ended March 31, 2023
Filed July 14, 2023
File No. 001-38245
Dear Linda Wang:
            We have reviewed your filing and have the following comment(s).
            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
Item 3: Key Information, page 1
1.Please amend to disclose prominently that you are not a Chinese operating company but a
Cayman Islands holding company with operations conducted by your subsidiaries, and
within the last fiscal year, through the former variable interest entities based in China.
Also disclose that this structure involves unique risks to investors. If true, disclose that
these contracts relating to the variable interest entities have not been tested in court.
Explain whether the former variable interest entity structure was 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 your holding company
structure, which would likely result in a material change in your operations and/or a
company’s securities, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross reference to your detailed

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Akso Health Group
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discussion of risks facing the company as a result of this holding company structure.
2.We note your disclosure that your operations are subject to PRC laws and regulations and
your cross reference to risk factors detailing the risk of doing business in the PRC. Please
provide prominent disclosure that there are 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 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.
3.Please amend to discuss the applicable laws and regulations in Hong Kong, and/or Macau,
as applicable, as well as the related risks and consequences, including (as applicable and
without limitation) enforceability of civil liabilities in Hong Kong/Macau and China’s
Enterprise Tax Law. Please also disclose how regulatory actions related to data security or
anti-monopoly concerns in Hong Kong/Macau have or may impact the company’s ability
to conduct its business, accept foreign investment or list on a U.S./foreign exchange.
4.We note your disclosure on how cash is transferred through your organization and
dividends or distributions made to your company. Please amend to affirmatively disclose
if you settled amounts owed under the former VIE agreements. Please also provide a
condensed consolidating schedule and cross references to such schedule and the
consolidated financial statements, and disclose where your annual dividend policy is
memorialized.
5.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC or Hong
Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of the PRC or Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to transfer cash or assets. In this regard, we note that Item 3 currently
contain some of this disclosure but its limited to a specific entity and Hong Kong.  Please
revise as applicable.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies, and disclose the
source of such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.); alternatively, state that you have no such cash management policies that
dictate how funds are transferred.

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Akso Health Group
March 19, 2024
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7.We note that during this reporting period and fiscal year, the company used variable
interest entities. Please amend to disclose clearly that the company used a structure that
involved a VIE based in China and what that entailed, and provide early in the summary a
diagram of the company’s corporate structure, identifying the person or entity that owns
the equity in each depicted entity. Please add a footnote or other narrative disclosure to
explain the dissolution of your former VIEs. Describe all contracts and arrangements
through which you claimed to have economic rights and exercise control that resulted in
consolidation of the VIE’s operations and financial results into your financial statements.
8.In describing the former VIE, 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 amended disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes. Lastly, refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE.
9.Please amend to include a summary of risk factors. In your summary of risk factors,
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 the more
detailed discussion of these risks in the annual report. 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 your securities. 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.
With each summary risk factor, please also include a specific cross-reference (title and
page number) to the relevant individual detailed risk factor.
10.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please amend to 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

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Akso Health Group
March 19, 2024
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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.
Permissions Required from the PRC Authorities for the Operations and Securities Offerings...,
page 1
11.We note your disclosure that "all of our PRC subsidiaries have obtained the requisite
licenses and permits from the PRC government authorities that are material for the
business operations of our holding company, our subsidiaries, including, business
licenses, a Class II Medical Device Selling Record Certificate and a Class III Medical
Device Operation License." The disclosure here should not be qualified by materiality.
Please make appropriate revisions to your disclosure.
Item 3.D: Risk Factors, page 5
12.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. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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. 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.

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 March 19, 2024 Page 5
 FirstName LastName
Linda Wang
Akso Health Group
March 19, 2024
Page 5
            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 Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joan Wu