SecProbe.io

United States securities and exchange commission logo
August 23, 2023
Shaozhang Lin
Chief Executive Officer
Youxin Technology Ltd
Room 802, 803, No. 13 Hai’an Road
Tianhe District, Guangzhou
Guangdong Province, People's Republic of China
Re:Youxin Technology Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted August 15, 2023
CIK No. 0001964946
Dear Shaozhang Lin:
            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. Unless we note otherwise, our references to prior comments are to comments in our
July 31, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We note from your disclosure on page ii that you exclude Hong Kong and Macau from
your definition of “PRC” or “China” for the purpose of your annual report. Please revise
to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all
the legal and operational risks associated with having operations in the People’s Republic
of China (PRC) also apply to operations in Hong Kong and Macau. In this regard, ensure
that your disclosure does not narrow risks related to operating in the PRC to mainland

 FirstName LastNameShaozhang Lin
 Comapany NameYouxin Technology Ltd
 August 23, 2023 Page 2
 FirstName LastNameShaozhang Lin
Youxin Technology Ltd
August 23, 2023
Page 2
China only. Where appropriate, you may describe PRC law and then explain how law in
Hong Kong and Macau differs from PRC law and describe any risks and consequences to
the company associated with those laws.
Capitalization, page 51
2.It appears from your disclosures on page F-53 that on April 28, 2023 the Mezzanine
Equity Holders redeemed their preferred equities in Guangzhou Youxin and held ordinary
shares issued by Youxin Cayman.  Please revise here to give effect to such redemption or
explain why you believe pro forma effect to such transaction is not necessary.  Also,
revise the Summary Consolidated Financial Data on page 13 and provide pro forma EPS
for the latest year and interim period reflecting the impact of such redemption.  Refer to
Rule 11-01(a)(8) of Regulation S-X.
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Overview
Factors Affecting Our Performance, page 54
3.Please address the following as it relates to your response to prior comment 6:
•Revise to describe how you calculate customer renewal rate.
•Clarify how your measure of net dollar expansion rate supports your discussion of
new customer acquisitions.  In this regard, based on how you define the calculation,
this measure appears to reflect revenue from existing customers that you retained
and/or grew during the period.  If true, consider moving the discussion of this
measure to your "expanding usage by existing customer" discussion or explain how
such measure supports new customer growth.
•Disclose the total number of customers as of each period included in the filing rather
than stating you had "over 50 customers."
•Tell us, and consider disclosing, the number of customers you have lost as a result of
reducing operating Customized CRM system development service and the related
additional function development service.
Results of Operations
Comparison of Results of Operations for the Six Months Ended March 31, 2023 and 2022, page
62
4.We note the significant decline in your Customized CRM system development service
revenue and additional function development service revenue from the six months ended
March 31, 2022 compared to the same period in fiscal 2023, which you attribute to "the
Company gradually reducing operating its Customized CRM system development service
and the related additional function development service."  Please revise to clarify what is
meant by "reducing operating" efforts.  Also, revise your Overview section to include a
discussion of any known trends or uncertainties that are reasonably likely to have a
material effect on your business or results of operations as a result of such effort.  Refer to
Item 5(D) of Form 20-F.

 FirstName LastNameShaozhang Lin
 Comapany NameYouxin Technology Ltd
 August 23, 2023 Page 3
 FirstName LastName
Shaozhang Lin
Youxin Technology Ltd
August 23, 2023
Page 3
General
5.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 July 17, 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.
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 referencing the PRC
government’s intent to strengthen its regulatory oversight conveys the same risk.  Please
revise.
            You may contact Chen Chen, Staff Accountant, at (202) 551-7351 or Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the
financial statements and related matters. Please contact Alexandra Barone, Staff Attorney, at
(202) 551-8816 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Anthony Basch