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September 21, 2023
Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
Re:Leishen Energy Holding Co., Ltd.
Draft Registration Statement on Form F-1
Submitted August 24, 2023
CIK No. 0001985139
Dear Hongliang Li:
            We have reviewed your 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.
Draft Registration Statement submitted on August 24, 2023
Cover Page
1.We note from your disclosure on the cover page that you exclude Hong Kong and Macau
from your definition of “PRC” or “China” for the purpose of your registration statement.
Please revise to remove the exclusion of Hong Kong and Macau from such definition.
2.Please disclose on the cover page that Hongliang Li, your Chief Executive Officer and
Director, through his holding company Polar Energy Company Limited controls a
majority of the voting power of your outstanding ordinary shares.  Please also include a
risk factor that Mr. Li will be able to influence your management and affairs and all
matters requiring shareholder approval.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 2
 FirstName LastNameHongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 2
Prospectus Summary, page 4
3.We note your disclosure that the "following diagram illustrates our corporate structure and
shareholders of each corporate entity listed herein immediately after completion of the
offering;" however, the diagram is not included here. Please revise.
4.In your summary of risk factors, 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
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.
Implications of being an emerging growth company, page 7
5.We note you identify yourself as an emerging growth company, and you have elected to
use the extended transition period for complying with new or revised accounting standards
under Section 102(b)(1) of the Act. In this regard, please describe the risks resulting from
this election, including that your financial statements may not be comparable to
companies that comply with public company effective dates.
Market and Industry Data, page 8
6.Please disclose the data of the commissioned report published by Frost & Sullivan from
which you include statistical data and estimates.
Risk Factors, page 16
7.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

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 3
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 3
cause the value of such securities to significantly decline or be worthless.
Failure to comply with PRC property-related laws. . ., page 33
8.Please describe the location and character of the principal properties you hold. In each
case describe the material terms of the leases or contracts governing those properties and
any major encumbrances thereon, including a description of the size and uses of the
property; productive capacity and extent of utilization of the company’s facilities; how the
assets are held; the products produced; and the location. Describe the extent to which you
or third parties are responsible for maintenance and other significant obligations related to
your leased properties. With regard to any material plans to construct, expand or improve
facilities, describe the nature of and reason for the plan, an estimate of the amount of
expenditures including the amount of expenditures already paid, a description of the
method of financing the activity, the estimated dates of start and completion of the
activity, and the increase of production capacity anticipated after completion.
Management's discussion and analysis of financial condition and results of operations, page 46
9.Please disclose whether you utilize any key metrics or financial measures to evaluate your
business, measure your performance, identify trends affecting your business, establish
budgets, measure the effectiveness of investments in your technology and development
and sales and marketing, and assess your operational efficiencies. Refer to Item 5
Operating and Finance Review and Prospects to Form 20-F.
Factors Affecting Our Results of Operations, page 48
10.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether challenges have materially impacted your results of operations or
capital resources and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been impacted. Discuss known trends or uncertainties resulting from
mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce
new material risks, including those related to product quality, reliability, or regulatory
approval of products.
Revenues, page 51
11.We note your disclosure that the increase in revenue from digitalization and integration
equipment sales "was contributed to continuously increased requirement to our
digitalization and integration equipment" and the increase in revenue from oil and gas
engineering technical services "was contributed to continuously increased requirement to
our compressor booster service." Please revise to disclose the material factors underlying
the changes in revenue.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 4
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 4
Liquidity and Capital Resources, page 54
12.Please clearly disclose the minimum funding required remaining in business for at least
the next 12 months.  In addition, revise to disclose the minimum number of months that
you will be able to conduct your planned operations using currently available capital
resources.  Please refer to Item 5B. Liquidity and Capital Resources to Form 20-F.
13.Please provide a more informative discussion and analysis of cash flows from operating
activities, including changes in working capital components, for the periods presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
Please refer to Item 5B(1) to (3) Liquidity and capital resources.  In addition, please revise
references to cash used in an activity to show that such amounts have a negative impact on
your cash flows (e.g., mark in parenthesis).
Competitive Landscape of Oilfield Services Market in China, page 77
14.Please revise to define or explain briefly "assemblers in the market" and why they are
excluded from the market information.
Business, page 87
15.We note your disclosure on page 87 that you serve a large customer base throughout PRC,
Saudi Arabia, Kazakhstan and Indonesia. To the extent material, please disclose the
percentage of revenue that you generate from each country for all periods presented. Refer
to Item 4.B.2. of Form 20-F.
16.Please expand your disclosure in this section to describe the relationship you have with
your manufacturing partners, including where they are based, manufacturing capacities,
company oversight, and any existing long-term manufacturing contracts which you are
substantially dependent upon. Additionally, disclose the extent to which you manufacture
your own products.
Our Customers, page 110
17.We note that for the year ended September 30, 2022, your four largest customers
accounted for 61% of your total revenue. Please disclose the terms of any material
agreements with these customers, including the identity of the customer, the term of the
agreements and any termination provisions. In addition, please add a risk factor regarding
your reliance on these customers and any uncertainties regarding your relationship with
them.
18.On page 102, your disclosure provides that the “integrated pre-splitting device has been
successfully implemented in various of Customer Group B’s Northwest Oilfield projects,
including the Shunbei No. 5 Combined Station and Shunbei No. 1 Treatment Station
Sewage System Expansion Project;” however, on page 110, the Northwest Oilfield

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 5
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 5
projects are attributed to Customer Group A. Please reconcile.
Related Party Transactions, page 139
19.We note that you have loans due from Li Hongliang, Chief Executive Officer and director
of the company, as of September 30, 2022.  Exchange Act Section 13(k)(1) prohibits
public companies from extending or maintaining credit in the form of personal loans to or
for any director or executive officer. Please disclose the business purpose of the loan and
tell us how you intend to comply with Section 13(k) of the Securities Exchange Act of
1934 with respect to this loan.
Notes to Consolidated Financial Statements
Revenue recognition, page F-14
20.Please tell us how you considered the guidance in ASC 606-10-55-89 through 55-91
regarding presentation of disaggregated revenues. We note that your Results of Operations
section in MD&A discusses the percentage change in revenue for each revenue source.
Please advise or revise to include disclosure of your revenue disaggregation in your
financial statements footnote.
Income taxes, page F-29
21.Please disclose a description of tax years that remain subject to examination by major tax
jurisdictions that is required under ASC 740-10-50-15e.
Parent company information (unaudited), page F-33
22.Please confirm that your parent only financial statements will be audited. Please refer to
Rule 5-04(c) of Regulation S-X.
General
23.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

 FirstName LastNameHongliang Li
 Comapany NameLeishen Energy Holding Co., Ltd.
 September 21, 2023 Page 6
 FirstName LastName
Hongliang Li
Leishen Energy Holding Co., Ltd.
September 21, 2023
Page 6
            You may contact Becky Chow, Senior Staff Accountant, at (202) 551-6524 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Marion Graham, Staff
Attorney, at (202) 551-6521 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Manno