SecProbe.io

Mail Stop 4561
January 4, 2018

Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o 2nd Floor, Building 18, Shanghai Pudong Software Park
498 Guoshoujing Road, Pudong,  Shanghai 201203
People’s Republic of China

Re: CLPS Incorporation
Confidential Draft Registration Statement on Form F -1
  Submitted December 8, 2017
  CIK No. 0001724542

Dear Mr. Lin:

We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registratio n statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

Facing Page

1. Please advise u s why you checked the box that your offering will be made on a delayed
or continuous basis pursuant to Rule 415.  We note, for example, that there is no selling
shareholder or resale offering disclosed in your registration statement.   Further, given that
you do not appear to be registering a resale offering, explain the reference to “[r]esales of
common stock issuable upon exercise of the underwriter warrants” in footnote 3 to the
fee table.

Prospectus Cover Page

2. Please revise to disclose the  anticipate d beneficial ownership of your  common stock by
Chairman Xiao Feng Yang and CEO Raymond Ming Hui Lin on your prospectus cover
page after your initial public offering.  In addition, advise  whether you will be a
“controlled company” under NASDAQ Capital Marke ts rules following this offering.   If
so, provide corresponding disclosure where appropriate , including on the cover page and

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 2

 in your risk factor and management sections, and clarify whether you will take advantage
of any controlled company exemptions  from  corporate governance rules.

Table of Contents, page i

3. Please re -locate the last two paragraphs on page i and the glossary appearing on page ii so
that the prospectus summary more immediately follows the table of contents.  For
example, consider moving t his text so that it appears after the summary.

Prospectus Summary

Our Company, page 2

4. Please revise to clarify the extent to which  you provide proprietary software solutions to
your Consulting Services clients.  On page one, you reference “turn -key financial
solutions,” “sales and delivery platforms for IT services and solutions,” and a “common
platform.”  Please clarify what you mean by these terms and whether your services to
your banking and credit card clients involve the use of your software by your clients or if
you are referring solely to developer tools used by your clients.  For example, it is unclear
whether you r Consulting Services involve clients hiring your employees as outsourced IT
software developers to build or modify their own propri etary systems or  to implement
your own software systems.

Industry and Market Background, page 3

5. On page 4 of your prospectus summary, you provide a diagram of the IT Solutions in
Banking Industry, which includes four types of solutions and many sub -solut ions.  Please
revise to clarify which of these categories of solutions you compete in.  In this regard, we
note that under the Business Type Solutions, there are two categories called “Core
Banking System” and “Credit Card Operating System.”  To the extent  your Consulting
Services line of business encompasses a broader set of markets, please clarify.   As you
know, the summary should be brief and should highlight only the key aspects of the
company and the offering.  Refer to Item 503(a) of Regulation S -K.

Our Corporate Structure, page 7

6. Please clarify if your cross -reference to “Our Corporate Structure” to a later portion of
your prospectus, with more details of your corporate history, is referring to the Corporate
History and Background subheading on page  52 or if you will provide a new “Our
Corporate Structure” section in  a subsequent amendment.  We were unable to find an
“Our Corporate Structure” section outside of the prospectus summary.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 3

 Risk Factors

Risks Relating to Our Corporate Structure

 We wil l likely not pay dividends in the foreseeable future, page 22

7. This risk factor indicates that you have not previously paid any cash dividends, but
disclosures on page 45 and F -7 indicate that you paid dividends to existing shareholders
during fiscal 2017 and 2016.  Please advise or revise as appropriate.

Risks Related to Doing Business in China, page 23

General

8. We note from your disclosures that the majority of your operations are conducted in
China.  Please expand y our risk factor disclosures to address the risk  that U.S. regulators’
ability to conduct investigations and inspections within China is limited .

Substantial uncertainties exist with respect to the enactment timetable and final ..., page 23

9. This risk factor states  that wastewater treatment products are not currently subject to the
foreign investment restrictions set forth in the Catalogue of Industries for Guiding
Foreign Investment.  Please revise to clarify the relevance of this disclosure and revise to
disclose how such MOFCOM regulations affect the service lines of CLPS.   We note in
this regard the disclosure on page 70 stating that under applicable PRC regulations, IT
services fall into the category of industries in which foreign investment is encouraged.

Use of Proceeds, page 34

10. You indicate that approximately 40% of your net offering proceeds are intended to  be
used for global expansion.  Please clarify what you mean by “global expansion,” such as
if this term  refers to opening new or expanding existing lo cations, expanding sales and
marketing, entering new markets in countries outside of China, and/or acquiring new
companies or entering into strategic alliances or joint ventures.

11. Please clarify whether any offering proceeds will be used to retire the amou nts owed to
your senior management  or other related parties that are disclosed on pages 81 and F -26.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview of Company, page 38

12. On page 39, you indicate that you “derive a substantial portion of [y]our revenues” in
China.  Please revise to clarify the amount of revenue that you generate outside of China.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 4

Factors Affecting Our Results of Operations, page 40

13. You describe that you r results of operations are significantly affected by your ability:
(i) to obtain new clients and repeat business from existing clients; (ii) to expand your
portfolio of service offerings; and (iii) to attract, retain and motivate qualified employees.
Further on page 15, you disclose that your utilization levels significantly impact your
gross margins and profitability.  Please advise us whether senior management uses key
operating metrics or similar measures  relating to these factors in managing your busi ness,
and if so, provide appropriate disclosure to the extent material to an understanding of
your results of operations .

Results of Operations

For the Years Ended June 30, 2017 and 2016 , page 40

14. We note from your disclosures on page 40 that your ability to obtain new clients, as well
as your ability to maintain and increase business from your existing clients, is one of the
most significant factors that affect your business and results of operatio ns.   We further
note from your disclosures that your ability to expand your portfolio of service offerings
is also one of the most significant factors that affect your business and results of
operations.  Please revise your disclosures  to discuss the incr ease in revenues attributable
to both new and existing clients as well as the increase in revenues attributable to both
new and existing service offerings.  R efer to Item 5.A of Form 20 -F and Section III.D of
SEC Interpretive Release  No. 33-6835.

Revenue, page 41

15. On page 41, you disclose that 92.9% of your fiscal year 2017 revenue is derived from IT
consulting service and a “majority of [y]our time -and-expense contracts are generated by
[y]our IT consulting service for clients in the financial ser vices industry.”  Please revise
to provide more specificity as to the percentage or amount of your IT consulting service
revenue that is  billed through time -and-expense contracts.  Similarly, please clarify what
you mean by “most of our clients in the fina ncial industry are international banks” by
providing  a more quantified description.

16. In the third paragraph on page 42 , you state that your IT consulting services business
“significantly increased by 99.1 % to $1.8 million .”  Th e reference here to “IT co nsulting
services”  appears to be in error and these amounts refer  instead  to your Customized IT
Solution Service line of business.  Please revise as appropriate.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 5

 Liquidity and Capital Resources, page 44

17. Please revise to disclose material amounts of cash disaggregated by currency
denomination as of the most recent balance sheet date in each jurisdiction in which your
affiliated entities are domiciled.  Further, please disclose any restrictions on foreign
exchange and your ability to transfer cash between e ntities and to any U.S. investors.
Refer to Item 5.B of Form 20 -F.

18. Please revise your disclosures to focus on the primary drivers of and other material
factors necessary to an understanding of your underlying cash flows and the indicative
value of histo rical cash flows.   As an example, please revise  to disclose your days sales
outstanding at each balance sheet date and the impact it has on your cash flows.  Refer to
Item 5.B.1 of Form 20 -F.

Our Business

Corporate History and Background , page 52

19. Please revise to provide a more detailed description of the reorganization transaction,
including descriptions of the specific transactions and agreements used to accomplish
your current Cayman Islands holding company structure.  Before -and-after-the-
reorg anization organization charts may add clarity.  We note in this regard the
organization chart presented on page 7.

20. On page 53, you list your  four wholly owned subsidiaries and equity interests in six PRC
or Hong Kong limited liability companies.  Please  revise to describe  briefly the activities
or operations that are conducted  by each of these entities , and clarify if any of them
contribute a material amount of  your total  revenue.

Customers, page 61

21. In a risk factor on page 12, you disclose that a sin gle customer accounted for 38.6% and
59.2% of your total revenue for the fiscal years 2017 and 2016, respectively.  Please
revise to provide a more detailed description of your relationship with this customer,
including which types of services are provided , the billing method(s) for you
agreement(s), and whether such agreement(s) involve long term contracts or
arrangements.  Also, please advise us  whether you have any material agreements  with
this client  upon which you are substantially dependent.  Refer  to Item 601(b)(10) of
Regulation S -K.

22. On page 1, you provide the names of “Technology” clients, such as ebay, Fair Isaac
Information Technology, Sony, and Novartis.  Please clarify whether these Technology
clients are customers of your Solution Services l ine of business.  Further, please clarify
the extent to which your banking and credit card Consulting Services clients are also

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 6

 clients of your Solutions Services line of business.  We note that you disclose on page 42
that part of your business strategy i s cross -selling your services.  Clarify , where
appropriate, whether this cross -selling strategy is referring to Consulting Services clients
also becoming Solution Services clients, or if you are referring to cross -selling products
within the respective lin e of business.

Regulation

Regulation Relating to PRC Information Technology Service Industry, page 70

23. Please clarify whether you or your subsidiaries have received the qualification certificates
from the Ministry of Industry and Information Technology for companies in China that
engage in system integration.

Management, page 73

24. Please advise us whether you have any additional member of senior management or
employees upon whom you are dependent, pursuant to Item 6.A of Form 20 -F.  In this
regard, we note your statement on page 12 that your success depends substantially on the
continued services of your senior executives and other key employees.

25. You refer to Chairman Xiao Feng Yang as the “founder chairman of the Company” and
refer to him as a founder  throughout your prospectus.  Please clarify why you refer to Mr.
Yang as a founder.  In your corporate history disclosures, you state that Jingsu Pan and
Xiaochung Deng established your primary operating s ubsidiary , CLPS Shanghai, in
August 2005.  It appe ars Mr. Yang first acquired a controlling interest in CLPS Shanghai
on October 13, 2013, years after CLPS Shanghai commenced operations.

26. Please revise to clarify whether you are exempt from any exchange corporate governance
rules due to your status as a  foreign private issuer and/or a controlled company, and
whether you are  nevertheless  voluntarily complying with such rules.  Further, clarify
whether any of your corporate governance practices differs from those required under
exchange listing requirement s for domestic companies.

27. You disclose on page 74 that your directors are not subject to a term of office.  In both
your management and risk factors sections, please clarify, if true, that there is no
requirement for annual election of directors.  We no te that you disclose on page 81 you
reference a director election at your “next annual meeting,” but shareholder meetings
only “may be held annually” on page 83.  To the extent that you will hold annual
meetings and director elections voluntarily or pursua nt to the rules of the exchange rules,
please clarify.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 7

 Related Party Transactions, page 81

28. The introductory paragraph to this section states that you are providing disclosure of
related party transactions since July 1, 2015.  Please revise to ensure tha t you provide the
required information covering your past three fiscal years and the ensuing period.  Refer
to Item 7.B of Form 20 -F.

29. We note that you disclose a balance of $1,722,711 and $1,140,975 due to your CEO
Raymond Ming Hui Lin at the end of the fiscal years 2017 and 2016, respectively.  The
footnote on page 81 references this amount is related to unpaid bonuses, dividends,
wages , and other benefits to your executives.  Please revise to provide more detail of the
transactions that  resulted in  this related party balance.  We note, for example, that  the
amount of  these related party liabilities greatly exceeds the total executive co mpensation
paid to Mr. Lin in fiscal year 2016 , as disclosed on page 78 .

30. On page 44 of your Liquidity and Capital Resources section, you disclose that you have
historically funded your working capital needs from operations, advance payments from
customers  and shareholders, and “related party advances.”  Please clarify whether any of
these related party advances have occurred in the past three  fiscal years and are related
party transactions that are required to be disclosed pursuant to Item 7 .B of Form 20 -F.

31. Please clarify whether any of the transactions or agreements related to your 2017
reorganization constitute related