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United States securities and exchange commission logo
June 7, 2023
Zonghan Wu
Chief Executive Officer
SSHT S&T Group Ltd.
46 Reeves Road, Pakuranga
Auckland, New Zealand, 2010
Re:SSHT S&T Group Ltd.
Registration Statement on Form S-1
File No. 333-271831
Filed May 11, 2023
Dear Zonghan Wu:
            We have reviewed your 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.
Registration Statement of Form S-1
Cover page
1.Please identify that the company is an Emerging Growth Company (EGC) consistent with
your disclosure elsewhere in the prospectus.
2.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Nevada incorporated company with operations conducted by
Shanghai Jieshi Management Consulting Co., Ltd, your subsidiary based in China, and
that this structure involves unique risks to investors. Disclose that investors may never
hold equity interests in the Chinese operating company. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the
value of the securities you are registering for sale, including that it could cause the value

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of such securities to significantly decline or become worthless. Provide a cross reference
to your detailed discussion of risks facing the company and the offering as a result of this
structure.
3.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of your operations in China, along with a cross-reference
to the relevant risk factor. Your disclosure should make clear whether these risks could
result in a material change in your operations and/or the value of the securities you are
registering for sale or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, have or may impact the company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please
disclose the location of your auditor’s headquarters and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
4.Clearly disclose here how you will refer to the company and subsidiaries when providing
the disclosure throughout the document so that it is clear to investors which entity the
disclosure is referencing, and which subsidiaries or entities are conducting the business
operations. For example, disclose, if true, that your subsidiaries conduct operations in
China and that you do not conduct operations. Disclose clearly the entity (including the
domicile) in which investors are purchasing an interest.
5.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between you, your subsidiaries, or to investors, and
quantify the amounts where applicable. Provide cross-references to the consolidated
financial statements. Discuss whether there are limitations on your ability to transfer cash
between you, your subsidiaries, or investors. Provide a cross-reference to your discussion
of this issue in your summary, summary risk factors, and risk factors sections, as well. To
the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover page
to the discussion of this issue in the prospectus summary.
6.Please amend your disclosure here and in the risk factors sections to state that, to the
extent cash or assets in the business are in the PRC or a PRC entity, the funds may not be
available to fund operations or for other use outside of the PRC due to interventions in or

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the imposition of restrictions and limitations on the ability of you or your subsidiaries by
the PRC government to transfer cash or assets. On the cover page, provide cross-
references to these other discussions.
7.Please revise here and in your Summary section to disclose, if true, that Mr. Zonghan
Wu holds more than 50% of the Company’s voting power and will be able to control the
management and affairs of your company and most matters requiring stockholder
approval following the offering.
Prospectus Summary, page 1
8.Please include a summary of risk factors that discloses 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 cross-references to the more detailed discussion of these risks in
the prospectus. 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 and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale. Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. Provide a
cross-reference to each relevant individual detailed risk factor.
9.Please revise here and in your Risk Factors to highlight your disclosure about the
Company’s ability to continue as a going concern as you do on page 21. Please also
disclose your current cash on hand, related-party loan and total current liabilities.
10.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered 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, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. 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.

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11.We note that the CSRC has recently announced regulations that outline the terms under
which China-based companies can conduct offerings and/or list overseas. Revise your
disclosure to reflect these recent events and explain how the regulations apply to you and
your ability to operate and offer securities.
12.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and transfers of other
assets by type that have occurred between you and your subsidiaries, and direction of
transfer. Quantify 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. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries, to the parent company and to U.S. investors.
Provide cross-references to the consolidated financial statements.
13.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect or investigate
completely your auditor for a period of two consecutive years, and that as a result an
exchange may determine to delist your securities.
Our Corporate History, page 1
14.We note your diagram of the company’s corporate structure. Please revise to identify the
person or entity that owns the equity in each depicted entity. Please revise to include the
location of each entity. Identify clearly the entity in which investors are purchasing their
interest and the entity(ies) in which the company’s operations are conducted. Describe the
relevant contractual agreements between the entities including those that affect the manner
in which you operate, impact your economic rights, or impact your ability to control your
subsidiaries. Disclose the uncertainties regarding the challenges the company may face
enforcing these contractual agreements due to legal uncertainties and jurisdictional limits.
Business Overview, page 2
15.Please revise throughout to clarify that to date you have only had one client quoted on the
OTC markets and have not yet had any clients list on other U.S. exchanges.  Please also
reconcile this with your disclosure on page 19 stating that you have entered into
consulting agreements with two enterprises which were quoted on the OTC market in
2022.  We note that as currently drafted the disclosure throughout suggests that you have
numerous clients that you have helped with U.S. listings.  For example, you state on page
6 that all of your former and current clients have chosen to go public in the U.S., and your
consulting business has flourished.  So that investors understand the current scope of your

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business, please disclose the number of current clients and provide a general indication of
the services being offered to such clients.
16.Please reconcile your statement on page 2 that “[s]ince WFOE’s inception in 2019, the
main focus of [y]our consulting business has been providing comprehensive going public
consulting services designed to help small and medium-sized enterprises become public
companies on suitable markets and exchanges” with your statement that you launched
your consulting services in 2022. Explain the significance of including the WFOE’s
inception date and how this relates to the focus of your business at that time. Please make
conforming changes throughout the document to clarify whether references to your
inception date is the same as the WFOE's. Please also clearly state when in 2022 you
began offering consulting services.
Risk Factor
Risks Relating to Doing Business in China, page 5
17.Please revise your risk factors to acknowledge that if the PRC government determines that
your corporate structure does not comply with PRC regulations, or if these regulations
change or are interpreted differently in the future, the securities you are registering may
decline in value or become worthless if the determinations, changes, or interpretations
result in your inability to assert control over the assets of your PRC subsidiaries that
conduct all or substantially all of your operations.
18.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
expand your risk factors to disclose that the Holding Foreign Companies Accountable Act,
as amended by the Consolidated Appropriations Act, 2023, decreases the number of
consecutive “non-inspection years” from three years to two years, and thus, reduces the
time before your securities may be prohibited from trading or delisted. Update your
disclosure to describe the potential consequences to you if the PRC adopts positions at any
time in the future that would prevent the PCAOB from continuing to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong.
19.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
20.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your

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business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 14
21.Please ensure that your disclosure in this section reflects your business and your plans for
proceeds of the offering.  We note, for example, the reference to clinical trials and
collaborations with third parties.
Management's Discussion and Analysis of Financial Condition and Re