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China SXT Pharmaceuticals, Inc.

178 Taidong Rd North, Taizhou Jiangsu, China

April 13, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Joe McCann

    Lauren Sprague Hamill

    Tara Harkins

    Lynn Dicker

    Re:

    China SXT Pharmaceuticals, Inc.

    Form 20-F for the Fiscal Year Ended March 31, 2022

    Filed July 18, 2022

    File No. 001-38773

Ladies and Gentlemen:

China SXT Pharmaceuticals,
Inc. (the “Company”, “SXTC,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated March 31, 2023 regarding our Form 20-F for fiscal year ended March 31, 2022. For ease of
reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Form 20-F for the Fiscal Year Ended March 31, 2022

Part I, page 1

    1.
    At the onset of Part I, please disclose prominently that you are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China and that this structure involves unique risks to investors. State, as you have on page 27, that these contracts have not been tested in court. Explain whether the VIE structure is 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 this structure, which would likely result in a material change in your operations and/or a material change in the value of your securities, including that it could cause the value of your 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 structure.

Response: In response
to the Staff’s comment, we respectfully propose to revise the following disclosure at the onset of Part I, CERTAIN INFORMATION (revisions
in italic):

In this amendment
to the annual report on Form 20-F, unless otherwise indicated, “we,” “us,” “our company” and “our”
refer to China SXT Pharmaceuticals, Inc. and its consolidated subsidiaries and the VIE; we conduct operations in China through our subsidiaries
and the VIE. “China SXT” or “the Company” refers to China SXT Pharmaceuticals, Inc., a company organized in
the British Virgin Islands. “SXT HK” refers to China SXT Group Limited, a Hong Kong Corporation. “WFOE” refers
to Taizhou Suxuantang Biotechnology Co. Ltd., a limited liability company organized under the laws of the PRC. “Taizhou Suxuantang”
or “the VIE” refers to Jiangsu Suxuantang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of
the PRC.

In addition, we propose
to add the following disclosure at the onset of Part I, CERTAIN INFORMATION:

We are a holding
company incorporated in the British Virgin Islands and not a Chinese operating company. As a holding company with no material operations
of our own, we conduct our operations through our subsidiaries in China and the VIE in China. For accounting purposes, we control and
receive the economic benefits of the VIEs through certain contractual arrangements (the “VIE Agreements”), which enable us
to consolidate the financial results of the VIEs in our consolidated financial statements under generally accepted accounting principles
in the U.S. (“U.S. GAAP”), and the structure involves unique risks to investors. Our shareholders hold equity interest in
China SXT, the offshore holding company in the British Virgin Islands, instead of equity interest in our subsidiaries or the VIE in China,
The VIE structure provides contractual exposure to foreign investment in China-based companies. Chinese law, however, does not prohibit
direct foreign investment in the VIE. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure”
and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC.”

Because we
do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications of
PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through special purpose
vehicles and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions
of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations,
and the value of our Ordinary Shares may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court
of law in China as of the date of this amendment to the annual report. See “Item 3. Key Information—D. Risk Factors—Risks
Related to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business
in the PRC.”

In addition, we propose
to add the following risk factor to “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China”:

If the
PRC government determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC regulations,
or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the
assets of the VIE, and our Ordinary Shares may decline in value or become worthless.

Recently, the
PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those
related to VIE. There are currently no relevant laws or regulations in the PRC that prohibit companies whose entity interests are within
the PRC from listing on overseas stock exchanges. The VIE Agreements have not been tested in a court of law in China as of the date of
this amendment to the annual report. Although we believe that our corporate structure and contractual arrangements comply with current
applicable PRC laws and regulations, in the event that PRC government determines that the contractual arrangements constituting part of
the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, we
may be unable to assert our contractual rights over the assets of the VIEs, and our Ordinary Shares may decline in value or become worthless.

    2.
    Please revise page 1 to clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations, and make conforming revisions throughout as appropriate. Identify clearly the entity in which investors purchase their interest and the entity(ies) in which the company’s operations are conducted. Disclose, as you have elsewhere, that your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company does not conduct operations.

Response: In response
to the Staff’s comment, we respectfully direct your attention to our response to Comment 1 above.

    2

3.D. Risk Factors,
page 2

    3.
    In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, please state whether you, your subsidiaries, or the VIEs are covered by permissions requirements from the Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve the VIE’s operations. Revise your disclosure to explain how this oversight impacts your business and your securities, if at all, and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Response: In response
to the Staff’s comment, we respectfully propose to add the following risk factor to “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China”:

Recent
greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact
our business and our offering.

On December
28, 2021, the Cyberspace Administration of China, or 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
provides that, in addition to critical information infrastructure operators (“CIIOs”) that intend to purchase Internet products
and services, data processing operators engaging in data processing activities that affect or may affect national security must be subject
to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity
review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing.
The Cybersecurity Review Measures further requires that CIIOs and data processing operators that possess personal data of at least one
million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries.

On November
14, 2021, 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.

As of the date of this amendment to
the annual report, we have not received any notice from any authorities identifying our WFOE or the VIE as CIIOs or requiring us to go
through cybersecurity review or network data security review by the CAC. As the Cybersecurity Review Measures became effective and if
the Security Administration Draft is enacted as proposed, we believe that the operations of our WFOE and the VIE and our listing will
not be affected and that we are not subject to cybersecurity review and network data security review by the CAC, given that: (i) as companies
that focuses on the research, development, manufacture, marketing and sales of TCMP, our WFOE and the VIE are unlikely to be classified
as CIIOs by the PRC regulatory agencies; (ii) our WFOE and the VIE do not possess personal data of more than one million individual customers
in the business operations as of the date of this amendment to the annual report; and (iii) since our WFOE and the VIE are in the TCMP
industry, data processed in our business is unlikely to have a bearing on national security and therefore is unlikely to be classified
as core or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the
Security Administration Draft 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 and the Security
Administration Draft. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all
reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. We cannot guarantee, however, that we
will not be subject to cybersecurity review and network data security review in the future. During such reviews, we may be required to
suspend our operation or experience other disruptions to our operations. Cybersecurity review and network data security review could also
result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially
and adversely affect our business, financial conditions, and results of operations.

    3

    4.
    With respect to each permission or approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate your business and to offer securities to foreign investors, describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: In response
to the Staff’s comment, we respectfully direct your attention to our response to comment 3 above and the risk factor titled “Our
business requires a number of permits and licenses” in our annual report for the year ended March 31, 2022.

In addition, we respectfully
propose to add the following risk factor to “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business
in China”:

The Opinions,
the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements
in the future.

The General
Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions
on Severely Cracking Down on Illegal Securities Activities According to Law,” or the “Opinions,” which were made available
to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and
the supervision on overseas listings by China-based companies. The Opinions proposed to take effective measures, such as promoting the
construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the
demand for cybersecurity and data privacy protection. The aforementioned policies and any related implementation rules to be enacted may
subject us to additional compliance requirements in the future. On February 17, 2023, the China Securities Regulatory Commission (the
“CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or
the “Trial Measures,” and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures,
domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with
the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings
or listing application. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies
any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify,
warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons
may also be subject to administrative penalties, such as warnings and fines.

Accor