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April 17, 2024
Shaolin Hong
Chief Executive Officer
Fuxing China Group Ltd
Hangbian Industry Area
Longhu Town, Jinjiang City
Fujian Province 362241
China
Re:Fuxing China Group Ltd
Registration Statement on Form F-1
Filed April 2, 2024
File No. 333-278459
Dear Shaolin Hong:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1 filed April 2, 2024
General
1.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations.  It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was filed on December 29,
2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures.  The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as

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 April 17, 2024 Page 2
 FirstName LastNameShaolin Hong
Fuxing China Group Ltd
April 17, 2024
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defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”  The Sample
Letters also sought specific disclosures relating to uncertainties regarding the enforcement
of laws and that the rules and regulations in China can change quickly with little advance
notice.  We do not believe that your revised disclosure conveys the same risk.  Please
restore your disclosures in these areas to the disclosures as they existed in the registration
statement as of December 29, 2023.
Capitalization, page 54
2.Please revise your presentation to include indebtedness, such as short-term bank
borrowings, as part of your capitalization table.
Dilution, page 55
3.Tell us how you considered deferred offering costs in your calculation of net tangible
book value. To the extent you did not consider such assets to be intangible assets, please
explain or revise your calculations as necessary.
4.You disclose on page 55 that your as adjusted net tangible book value as of September 30,
2023 gave effect to your sale of 2,300,000 ordinary shares offered in this offering. The
number of shares offered does not appear consistent with the disclosures on the cover
page and on page 19. Please revise accordingly.
Index to Financial Statements, page F-1
5.Your audited financial statements are currently older than 12 months and this is an initial
public offering of your shares. Accordingly, please update your financial statements
pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representation in an
exhibit. Refer to Instruction 2 to Item 8.A.4.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact SiSi Cheng at 202-551-5004 or Kevin Woody at 202-551-3629 if you have
questions regarding comments on the financial statements and related matters. Please contact
Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.

 FirstName LastNameShaolin Hong
 Comapany NameFuxing China Group Ltd
 April 17, 2024 Page 3
 FirstName LastName
Shaolin Hong
Fuxing China Group Ltd
April 17, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing