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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)

June 28, 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

    Response Dated May 7, 2024

    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 June 14, 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”).

Correspondence filed May 7, 2024

Item 3. Key Information, page 1

1. We note your revisions pursuant to comment
1, your proposed revised disclosure and reissue in part. Please disclose, as you do elsewhere, that the contracts relating to the former
variable interest entities have not been tested in court. Please also disclose if 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.

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. The contracts relating to the former
variable interest entities have not been tested in court. 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.
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 revisions pursuant to comment
7, your proposed revised disclosure and reissue in part. Please depict more clearly how the VIEs relate to each other and the company
within the diagram. In this regard, please also identify the person or entities which own the equity in each depicted entity to include
the VIEs. Lastly, please also add a footnote or other narrative disclosure to explain the dissolution of your former VIEs.

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

Contractual Arrangements and Corporate Structure

Akso Health Group, formerly
known as Xiaobai Maimai Inc., is a limited company incorporated under the laws of the Cayman Islands and currently conducts substantially
all of our business operations in the PRC through our wholly foreign owned entities (“WFOEs”) incorporated in the PRC and
certain business operations through the PRC consolidated variable interest entity (“VIE”). Due to PRC legal restrictions on
foreign ownership and investment in the value-added telecommunications market, we rely on a series of contractual arrangements among the
VIE and its shareholders to operate our online and mobile platforms in China. These contractual arrangements entered into with the VIE
allow us to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii)
have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. These
contractual arrangements include an exclusive business cooperation agreement, exclusive option agreement, equity interest pledge agreement,
and a power of attorney. As a result of these contractual arrangements, we exert effective control over, and are considered the primary
beneficiary of, the VIE and consolidate its operating results in our financial statements under U.S. GAAP. As used in this annual report,
unless otherwise indicated, “we,” “us,” “our,” the “Company” and “Akso Health”
refer to Akso Health Group, a company organized in the Cayman Islands; “we,” “us,” “our,” “our
company,” the “Company” or similar terms refer to Cayman Islands and/or its consolidated subsidiaries, other than the
variable interest entity, Beijing Hexin Yongheng Technology Development Co., Ltd., a PRC company, and its subsidiaries, unless the context
otherwise indicates; and the “VIE” refers respectively to the variable interest entity and its subsidiaries, Wusu Hexin Yongheng
Trading Co., Ltd , Hexin Digital Technology Co., Ltd. and Beijing Hexin Jiuding Technology Co., Ltd.

As a result of such series
of contractual arrangements, the Company and its subsidiaries become the primary beneficiary of the VIE for accounting purposes and the
VIE is deemed as a PRC consolidated entity under U.S. GAAP. We consolidate the financial results of the VIE and its subsidiaries in our
consolidated financial statements in accordance with U.S. GAAP. Neither we nor the Company’s investors own any equity ownership
in, direct foreign investment in, or control through such ownership/investment of the VIE. These contractual arrangements have not been
tested in a court of law in the PRC. As a result, investors in the Company’s ADSs are not purchasing an equity interest in the VIE
or its subsidiaries but instead are purchasing an equity interest in the Company, the Cayman Islands holding company.

The diagram below shows our
corporate structure as of the date of March 31, 2023, including the WFOEs, the VIE and its subsidiaries. However, investors are cautioned
that the enforceability of such VIE Agreements has not been tested in a court of law. The Company conducts operations in China primarily
through WFOEs and its subsidiaries in China, including the VIE. As a result, the Company does not conduct any business on its own. The
VIE structure is used to provide investors with contractual exposure to foreign investment in China-based companies where Chinese law
prohibits or restricts direct foreign investment in the operating companies. Due to PRC legal restrictions on foreign ownership in internet-based
businesses, we do not have any equity ownership of the VIE, instead we receive the economic benefits of the VIE’s business operations
through certain contractual arrangements. As a result of such series of contractual arrangements, the Company and its subsidiaries become
the primary beneficiary of the VIE for accounting purposes and the VIE as a PRC consolidated entity under U.S. GAAP. We consolidate the
financial results of the VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. Neither we nor
the Company’s investors own any equity ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE. Investors are purchasing an interest in the Company, the Cayman holding company.

    2

The
former variable interest entities or former VIEs refer to Beijing Hexin Jiuding Technology Co., Ltd (“Hexin Jiuding”), Wusu
Hexin Yongheng Commercial and Trading Co., Ltd. (“Wusu Company”) and Hexin Digital Technology Co., Ltd. (“Hexin Digital”).

Contractual Arrangements
with Wusu Company, Hexin Digital and Hexin Jiuding

The following
is a summary of the currently effective (i) contractual arrangements by and among our wholly-owned subsidiary, Beijing Hexin Yongheng
Technology Development Co., Ltd. (“Hexin Yongheng”), the consolidated variable interest entity, Wusu Company, and Hexin E-Commerce
Co. Ltd. (“Hexin E-Commerce”), the shareholder of Wusu Company, (ii) contractual arrangements by and among our wholly-owned
subsidiary, Hexin Yongheng, the consolidated variable interest entity, Hexin Digital and Hexin Jinke Group Co., Ltd. (“Hexin Jinke”),
the shareholder of Hexin Digital, and (iii) contractual arrangements by and among our wholly-owned subsidiary, Hexin Yongheng, our
consolidated variable interest entity, Hexin Jiuding and Hexin Fengze Asset Management (Beijing) Co., Ltd. (“Hexin Fengze”),
the shareholder of Hexin Jiuding.

Agreements that
Provide us Effective Control over Wusu Company

Internal Reorganization
of Wusu Company. Prior to the internal reorganization of Wusu Company, Hexin E-Commerce, Jia Ming and Wu Shiwei, each
held 94%, 5% and 1% of the equity interest of Wusu Company, respectively. On January 1, 2018, Hexin Yongheng, Wusu Company, Hexin
E-Commerce, Jia Ming and Wu Shiwei entered into a series of agreements (the “2018 Wusu VIE Agreements”), and as a result of
which, Hexin Yongheng became the primary beneficiary of and controlled Wusu Company. On November 20, 2020, for the purpose of internal
reorganization and conducted under the sole and continuous control of Hexin Yongheng and us, Jia Ming and Wu Shiwei transferred 5% and
1% of equity interest of Wusu Company registered under their names to Hexin E-Commerce, which in turn and became the legal title owner
of 100% of the equity interest of Wusu Company. On November 20, 2020, Hexin Yongheng, Wusu Company, Hexin E-Commerce, Jia Ming, Wu
Shiwei and Wang Huan, the spouse of Jia Ming, entered into a VIE termination agreement, which terminated all rights and obligations with
respect to each party thereto under the 2018 Wusu VIE Agreements. On December 1, 2020, Wusu Company, Hexin E-Commerce and Hexin Yongheng
entered into new contractual agreements, and as a result of which, Hexin Yongheng remains the primary beneficiary of and controls Wusu
Company.

Equity Interest
Pledge Agreements. Pursuant to the equity interest pledge agreements, Hexin E-Commerce, the shareholder of Wusu Company,
has pledged all of its equity interest in Wusu Company to guarantee the shareholder’s and Wusu Company’s performance of their
obligations under the exclusive business cooperation agreement, exclusive option agreement and power of attorney. If Wusu Company or Hexin
E-Commerce breaches their contractual obligations under these agreements, Hexin Yongheng, as pledgee, will be entitled to certain rights
regarding the pledged equity interests, including being paid in priority based on the monetary valuation that the equity interest is converted
into or receiving proceeds from the auction or sale of the pledged equity interests of Wusu Company in accordance with the PRC law. Hexin
E-Commerce agrees that, during the term of the equity interest pledge agreements, it will not transfer the pledged equity interests or
place or permit the existence of any security interest or encumbrance on the pledged equity interests without the prior written consent
of Hexin Yongheng. The equity interest pledge agreements remain effective until Wusu Company and Hexin E-Commerce discharge all of their
obligations under the contractual arrangements. We have registered the equity pledge with the relevant office of the Administration for
Industry and Commerce in accordance with the PRC Property Rights Law.

    3

Powers of Attorney. Pursuant
to the powers of attorney, Hexin E-Commerce has irrevocably appointed Hexin Yongheng to act as such shareholder’s exclusive attorney-in-fact
to exercise all shareholder rights, including, but not limited to, voting on all matters of Wusu Company requiring shareholder approval,
disposing of all or part of Hexin E-Commerce’s equity interest in Wusu Company, and appointing directors and executive officers.
Hexin Yongheng is entitled to designate any person to act as such Hexin E-Commerce’s exclusive attorney-in-fact without notifying
or the approval of Hexin E-Commerce, and if required by PRC law, Hexin Yongheng shall designate a PRC citizen to exercise such right.
Each power of attorney will remain in force for so long as Hexin E-Commerce remains a shareholder of Wusu Company. Hexin E-Commerce has
waived all the rights which have been authorized to Hexin Yongheng and will not exercise such rights.

Agreement that Allows
us to Receive Economic Benefits from Wusu Company

Exclusive Business
Cooperation Agreement. Under the exclusive business cooperation agreement between Hexin Yongheng and Wusu Company, Hexin
Yongheng has the exclusive right to provide Wusu Company with technical support, consulting services and other services. Without Hexin
Yongheng’s prior written consent, Wusu Company agrees not to accept the same or any similar services provided by any third party.
Hexin Yongheng may designate other parties to provide services to Wusu Company. Wusu Company agrees to pay service fees on a monthly basis
and at an amount determined by Hexin Yongheng after taking into account multiple factors, such as the complexity and difficulty of the
services provided, the time consumed, the content and commercial value of services provided and the market price of comparable services.
Hexin Yongheng owns the intellectual property rights arising out of the performance of this agreement. In addition, Wusu Company has granted
Hexin Yongheng an irrevocable and exclusive option to purchase any or all of the assets and businesses of Wusu Company at the lowest price
permitted under PRC law. Unless otherwise agreed by the parties or terminated by Hexin Yongheng unilaterally, this agreement will remain
effective permanently.

Agreements
that Provide us with the Option to Purchase the Equity Interest in Wusu Company

Exclusive
Option Agreements of Wusu Company. Pursuant to the exclusive option agreements, Hexin E-Commerce has irrevocably granted Hexin
Yongheng an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted
under PRC law, all or part of Hexin E-Commerce’s equity interests in Wusu Company. The purchase price is RMB10 (US$1.4) or the minimum
price required by PRC law. If Hexin Yongheng exercises the option to purchase part of the equity interest held by Hexin E-Commerce, the
purchase price shall be calculated proportionally. Wusu Company and Hexin E-Commerce have agreed to appoint any persons designated by
Hexin Yongheng to act as Wusu Company’s directors. Without Hexin Yongheng’s prior written consent, Wusu Company shall not
amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial
interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into
any material contract with a value of more than RMB100,000 (US$14,123) (except those contracts entered into in the ordinary course of
business), merge with or acquire any other persons or make any investments, or distribute dividends to Hexin E-Commerce. Hexin E-Commerce
has agreed that, without Hexin Yongheng’s prior written consent, it will not dispose of its equity interests in Wusu Company or
create or allow any encumbrance on its equity interests. These agreements will remain effective until all equity interests of Wusu Company
held by Hexin E-Commerce have been transferred or assigned to Hexin Yongheng or its designated person(s).

    4

Agreements
that Provide us Effective Control over Hexin Digital

Equity
Interest Pledge Agreement. Pursuant to the equity interest pledge agreement dated August 1, 2019, Hexin Jinke has
pledged all of its equity interest in Hexin Digital to guarantee Hexin Jinke’s and Hexin Digital’s performance of their obligations
under the exclusive business cooperation agreement, lo