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May 16, 2024
Jiaqi Hu
Chief Executive Officer
Julong Holding Ltd
Room 2009, Building A, Times Fortune World
No.1 Hangfeng Road, Fengtai District
Beijing, China 100070
Re:Julong Holding Ltd
Draft Registration Statement on Form F-1
Submitted April 18,2024
CIK No. 377-07189
Dear Jiaqi Hu:
            We have reviewed your draft registration statement and have the following comment(s).
            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
Cover Page
1.We note your disclosure that "Julong Holding Limited . . . is not a Chinese operating
company, but a Cayman Islands holding company with operations conducted primarily
through its operating subsidiaries in the mainland China, or the PRC subsidiaries." Please
revise to clearly state that this structure involves unique risks to investors. Additionally,
please explain whether the holding company structure is used to provide investors with
exposure to foreign investment in China-based companies where Chinese law prohibits
direct foreign investment in the operating companies, and disclose that investors may
never hold equity interests in the Chinese operating company. Lastly, we note your
disclosure that " PRC regulatory authorities could decide to limit foreign ownership in our
industry in the future, in which case there could be a risk that we would be unable to do
business in China as we are currently structured" and that you "may experience material

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changes in [y]our business and results of operations" and the value of "[y]our Class A
ordinary shares . . . may significantly decline or become worthless." Please revise to
explicitly acknowledge that Chinese regulatory authorities could disallow the holding
company structure which, in turn, 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 of such securities to significantly decline or
become worthless.
2.We note your disclosure that you "face various legal and operational risks and
uncertainties associated with being based in and having the majority of [y]our operations
in the PRC and the complex and evolving PRC laws and regulations." Please revise your
disclosure to 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.
3.We note your discussion of how cash is transferred throughout your organization. Please
revise your disclosure here and on page 8 of the prospectus summary to clearly
state whether any transfers, dividends, or distributions have been made to date between
each of the holding company, its subsidiaries or to investors, and quantify the amounts
where applicable. Additionally, please provide a cross-reference to the consolidated
financial statements.
4.We note your discussion of how cash is transferred throughout your organization. Please
amend your disclosure here and on page 8 of the prospectus summary as well as in your
summary risk factors and risk factors sections to state that, to the extent cash or assets in
the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or
assets may not be available to fund operations or for other use outside of the PRC/Hong
Kong 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.
5.We note your disclosure that "[c]urrently, there are no restrictions of transferring funds
between our Cayman Islands holding company and subsidiaries in the British Virgin
Islands and Hong Kong; however, currency exchange control measures imposed by the
PRC government may restrict the ability of our subsidiaries in the PRC to transfer their
cash to our Cayman Islands holding company and other subsidiaries incorporated outside
the PRC." Please revise here and page 8 of the prospectus summary to clearly discuss
whether there are any limitations on your ability to transfer cash to investors or to your
subsidiaries in the PRC. Additionally, please provide a cross-reference to your discussion
of this issue in your summary, summary risk factors, and risk factors sections, as well.
6.We note your disclosure that you have "have established stringent controls and procedures
for cash flows within our organization" and that "[e]ach transfer of cash among our
Cayman Islands holding company and our subsidiaries is subject to internal approval."

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Please further revise your disclosure to summarize these cash management policies on
your cover page and on page 8 of the prospectus summary, and disclose the source of such
policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.). Lastly,
please provide a cross-reference on the cover page to the discussion of this issue in the
prospectus summary.
7.We note your disclosure that your audit firm "is a public accounting firm registered with
the PCAOB and will be subject to laws in the United States pursuant to which the PCAOB
conducts regular inspections to assess its compliance with the applicable professional
standards." Please revise to also clearly disclose the location of your auditor’s
headquarters.
Prospectus Summary
Corporate History and Structure, page 4
8.Please revise the diagram of the company's organizational structure to identify the
shareholders and their percentage shareholdings of each entity.
Risks Relating to Doing Business in China, page 6
9.Please revise to 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. Please revise to 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.
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 7
10.We note your disclosure that you "have obtained the licenses, permits and registrations
from the PRC government authorities that are necessary and material for our business
operations in China (emphasis added)." Please revise to delete the materiality qualifier,
state affirmatively whether you have received all requisite permissions or approvals to
operate your business and offer the securities being registered to foreign investors, state
whether any permissions or approvals have been denied, and Rdisclose each permission or
approval that you or your subsidiaries are required to obtain from Chinese and Hong Kong
authorities to operate your business and to offer the securities being registered to foreign
investors. Disclose whether all such conclusions are based on the opinion of counsel and,

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if not, why that is the case and the basis for such conclusions. Lastly, we note your
disclosure that you cannot assure investors that you "will be able to obtain, in a timely
manner or at all, or maintain such licenses, permits or approvals, and we may also
inadvertently conclude that such permissions or approvals are not required." Please revise
this disclosure to further articulate 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.
Implication of Being a Controlled Company, page 10
11.Please revise your disclosure here and in the first risk factor on page 51 to state if true,
that the controlling shareholder will have the ability to determine all matters requiring
approval by stockholders. Also revise to state here, as you do on page 51, that you do not
currently intend to rely on the exemptions available for controlled companies after this
offering.
Conventions that Apply to this Prospectus, page 11
12.We note that your definition of China and the PRC "refers to the People’s Republic of
China, excluding, for the purpose of this prospectus only, Hong Kong, Macau and
Taiwan." However, we also note that your definition of Hong Kong " refers to Hong Kong
Special Administrative Region in the PRC." In this regard, your definitions appear to be
inconsistent, and it is unclear whether you intend to exclude Hong Kong from your
definition of China and the PRC. Please revise to address this discrepancy or advise. To
the extent you carve out Hong Kong from your definition of China and the PRC, please 1)
disclose on the cover page how regulatory actions related to data security or anti-
monopoly concerns in Hong Kong have or may impact the company’s ability to conduct
its business, accept foreign investment or list on a U.S./foreign exchange, 2) include risk
factor disclosure explaining whether there are laws/regulations in Hong Kong that result
in oversight over data security, how this oversight impacts the company’s business and the
offering, the extent to which you believe you are compliant with the regulations or
policies that have been issued as well as your basis for this conclusion and 3) state in the
definition itself or in an appropriate discussion of legal and operational risks that the legal
and operational risks associated with operating in China also apply to operations in Hong
Kong.
Risk Factors, page 17
13.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in

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a material change in your operations and/or the value of your securities. 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. In this regard,
although we note your risk factor on page 34 that "[g]reater oversight . . . could
significantly limit or completely hinder our ability in capital raising activities and
materially and adversely affect our business and the value of your investment," this risk
factor appears to be limited a discussion of risks related to the CAC's oversight over data
security, as opposed to the risks associated with the Chinese government exerting
oversight and control more broadly. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
We have been and may continue to be subject to litigations, allegations, complaints,
investigations and penalties . . ., page 31
14.We note that the header of the risk factor indicates that you have been subject to legal
proceedings. Please tell us whether any of the legal proceedings have had a material
impact on your operating results and, if so, revise your disclosure here, and elsewhere as
appropriate, accordingly.
Greater oversight by the CAC over data security, particularly for companies seeking to list on a
foreign exchange, could significantly limit, page 34
15.Please revise to explicitly state to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.  In doing so, explain how
you arrived at your conclusion and the basis for your conclusion.
Our post-offering memorandum...., page 54
16.Please revise this risk factor to discuss the risk that the forum provision will result in
increased costs to investors of bringing claims under the federal securities laws.
Capitalization, page 58
17.Please revise to include all indebtedness, including your short-term borrowing. Refer to
Item 3.B of Form 20-F.
Enforceability of Civil Liabilities, page 61
18.We note your disclosure on page 39 that "most of our directors and executive officers
reside in China and are PRC nationals." Please revise here to identify the directors and

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executive officers that reside in China, as well as those that reside in Hong Kong.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of the COVID-19 Pandemic, page 66
19.We note your disclosure that "The COVID-19 pandemic also caused general disruptions
to supply chains and logistics" and that you "experienced a certain extent of lower
efficiency and productivity, internally and externally, which adversely affected [y]our
business operation during the fiscal year ended September 30, 2022 and the first half of
the fiscal year ended September 30, 2023." However, we also note your disclosure that
"business operation and supply chain have become normal after the first quarter of 2023."
Please revise to clarify when your business operations and supply chains normalized.
Additionally, to the extent these challenges have materially impacted your results of
operations or capital resources, please quantify, to the extent po