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October 16, 2023
Jie Xiao
Chief Executive Officer
YSX Tech Co., Ltd
401, 4 / F, Building 12
1601 South Guangzhou Avenue
Haizhu District, Guangzhou, Guangdong, PRC
Re:YSX Tech Co., Ltd
Draft Registration Statement on Form F-1
Submitted September 15, 2023
File No. 377-06871
Dear Jie Xiao:
            We have reviewed your draft registration statement and have the following comments.
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted September 15, 2023
Cover Page
1.We note your disclosure that "[f]ollowing the completion of this offering, our largest
shareholder will beneficially own approximately [·]% of the aggregate voting power of
our issued and outstanding Class A Ordinary Shares and Class B Ordinary Share . . . ."
Please revise to identify such shareholder, which appears to be Jie Xiao, and also disclose
that Jie Xiao will have the ability to control the outcome of matters submitted to
stockholders for approval, including the election of directors, amendments to your
organizational documents and any merger, consolidation, sale of all or substantially all of
your assets or other major corporate transactions, as you discuss in your risk factor on
page 40.  Additionally, here and in such risk factor, please disclose the specific percentage
of outstanding Class B Ordinary Shares that Jie Xiao of Class B Common Stock must
keep to continue to control such matters submitted to stockholders for approval, pursuant

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to which holders of shares of Class A and Class B common stock would vote together as a
class.  Please also include comparable disclosure in your prospectus summary.
2.Where you disclose that "the PRC government adopted a series of regulatory actions and
issued statements to regulate business operations in China with little advance notice . . . ,"
please also address how recent statements and regulatory actions by China’s government,
such as those related to the use of variable interest entities and 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.
3.We note your disclosure that "no cash transfer or transfer of other assets have occurred
among YSX Cayman, its subsidiaries, or the VIEs."  Please also disclose that "our
Company has not made any dividends or distributions to our shareholders," as you
disclose on page 13.
4.We note your disclosure that "[f]or accounting purposes, we are the primary beneficiary of
the VIEs, as we control and receive the economic benefits of the VIEs through certain
contractual arrangements (the “VIE Agreements”), which enable us to consolidate the
financial results of the VIEs in our consolidated financial statements under generally
accepted accounting principles in the U.S."  Please revise to state that you are the primary
beneficiary and receive the economic benefits of the VIEs to the extent that you
consolidate the financials results of the VIEs in your consolidated statements under U.S.
GAAP.  Make conforming changes on page 39 where you disclose that "we are
considered the primary beneficiary, enabling us to consolidate our financial results in our
consolidated financial statements," and also make changes as applicable to your disclosure
on page 1 that the "WFOE has the power to direct the activities of the VIEs that can
significantly impact the VIEs’ economic performance and has the right to receive
substantially all of the economic benefits of the VIEs."  In this regard, we note that any
references to control or benefits that accrue to you because of the VIEs should be limited
to a clear description of the conditions you have satisfied for consolidation of the VIE
under U.S. GAAP.  Last, and in connection therewith, please revise your references to
"our VIE" on pages 71 and 75 to refer to the VIE, so as to refrain from implying that you
control the VIEs.
Prospectus Summary
Approvals from the PRC Authorities to Issue Our Class A Ordinary Shares to Foreign Investors,
page 12
5.We note yur statement that, "except for the aforementioned filing with the CSRC, we are
not required by any currently effective PRC laws or regulations to obtain approval,
permission, or clearance from any other PRC authorities to issue our securities to foreign
investors" (emphasis added).  Please also make such statement, if true, with respect to
your ability to offer the secuities being registered.
Approvals from the PRC Authorities to Conduct Our Operations, page 13

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6.We note your disclosure that "we and the PRC operating entities have received from the
PRC authorities all requisite licenses, permissions, or approvals that are required for
conducting our operations in China, such as business licenses and value added tax permits
for general taxpayers."  Please disclose the material permissions or approvals that you
have received.  Additionally, with respect to such permissions or approvals, clarify
whether you are relying on counsel, and if not, explain why. Also state whether you have
been denied any such approvals or permissions.
Dividends or Distributions Made to our Company and U.S. Investors and Tax Consequences,
page 13
7.Please include a cross-reference here to the "Selected Condensed Consolidated Financial
Schedule of YSX Cayman and Its Subsidiaries and the VIEs" sub-section, as well as the
consolidated financial statements included in this registration statement, as you do on the
cover page.
8.Pleast state here, as you do on the prospectus cover page, that you do not have "any cash
management policies that dictate how funds are transferred among our Company, the
subsidiaries, or the VIEs."
Implications of Our Being an "Emerging Growth Company", page 14
9.Your disclosure indicates that you do not intend to take advantage of the provision for
emerging growth companies that allows longer phase-in periods for the adoption of new
or revised accounting standards.  As such, please indicate by check mark on the cover
page of your registration statement your election not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
Risk Factors
"The Chinese government exerts....", page 21
10.We note your disclosure that "recent statements by the Chinese government indicate an
intent to exert more oversight and control over offerings that are conducted overseas."
Please also state that 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.
"You may experience difficulties in effecting service of legal process, enforcing foreign
judgments, or bringing actions....", page 21
11.We note your disclosure that "all of our directors and officers are nationals or residents of
the PRC."  Please revise to identify the relevant individuals and also clarify whether this
applies to your director nominees.  Please make conforming changes in your section
entitled "Enforceability of Civil Liabilities" on page 48.

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"Recent greater oversight by the CAC over data security, particularly for companies seeking to
list on a foreign exchange....", page 22
12.We note your disclosure that "[a]s of the date of this prospectus, we are of the view that
we are in compliance with the applicable PRC cybersecurity and data security laws and
regulations that have been issued by the CAC in all material respects . . . ."  The disclosure
here should not be qualified by materiality. Please make appropriate revisions to your
disclosure.
"The dual-class structure of our ordinary shares may adversely affect the trading market for our
Class A Ordinary Shares....", page 41
13.Here or as a new risk factor, please disclose that you may be excluded from certain stock
indices as a result of your disparate voting stock structure, and the resulting risks to
shareholders.
Disclosure Regarding Forward-Looking Statements
Industry Data and Forecasts, page 47
14.We note reference that this prospectus contains data related to the bakery industry in the
PRC and the U.S. Please advise.
Management Discussion and Analysis of Financial Condition and Results of Operations
Key Financial Performance Indicators, page 60
15.We note your disclosure that "[o]ur total revenue increased by approximately $19.1
million, or 63.3%, when comparing fiscal year 2023 to fiscal year 2022, primarily due to
the YSX Operating Companies obtained more service contracts from various insurance
companies and brokerages."  Please revise to provide a more robust discussion of the
reasons attributed to such revenue increase.  In this regard, while we note that you
attribute such increase to an increase in service contracts and that you derived the majority
of your revenue from vehicle maintenance related services increased in 2023, we also note
that the revenue generated from vehicle safety inspection and check services appears to
have materially declined from 2022 to 2023.
Business, page 81
16.We note your disclosure here and in your risk factors that, in fiscal year 2023, "three
customers each accounted for more than 10% of our total revenue, at 16.0%, 14.4% and
13.3%, respectively," and "three vendors each accounted for more than 10% of YSX
Operating Companies' total outsource expenses, at 17.6%, 16.7% and 13.4%,
respectively."  We also note your disclosure on page 33 that your business is subject to
"concentration risks arising from dependence on a few large customers" as well as
"concentration risk with regard to the vendors whom the YSX Operating Companies
subcontract to provide services to customers."  To the extent that you substantially depend

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on such customers or vendors, please identify the applicable customers or venders (e.g.,
PICC and Ping An, as well as your related party customer Dayong) and file any associated
agreements as an exhibit to the registration statement.  Please also include a discussion of
the material terms of the agreements in the prospectus.  Refer to Item 8 of Form F-1 and
Item 601(b)(10)(ii)(B) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-15
17.On pages 84 and 85, you disclose that the vendors under your auto insurance aftermarket
value-added services are responsible for any liabilities arising from the related service
renderings and some of these vendors were referred by insurance companies and
brokerages. Please tell us how you consider these factors in your determination that you
are principal in your transactions. Refer to ASC 606-10-55-36 through 40.
General
18.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            Please contact Patrick Kuhn at 202-551-3308 or Suying Li at 202-551-3335 if you have
questions regarding comments on the financial statements and related matters. Please contact
Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services