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United States securities and exchange commission logo
July 27, 2023
John Fei Zeng
Chief Financial Officer
UP Fintech Holding Ltd.
18/F, Grandyvic Building, No. 1 Building,
No. 16 Taiyanggong Middle Road
Chaoyang District, Beijing, 100020
People's Republic of China
Re:UP Fintech Holding Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38833
Dear John Fei Zeng:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 148
1.Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission.  In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party

 FirstName LastNameJohn Fei  Zeng
 Comapany NameUP Fintech Holding Ltd.
 July 27, 2023 Page 2
 FirstName LastName
John Fei  Zeng
UP Fintech Holding Ltd.
July 27, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Items 16I (b)(5) are provided for only your
“Company.”  Please note that Item 16I(b) requires that you provide disclosures for
yourself and your consolidated foreign operating entities, including variable interest
entities or similar structures.
•With respect to (b)(5), please provide the required information for you and all of your
consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to the best of our knowledge."  Please supplementally
confirm without qualification, if true, that your articles and the articles of your
consolidated foreign operating entities do not contain wording from any charter of the
Chinese Communist Party.
            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 Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Sara von Althann, Esq.