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CORRESP
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filename1.htm

SSHT
S&T Group Ltd.

46
Reeves Road, Pakuranga

Auckland,
New Zealand, 2010

September 5,
2023

Attorneys
Robert Shapiro and Linda Cvrkel

Division
of Corporation Finance

Securities
and Exchange Commission

 Re: SSHT
S&T Group Ltd.

Registration
Statement on Form S-1/A

File
No. 333-271831

Filed
July 6, 2023

Dear
Mr. Shapiro and Ms. Cvrkel:

In
response to your letter dated August 1, 2023, the following information is hereby submitted on behalf of SSHT S&T Group Ltd.
(the “Company”). Amendment No. 2 to the Registration Statement on Form S-1 is being filed in conjunction with this correspondence.
For your convenience, we have reproduced the Staff’s comments below in italicized text immediately before our response.

Amendment
No. 1 to Registration Statement on Form S-1

Cover
page

1. We
                                            note your response to comment 2 and your disclosure that “[i]nvestors should also be
                                            aware that Chinese regulatory authorities could disallow our corporate structure which would
                                            likely result in a material change to our operations and/or decline in the value of the securities
                                            registered under this offering.” Please further revise to state that the decline in
                                            the value of the securities includes that it could become worthless.

Response:
We have updated the Registration Statement as requested.

2. You
                                            disclose that SSHT exercises effective control over the operations of SJMC pursuant to a
                                            series of contractual arrangements. We also note that you previously referred to SJMC as
                                            “WFOE.” Please tell us whether you use a variable interest entity (VIE) structure.
                                            If you do not, please affirmatively disclose, if true, that you do not use a VIE structure.
                                            Please also explain the significance of the contractual agreements and tell us what consideration
                                            you gave to filing these agreements as exhibits to the registration statement.

Response:
SSHT owns 100% of WHL and WHL owns 100% of SJMC. SJMC is a Wholly Foreign Owned Enterprise (“WFOE”). SSHT controls the
operations of SJMC and is entitled to the economic benefits derived from SJMC operations. As such, there are no contractual agreements
between SSHT, WHL, of SJMC and references to any contractual agreements between these entities have been removed from the Registration
Statement. The Company does not employ a VIE structure and we have affirmatively disclosed this fact as requested.

3. We
                                            note your response to comment 3. Please revise to make clear that these risks could result
                                            in a material change in your operations. Make conforming changes throughout the document.

Response:
We have updated the Registration Statement as requested.

4. We
                                            note your statement that the Cyberspace Administration of China “launched an investigation
                                            which recently culminated in an announcement favouring plans to delist in the US in favour
                                            of Hong Kong.” This description does not appear to explain the recent actions of the
                                            CAC. Please revise to explain the recent actions taken by the CAC, including the Measures
                                            for Cybersecurity Review and the Draft Regulations on Network Data Security. Make similar
                                            changes elsewhere that you discuss the CAC.

Response:
We have updated the Registration Statement as requested.

5. We
                                            note your response to comment 4 and reissue in part. Please revise the prospectus, as you
                                            do in your correspondence, to clearly disclose how you will refer to the holding company
                                            and each subsidiary, including SJMC and WHL throughout the document so that it is clear to
                                            investors which entity the disclosure is referencing.

Response:
We have updated the Registration Statement as requested.

6. We
                                            note your response to comment 5 and reissue in part. Please revise to provide cross references
                                            to the consolidated financial statements and to your discussion about how cash is transferred
                                            in your summary, summary risk factors, and risk factors sections, as provided in the comment.

Response:
We have updated the Registration Statement as requested.

7. We
                                            reissue comment 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 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.

Response:
We have updated the Registration Statement as requested.

8. Please
                                            revise the cross references on the cover page to identify the specific risk factor instead
                                            of using a general cross-reference to “Risks Related to Doing Business in China.”

Response:
We have updated the Registration Statement as requested.

9. Please
                                            disclose which entity you are referring to when you use the term “Material PRC Company.”

Response:
We have updated the Registration Statement to replace all references to the term “Material PRC Company” with “SJMC”.

    2

Our
Corporate History and Background, page 1

10. We
                                            note your response to comment 14. Please revise to include a diagram to accompany your summary
                                            of the company’s corporate structure on page 2. Identify clearly the entity in which
                                            investors are purchasing their interest and the entity(ies) in which the company’s
                                            operations are conducted. Further revise to describe the relevant contractual agreements
                                            among you, WHL and/or SJMC 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.

Response:
We have updated the Registration Statement as requested. there are no contractual agreements between SSHT, WHL, of SJMC and references
to any contractual agreements between these entities have been removed from the Registration Statement.

Prospectus
Summary, page 1

11. We
                                            note your response to comment 8. We also note your disclosure on page 2 that “[t]he
                                            Company faces many risk factors by having its operations in China,” and the risk involving
                                            actions by the Chinese government to exert more oversight and control. Please revise to include
                                            a separate section here that is titled “Summary of Risk Factors,” and separately
                                            list each of the risks that your corporate structure and being based in or having the majority
                                            of the company’s operations in China poses to investors, with cross- references to
                                            each relevant individual detailed risk factor in the risk factor section. In the Summary
                                            of Risk Factors, 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. We note that you discuss some of these risks in the narrative disclosure on
                                            page 2, but these risks should be listed and discussed separately under the “Summary
                                            of Risk Factors” heading.

Response:
We have updated the Registration Statement as requested.

12. We
                                            note your response to comment 9 and reissue in part, to also disclose in this section your
                                            current cash on hand, related-party loan and total current liabilities.

Response:
We have updated the Registration Statement as requested.

    3

13. We
                                            note your response to comment 10 and reissue to 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. Please revise
                                            to clearly state whether or not 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. To the extent that you believe certain permissions
                                            or approvals are not required, discuss how you came to the conclusion, why that is the case,
                                            and the basis on which you made that determination. If you relied on an opinion of counsel,
                                            name counsel in the disclosure and file a consent of counsel as an exhibit. 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. We note your statement that assuming no offer, issuance
                                            or sale of common shares has been or will be made within the PRC, prior approval from the
                                            CSRC is not required for the offering. Please explain your basis for this statement, as it
                                            does not appear to correctly describe the application of CSRC regulations to overseas offerings.

Response:
We have updated the Registration Statement as requested.

14. We
                                            note your response to comment 11. Please revise your disclosure to address the Trial Administrative
                                            Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial
                                            Measures”), published by the China Securities Regulatory Commission on February 17,
                                            2023. Describe the potential impact to you or your subsidiaries stemming from the Trial Measures,
                                            if any.

Response:
We have updated the Registration Statement as requested.

15. We
                                            note your response to comment 12 about how cash is transferred through the organization and
                                            reissue in part. Please revise to provide cross-references to the consolidated financial
                                            statements.

Response:
We have updated the Registration Statement as requested.

Business
Overview, page 3

16. You
                                            disclose that the company “faces uncertainties as to whether market clearance is required,
                                            and, if required, whether it can timely obtain such clearance, or at all,” and if you
                                            are not able to obtain such clearance when required, your structure may be regarded as invalid
                                            or illegal, which could result in you being unable to consolidate the financial results of
                                            SJMC. Please revise your disclosure to clearly state which market clearance you are referencing,
                                            and how such clearance could impact the ability to consolidate the financial results of SJMC.

Response:
We have updated the Registration Statement as requested.

    4

Changes
in the U.S. capital markets..., page 8

17. Please
                                            revise your risk factor to indicate that to date you have only had one client quoted on the