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March 16, 2023
Tianhang Xiao
Chief Executive Officer, Director, and Chairman
Xuhang Holdings Ltd
Building 2, Shangtanghe 198 Cultural and Creative Park
198 Shenban Road
Gongshu District, Hangzhou City, Zhejiang Province
The People’s Republic of China, 310000
Re:Xuhang Holdings Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted February 17, 2023
CIK No. 0001946025
Dear Tianhang Xiao:
            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 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 registration 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.
            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 No. 2 to Draft Registration Statement on Form F-1
Business
Types of Services
S2P Model, page 114
1.We note your response to comment 7.  Please further revise your disclosure to address the
material terms of the agreement, including any duration or termination provisions.

 FirstName LastNameTianhang Xiao
 Comapany NameXuhang Holdings Ltd
 March 16, 2023 Page 2
 FirstName LastName
Tianhang Xiao
Xuhang Holdings Ltd
March 16, 2023
Page 2
Related Party Transactions, page 155
2.We note your revised disclosure in response to comment 15 includes a description of
related party transactions through December 31, 2022.  Please further revise so that the
disclosure covers the period since the beginning of the company’s preceding three
financial years up to the date of the document.  Refer to Item 7.B. of Form 20-F.
Notes to Consolidated Financial Statements
Note 2 - Summary of significant accounting policies
Revenue recognition
Digital advertising services, page F-14
3.Please explain to us and disclose how you determine (i) the amount of the
transaction price for each type of action (with each action being CPA, CPM and CPC) and
(ii) how you price out the monthly statement you bill advertisers from which you
recognize revenue monthly.
New media integrated content marketing services, page F-15
4.Please explain to us the purpose of the framework contracts, the basis for length of term of
typically one year, and whether the transaction price is established in these contracts.  If
the transaction price is not established in these contracts, explain to us when it is and how
the amount is determined.  In regard to the typical contract term length, we note the
framework contract for the case study for S2P online traffic services "Project for
Promoting iQIYI’s TV Programs" disclosed on page 124 is two years.
5.You state (i) revenue is recognized when the marketing campaign is implemented and
accepted by customers, (ii) you provide information to customers to confirm whether the
marketing campaigns fulfilled the requirements of the contracts, and (iii) you generally
ask customers to pay for services after all of the services have been completed and
accepted by them.  From the preceding it appears you may not be paid for a portion or any
of the transaction price for services performed.  Please advise if this is true.
6.For your live streaming services in the S2B model you disclose marketers are charged
with service fees, which generally represent a pre-determined percentage of the "Effective
GMV" generated from the live streaming sales, after deducting the value underlying
cancelled orders and returned merchandise.  You also disclose you typically receive
performance-based service fees for live streaming services.  Please clarify for us how you
attribute revenue to your live streaming services and how your accounting for this is
addressed in the revenue recognition policy.
7.You disclose for your S2P model you typically receive performance-based online traffic
service fees from media platforms.  You also disclose (i) copyright owners or licensors
(other than the media platforms) sublicense you to edit content for generating online
traffic with whom you share a pre-determined portion of the online traffic service fees and

 FirstName LastNameTianhang Xiao
 Comapany NameXuhang Holdings Ltd
 March 16, 2023 Page 3
 FirstName LastName
Tianhang Xiao
Xuhang Holdings Ltd
March 16, 2023
Page 3
advertising fees received from media platforms and (ii) copyright owners or licensors
from whom you purchase relevant content for use for a fixed period in which case you are
entitled to all the online traffic service fees and advertising fees from the media platforms
during such a period.  Please clarify for us how you attribute revenue to your S2P model
and how your accounting for this is addressed in the revenue recognition policy.
Cost of revenue, page F-16
8.Please clarify for us and in your disclosure what you are conveying with the statement
"For the traffic intermediary costs procured from suppliers, we recognize such costs when
we agree on the payment amount based on monthly specified actions or other preferences
with suppliers."  If this means the full cost of traffic procured is not recognized as expense
at the time it is procured, explain when they are recognized as expense, the basis for the
timing of recognition as expense and why you believe your treatment is appropriate.
            You may contact James Giugliano at 202-551-3319 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li, Esq.