SecProbe.io

January 16, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Amendment 1 to Draft Registration Statement on Form F-1
Submitted January 3, 2020
CIK 0001791725
Dear Mr. Wang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe that our comments apply to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement on Form F-1 submitted January 3, 2020
General
1.You indicate on the map on pages 4 and 48 that Iran is one of the 19 countries where you
sell your products.  Iran is designated by the U.S. Department of State as a state sponsor
of terrorism and is subject to U.S. economic sanctions and export controls.  You do not
include disclosure about contacts with Iran.  Please describe the nature and extent of your
past, current, and anticipated contacts with Iran whether through subsidiaries, distributors,
or other direct or indirect arrangements.  You should describe any goods, technology, or
services you have provided or anticipate providing into Iran, directly or indirectly, and any
agreements, arrangements, or other contacts with its government or persons it controls.

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January 16, 2020
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Please also discuss the materiality of the contacts in quantitative terms and in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision.  Tell us the approximate dollar amounts of revenues, assets, and
liabilities associated with Iran for the last two fiscal years and the subsequent interim
period.  Address the potential impact of the investor sentiment evidenced by divestment
and similar initiatives that have been directed toward companies that have operations
associated with U.S.-designated state sponsors of terrorism.
Board of Directors and Board Committees, page 60
2.Please expand your revisions in response to prior comment 8 to clarify how you expect a
majority of your three-person board to be independent if, as you disclose, "all current
directors," each of whom is an executive officer, will serve on your board after listing.  If
current members of your board will resign prior to that time, please identify those
members.  If new members will be appointed, please disclose the information specified in
Item 6 of Form 20-F, and file the consents required by Rule 438 of Regulation C.
Controlled Company, page 62
3.Your response to prior comment 5 indicates you are a "controlled company" due to the
share ownership of the Wang family.  Your disclosure on pages 17 and 62 indicate it is
due solely to Di Wang's share ownership.  Please revise to clarify the basis for your
conclusions regarding why you are a controlled company.  Please also reconcile (1) your
revisions on page 62 that your shareholders are offering shares for resale with the
disclosure on your prospectus coverage and pages 10, 29, and 81 that only the registrant is
offering shares; and (2) the disclosure on page 62 that Huisen Wang is offering shares
with your disclosure on page 66 that he holds no shares.
Principal Shareholders, page 66
4.We note your response to prior comment 11.  Please reconcile your revisions on pages 66
and 67 with your revisions on page 62 and the share ownership amounts in your response
to prior comment 5.
Note to Financial Statements
Note 16 – Segment Reporting, page PageF-24
5.We note your response to prior comment 13 and the updated disclosure on page F-24.
Please revise to disclose also long-lived assets that are located in your country of
domicile, and disclose separately assets located in an individual foreign county if
material.  Refer to ASC 280-10-50-41.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with any other

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 January 16, 2020 Page 3
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
January 16, 2020
Page 3
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing