SecProbe.io

July 5, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 14, 2024
CIK No. 377-07189
Dear Jiaqi Hu:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
May 16, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 3 and reissue it in part. Please further revise
your disclosure here and on page 9 to clearly state whether any transfers, dividends, or
distributions have been made to date between the holding company and investors.
Additionally, please provide a cross-reference to the consolidated financial statements.
We note your response to prior comment 5 and reissue it in part. Please further revise here
and page 10 of the prospectus summary to clearly discuss whether there are any
limitations on your ability to transfer cash to investors. Additionally, please provide a
cross-reference to your discussion of this issue in your summary risk factors, and risk 2.

July 5, 2024
Page 2
factors sections, as well.
3.Please revise your statement that "the legal and operational risks associated with our
operations in the PRC apply to its operations in Hong Kong only to the extent applicable"
to delete the phrase "only to the extent applicable."
Prospectus Summary
Corporate History and Structure, page 3
4.Please include a footnote to the diagram indicating that Mr. Hu, your chief executive
officer, owns 96% of Datongyi Holding Limited.
Risks Related to Doing Business in China, page 7
5.We note your revised disclosure on page 5 in response to prior comment 9. Please revise
to instead include this disclosure in bulleted format under the section captioned "Risks
Related to Doing Business in China." Additionally, please revise here to ensure that each
summary risk factor in this section is accompanied with specific cross-references to the
title of the more detailed discussion of these risks in the registration statement. Where you
state that the "Chinese government exerts substantial influence over the conduct of our
business and may intervene with or influence our operations as the government deems
appropriate to further regulatory, political and societal goals," please revise to include the
fact that the Chinese government may also exert more control over foreign investment in
China-based issuers, and that all such exertions of control by the Chineses government
could result in a material change in your operations and/or the value of the securities you
are registering for sale.
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 10
6.We note your response to prior comment 10 and reissue it in part. Please revise to state
affirmatively whether you have received all requisite permissions or approvals to offer the
securities being registered to foreign investors. In this regard, we note your representation
confirming the negative, that you "have not been requested to obtain or denied any license
or permission from any government authority in China in connection with our operations
or this offering as of the date of this prospectus." Additionally, please disclose whether all
conclusions in this section are based on the opinion of counsel and, if not, why that is the
case and the basis for such conclusions. As an example only, we note your representation
that you "believe that laws and regulations currently effective in Hong Kong have no
impact on our business or our ability to complete this offering"; please provide the basis
for this conclusion given that you appear to have registered subsidiaries in Hong
Kong. 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. Make conforming changes
in your risk factors.

July 5, 2024
Page 3
Risk Factors
Our post-offering memorandum . . ., page 58
7.We note your response to prior comment 16 and reissue it. 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 62
8.Please explain to us why you are no longer presenting on a pro forma and pro forma as
adjusted basis separate line items for each of Class A and Class B ordinary shares.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating activities, page 74
9.Refer to your response to prior comment 20. It appears the content of your response prior
to "Trend Information" is useful information to investors regarding the negative operating
cash flows for fiscal 2023 in compliance with the guidance cited in the comment. Please
include such disclosure. Also, provide disclosure for fiscal 2022 similar to the first
paragraph of the response, with analysis of material variance between the periods.
Additionally, consider further analysis of material components regarding cash paid/used
for other operating activities and variances between periods, as this appears to be a
material factor. Further, you state in the response the decrease in operating cash flow was
driven principally by an increase in contract assets. Please explain how and why this
affected operating cash between the periods.
10.Within "Trend Information" you state that although turnover days for accounts receivable
and contract assets improved in fiscal 2023 compared to fiscal 2022 the long turnover
days for contract assets affected your liquidity. Please discuss whether this contributed to
the decrease in operating cash for fiscal 2023 compared to fiscal 2022 and, if so, how and
why. You also state the long payment term for engineering solutions of intelligent projects
caused negative cash flows from operations for fiscal 2023. Since it appears these long
payment terms also existed in fiscal 2022, clarify why the effect is more detrimental to
fiscal 2023 than fiscal 2022.
Business
Our Suppliers, page 97
11.We note your response to prior comment 23 and reissue it in part. Please revise here and
in the section captioned "Our Customers" to discuss the term and termination provisions
of your customer and supplier contracts.
Related Party Transactions, page 121
12.We note your response to prior comment 24. Please update this section to reflect
all related party transactions that occurred since the beginning of the three
preceding fiscal years up to the date of the registration statement. In this regard, we note
that you deleted the reference to providing disclosure for the 2021 fiscal year, however
this disclosure appears to be required. Refer to Item 4(a) of Form F-1 and Item 7.B. of
Form 20-F.

July 5, 2024
Page 4
General
13.We note your response to prior comment 31 that you have "updated the disclosure on
pages 29, 89 and 100 of the Revised Draft Registration Statement to the date hereof
accordingly." However, page 89 does not appear to have been updated as of the date of
the prospectus. In this regard, we note the disclosure states that you "owned 20 patents
and 28 software copyrights as of September 30, 2023  (emphasis added)." Please revise
accordingly.
            Please contact Scott Stringer at 202-551-3272 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yang Ge