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United States securities and exchange commission logo
November 27, 2023
Yuk Ming, Gary Ma
Chief Financial Officer
WANG & LEE GROUP, Inc.
5-6/F Wing Tai Factory Building
3 Tai Yip Street
Kwun Tong
Kowloon, Hong Kong
Re:WANG & LEE GROUP, Inc.
Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-41681
Dear Yuk Ming, Gary Ma:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 4
1.At the outset of Item 3, please disclose prominently that you are not a Chinese or Hong
Kong operating company but a British Virgin Islands holding company with operations
conducted by your subsidiaries in China and Hong Kong.
2.At the outset of Item 3, provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities e or could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or

 FirstName LastNameYuk Ming, Gary Ma
 Comapany NameWANG & LEE GROUP, Inc.
 November 27, 2023 Page 2
 FirstName LastNameYuk Ming, Gary Ma
WANG & LEE GROUP, Inc.
November 27, 2023
Page 2
other foreign exchange. Please disclose the location of your auditor's headquarters and
whether and how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations will affect your company.
3.At the outset of Item 3, disclose the risks that being based in or having the majority of the
company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the annual report. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your securities. Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
4.At the outset of Item 3, disclose each permission or approval that you or your subsidiaries
are required to obtain from Chinese authorities to operate your business and to offer
securities to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (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.
5.At the outset of Item 3, disclose that trading in your securities may be prohibited under the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations if the PCAOB determines that it cannot
inspect or investigate completely your auditor for a period of two consecutive years, and
that as a result an exchange may determine to delist your securities.

 FirstName LastNameYuk Ming, Gary Ma
 Comapany NameWANG & LEE GROUP, Inc.
 November 27, 2023 Page 3
 FirstName LastName
Yuk Ming, Gary Ma
WANG & LEE GROUP, Inc.
November 27, 2023
Page 3
            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 Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Rongwei Xie