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 May 6, 2025

Martha Tang
Chief Financial Officer
J-Long Group Ltd.
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong

 Re: J-Long Group Ltd.
 Form 20-F for Fiscal Year Ended March 31, 2024
 Filed July 31, 2024
 Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2024
 Filed April 3, 2025
 File No. 001-41901
Dear Martha Tang:

 We have reviewed your April 3, 2025 response to our comment letter and
your
amended Form 20-F for the year ended March 31, 2024 and have the following
comment(s).

 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.
Unless we note otherwise, any references to prior comments are to comments in
our March
14, 2025 letter.

Amendment No. 1 to Form-F for Fiscal Year Ended March 31, 2024
Item 3. Key Information, page 1

1. We note your disclosure that you "are not a Hong Kong operating company
but a
 holding company organized under the laws of the Cayman Islands with all
of [y]our
 operations conducted by J-Long Limited . . . which is located in Hong
Kong." Please
 revise to:
 state that the holding company structure involves unique risks to
investors;
 explain whether the holding company structure is used to provide
investors with
 exposure to foreign investment in China-based companies where
Chinese law
 prohibits direct foreign investment in the operating companies, and
disclose that
 May 6, 2025
Page 2

 investors may never hold equity interests in the Hong Kong operating
entity; and
 clearly acknowledge that Chinese regulatory authorities could
disallow this
 structure.
2. We note your statement that "[d]ue to the long-arm provisions under the
current PRC
 laws and regulations, the PRC government may exercise significant
oversight and
 discretion over the conduct of our business and may intervene in or
influence our
 operations at any time, which could result in a material change in our
operations
 and/or the value of our Ordinary Shares." Please revise to also state
that it could cause
 the value of such securities to significantly decline or become
worthless.
3. We note your amended disclosure in response to prior comment 2. On page
4, where
 you disclose "[w]e currently intend to retain all available funds and
future earnings, if
 any, for the operation and expansion of our business and do not
anticipate declaring or
 paying any dividends in the foreseeable future," please revise to include
a cross-
 reference to your revised risk factor regarding your intentions to pay
dividends.
4. Please quantify here any cash flows and transfers of other assets by type
that have
 occurred between the holding company and its subsidiaries, and direction
of transfer.
 Additionally, please revise here to quantify, as you do starting on page
64, any
 dividends or distributions that a subsidiary has made to the holding
company and
 which entity made such transfer, and their tax consequences. Similarly
quantify
 dividends or distributions made to U.S. investors, the source, and their
tax
 consequences. Additionally, please revise here and the disclosure in Item
5 to
 include cross-references to the consolidated financial statements.
5. Please amend your disclosure here and in the summary risk factors and
risk factors
 sections to state that, to the extent cash or assets in the business is
in the PRC/Hong
 Kong or a PRC/Hong Kong entity, the funds or assets may not be available
to fund
 operations or for other use outside of the PRC/Hong Kong due to
interventions in or
 the imposition of restrictions and limitations on the ability of you and
your
 subsidiaries by the PRC government to transfer cash or assets. Please
also include this
 disclosure in Item 5. Operating and Financial Review and Prospects.
6. Please revise here to provide a summary of risk factors. Additionally,
please revise
 your summary of risk factors to disclose the risks that your corporate
structure and
 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 specific cross-references (title and page) 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
 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 or foreign investment in China-based issuers
could
 significantly limit or completely hinder your ability to offer or
continue to offer
 May 6, 2025
Page 3

 securities to investors and cause the value of such securities to
significantly decline or
 be worthless. Lastly, please ensure that each summary risk factor
related to your being
 a China-based issuer is accompanied with a cross-reference to the
relevant individual
 detailed risk factor.
7. Please disclose here each permission or approval that you or your
subsidiaries are
 required to obtain from Chinese authorities to operate your business and
to offer your
 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. In doing so, explain how you arrived at your
conclusion
 and the basis for your conclusion. 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.
Item 3.D Risk Factors
You may experience difficulties in effecting service of legal process,
enforcing foreign
judgments or bringing actions in Hong Kong . . ., page 17

8. We note your reference to the section captioned "Enforceability of Civil
Liabilities"
 but no such section appears to exist. Please revise to include this
section. Additionally,
 we note your disclosure that "majority of our directors and officers are
Hong Kong
 nationals or residents and a substantial portion of their assets are
located in Hong
 Kong." Please revise here and your "Enforceability of Civil Liabilities"
section to
 identify the individuals located in Hong Kong.
 Please contact Rucha Pandit at 202-551-6022 or Cara Wirth at
202-551-7127 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Edwin Wong
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