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July 7, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed June 15, 2023
File No. 333-269043
Dear Wai Hong Lao:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 11, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed June 15, 2023
Cover Page
1.We note your response to comment 2, as well as your revised disclosure that, "[a]fter
discussion with our PRC Legal Advisor about the PRC laws and regulations regarding the
filing requirements, as of the date of this prospectus, without relying on any opinions of
counsel, we do not believe that we are required to obtain the approval from or complete
the filing with the CSRC pursuant to the Trial Administrative Measures for this offering . .
. ."  As you are not "relying on any opinions of counsel" with respect to your conclusions
regarding the Trial Administrative Measures, please delete the reference to having
discussions with counsel regarding such matters and state why you did not obtain an

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 July 7, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
July 7, 2023
Page 2
opinion from counsel regarding such matters.
2.We note your disclosure that you "submitted an application for communication with the
CSRC on May 29, 2023 . . . ."  Please revise to elaborate upon the substance and purpose
of the application, including whether you requested that the CSRC reply to you or inform
you that you must comply with the filing requirements and what you will do if you receive
no response.
Prospectus Summary, page 1
3.On page 11 you state that "except for such PRC regulatory approvals as required for the
operation of business of our PRC subsidiary and under the Trial Administrative Measures,
we and our PRC subsidiary have not received or were denied such permissions or
approvals by the PRC authorities."  Please revise to clarify the meaning of this statement,
and reconcile it with your disclosure that your "PRC subsidiary has obtained all requisite
PRC licenses, permits and approvals necessary for its operation of business."  In addition,
state whether you and your PRC subsidiary have obtained, other than with respect to your
discussion of the Trial Administrative Measures, all requisite PRC licenses, permits and
approvals necessary to offer the securities being registered to foreign investors, and
identify such permissions and approvals.
Risk Factors
"Upon the effectiveness of the Trial Administrative Measures, we may be subject to . . . ", page
33
4.We note your disclosure that "we cannot assure you that we are able to complete the filing
requirements on time."  Revise to elaborate upon the applicable timelines or deadlines
related to such risk.  Additionally, where you disclose that "[u]pon the effectiveness of the
Trial Administrative Measures, we may be subject to the filing requirements . . . ," update
to disclose that the Trial Administrative Measures "took effect on March 31, 2023," as
you do in this risk factor.  Make conforming changes as applicable throughout your
prospectus.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.