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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)

May 7, 2024

VIA EDGAR

Stephen Kim

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Akso Health Group

    Form 20-F for the Fiscal Year Ended March 31, 2023

    Filed July 14, 2023

    File No. 001-38245

Dear Stephen Kim,

Akso Health Group (“we”
or the “Company”) is hereby providing responses to comments of the Staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) issued on March 19, 2024 regarding the Company’s Form 20-F for the fiscal year ended
March 31, 2023 (the “2023 Form 20-F”) and addressed to Linda Wang (the “Staff’s Letter”).

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 discussion of risks facing the company as a result of this holding company structure.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows (revisions in italic):

Akso
Health Group is a holding company incorporated in the Cayman Islands in April 2016 and not a Chinese or Hong Kong operating company. As
a holding company with no material operations of our own, we conduct our business primarily through our U.S. subsidiaries, PRC subsidiaries
in China and within the last fiscal year, the former variable interest entities based in China. Our current corporate structure
involves unique risks to investors. Our securities are securities of Akso Health Group, the offshore holding company in the Cayman Islands,
instead of securities of our subsidiaries. Investors may never hold equity interests in our subsidiaries.

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.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows (revisions in italic):

Our operations in China are
governed by PRC laws and regulations. As of the date of this annual report, 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. All
of our PRC subsidiaries are required to obtain, and have obtained, their respective Business Licenses. However, given the uncertainties
of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot
assure you that we have obtained all the permits or licenses required by the PRC government authorities for conducting our business in
China. We may be required to obtain additional licenses, permits, filings or approvals for the functions to operate our business in the
future. The Chinese regulatory authorities could intervene or influence the operations of our
Chinese operating subsidiaries, including disallowing our corporate structure, which would likely result in a material change in our operations
and/or a material change in the value of our ordinary shares. For more detailed information, see “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in the People’s Republic of China.—Any
actions by the Chinese government, including any decision to intervene or influence the operations of the operating entities or to exert
control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material
changes to the operations of the PRC operating entities, may limit or completely hinder our ability to offer or continue to offer securities
to investors, and may cause the value of such securities to significantly decline or be worthless.”

We
are subject to legal and operational risks associated with being based in and having the majority of our operations in China. These risks
may result in a material change in our operations, or a complete hindrance of our ability to offer or continue to offer our securities
to investors, and could cause the value of such securities to significantly decline or become worthless. Recently, the PRC government
initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including
cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable
interest entity structure, and adopting new measures to extend the scope of cybersecurity reviews. On July 6, 2021, the General Office
of the Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack
down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other
things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,
to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application
of the PRC securities laws. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) published the Security
Administration Draft, which provides that data processing operators engaging in data processing activities that affect or may affect national
security must be subject to network data security review by the relevant Cyberspace Administration of the PRC. According to the Security
Administration Draft, data processing operators who possess personal data of at least one million users or collect data that affects or
may affect national security must be subject to network data security review by the relevant Cyberspace Administration of the PRC. The
deadline for public comments on the Security Administration Draft was December 13, 2021. The Security Administration Draft has not been
fully implemented as of the date of this annual report. On December 28, 2021, the CAC, together with 12 other governmental departments
of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review
Measures require that an online platform operator which possesses the personal information of at least one million users must apply for
a cybersecurity review by the CAC if it intends to be listed in foreign countries. As confirmed by our PRC counsel, Hebei
Changjun Law Firm since we are not an online platform operator that possesses over one million users’ personal information,
we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures, and for the same reason, we will
not be subject to the network data security review by the CAC if the Draft Regulations on the Network Data Security Administration (Draft
for Comments) are enacted as proposed. There remains uncertainty, however, as to how the Cybersecurity Review Measures will be interpreted
or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation
and interpretation related to the Cybersecurity Review Measures. For further details, see “Item 3. Key Information — D. Risk
Factors — Risks Relating to Doing Business in the People’s Republic of China — We may become subject to a variety of
laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.”

    2

In
addition, since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing
the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law
(draft Amendment published on October 23, 2021 for public opinion; the newly revised Anti-Monopoly Law was promulgated on June 24, 2022,
and became effective on August 1, 2022), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation
of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.
As of the date of this annual report, the Chinese government’s recent statements and regulatory actions related to anti-monopoly
concerns have not impacted our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange, because
neither the Company nor its PRC operating entities engage in monopolistic behaviors that are subject to these statements or regulatory
actions.

On
February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which came
into effect on March 31, 2023. The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing by
PRC domestic companies by adopting a filing-based regulatory regime. Pursuant to the Overseas Listing Trial Measures, domestic companies
that seek to offer or list securities overseas, whether directly or indirectly, should fulfill the filing procedures and report relevant
information to the CSRC within three working days after submitting listing applications and subsequent amendments. According to the Notice
on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC,
or the CSRC Notice, the domestic companies that have already been listed overseas before the effective date of the Overseas Listing Trial
Measures (i.e. March 31, 2023) shall be deemed to be existing issuers (the “Existing Issuers”). Existing Issuers are not required
to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings. Further,
according to the CSRC Notice, domestic companies that have obtained approval from overseas regulatory authorities or securities exchanges
(for example, the effectiveness of a registration statement for offering and listing in the U.S. has been obtained) for their overseas
offering and listing prior March 31, 2023 but have not yet completed their overseas issuance and listing, are granted a six-month transition
period from March 31, 2023 to September 30, 2023. Those that complete their overseas offering and listing within such six-month period
are deemed to be Existing Issuers and are not required to file with the CSRC for their overseas offerings and listings. Within such six-month
transition period, however, if such domestic companies fail to complete their overseas issuance and listing, they shall complete the filing
procedures with the CSRC. Our PRC counsel, Hebei Changjun Law Firm, has advised us that, since we obtained approval from both the SEC
and The Nasdaq Capital Market (“Nasdaq”) to issue and list our ordinary share on the Nasdaq prior to March 31, 2023, we are
not required to make the filing with the CSRC pursuant to the Overseas Listing Trial Measures. We shall be required, however, to file
with the CSRC for any subsequent offerings. Given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries
will be required to obtain approvals from the PRC government to offer securities to foreign investors in the future, and whether we would
be able to obtain such approvals. If we are unable to obtain such approvals if required in the future, or inadvertently conclude that
such approvals are not required then the value of our ordinary shares may depreciate significantly or become worthless. See “Item
3. Key Information — D. Risk Factors —Risks Relating to Doing Business in the People’s Republic of China — The
PRC government exerts substantial influence over the manner in which we and our PRC subsidiaries must conduct our business activities.
We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if we or our PRC subsidiaries
are required to obtain approval in the future and are denied permission from Chinese authorities to list on U.S. exchanges, we will
not be able to continue listing on U.S. exchanges, which would materially affect the interest of the investors.”

    3

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.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows:

Pursuant
to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not
be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.
The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined
to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the
PRC regarding Hong Kong as a special administrative region of the PRC are reflected i