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April 24, 2024
Hui Xu
Chief Executive Officer
Texxon Holding Ltd.
7A, Block C, 207 Songhong Road
Changning District
Shanghai, China, 200335
Re:Texxon Holding Ltd.
Draft Registration Statement on Form F-1
Submitted March 26, 2024
CIK No. 0002014337
Dear Hui Xu:
            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 submitted March 26, 2024
Cover Page
1.Where you discuss your structure as a Cayman Islands holding company that conducts
substantially all operations through PRC subsidiaries, revise to disclose prominently that
this structure involves unique risks to investors. Acknowledge that Chinese regulatory
authorities could disallow this structure, which 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. Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this holding company structure.
2.We note your statement that you are not "directly subject" to regulatory actions or
statements related to data security and anti-monopoly enforcement by the PRC

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government. Please expand your disclosure to clarify how these recent statements and
actions otherwise have or may impact the company's ability to conduct its business, accept
foreign investments, or list on a U.S. or foreign exchange. Additionally, revise to cross-
reference individual risk factors regarding the legal and operational risks associated with
having the majority of your operations in China, rather than the "Risk Factors" section in
general. Lastly, please disclose the location of your auditor's headquarters where you
discuss the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023.
3.Please revise to discuss all limitations on your ability to transfer cash between you, your
subsidiaries, and investors. We note that certain "registration and approval/filing
requirements" are addressed with respect to cash transfers from the holding company to
PRC subsidiaries, but limitations on transfers from PRC subsidiaries to the holding
company and investors, such as the review of dividend distributions to foreign investors
and limitations regarding paying dividends out of retained earnings discussed at page 6,
are not acknowledged on the cover page. Provide a cross-reference to your discussion of
this issue in your prospectus summary, summary risk factors, and risk factors sections as
well.
About This Prospectus, page 1
4.Please revise your definition of "China" and "PRC" to clarify how Hong Kong fits into
such definition. If you intend to carve out Hong Kong, please clarify that the legal and
operational risks associated with operating in China also apply to any operations in Hong
Kong. If you do not intend to carve out Hong Kong, revise the definition to disclose that
the only time that "China" and "PRC" does not include Hong Kong is when you are
referring to specific laws and regulations adopted by the PRC.
Prospectus Summary, page 3
5.We note your statement on page 57 that there is a substantial doubt about your ability to
continue as a going concern. Please include comparable disclosure in the prospectus
summary and discuss the conditions or events raising such substantial doubt, as well as
management's plans to address these concerns. Provide cross-references to discussion of
this topic in the risk factors and Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Overview, page 3
6.Please provide the basis for your statement here and on pages 77 and 99 that you have
"decades of experience in the plastic and chemical raw material market in China," as well
as your statement on page 104 that you have "over twenty years of experience," given
your indication that Net Plastic Technology started its business in 2011.

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Our Corporate History and Structure, page 4
7.Please revise your diagram of the company's corporate structure to identify clearly the
entity in which investors are purchasing an interest and the entity(ies) in which the
company's operations are conducted. Further identify all persons or entities that
own equity in each depicted entity, including the minority shareholders of Zhejiang Net
Plastic Technology Co., Ltd., MR LI Hong Kong Investment Limited, Henan Net Plastic
New Material Technology Co., Ltd., and Henan Net Plastic Chemical Distribution Co.,
Ltd. Please affirmatively state, if true, that you do not use a variable interest entity (VIE)
structure.
Summary of Risks Affecting Our Company
Risks Related to Doing Business in China, page 7
8.Where you describe the significant regulatory, liquidity, and enforcement risks associated
with having the majority of your operations in China, please revise to acknowledge 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.
Recent Regulatory Developments in China, page 11
9.Please clarify whether you have relied upon an opinion of counsel with respect to each
conclusion regarding permissions and approvals from Chinese authorities to operate your
business and to offer the securities being registered to foreign investors. For example, you
state that your PRC legal counsel has "advised [you]" with respect to your conclusion that
no regulatory approvals or permissions aside from those identified are required for your
business operations or the offering, but it is unclear whether this advice constitutes a
formal opinion. Please also clarify whether your statement on page 14 that you and your
subsidiaries "have received from PRC authorities all requisite licenses, permissions or
approvals...and no permission or approval has been denied" is supported by an opinion of
counsel. Additionally, please discuss how you came to the conclusion that approvals or
permissions from the Cybersecurity Administration of China (CAC) are not required,
why that is the case, and the basis on which you made that determination.
10.We note your disclosure that you are subject to filing requirements with the China
Securities Regulatory Commission (CSRC) in connection with this offering pursuant to
the Trial Measures. Please disclose the timing and status of your compliance with your
obligations under the Trial Measures and discuss consequences of non-compliance,

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Texxon Holding Ltd.
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including warnings, required revision of filings, and fines. Make conforming revisions
where you discuss the Trial Measures on the prospectus cover page and in the risk
factors.
Risk Factors
Risks Related to Doing Business in China
There are uncertainties regarding the interpretation and enforcement of PRC laws..., page 20
11.Please expand your discussion of oversight by the CAC to explain how it impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date. For example, please
disclose here, as you do in the prospectus summary, that you have concluded that you are
not subject to CAC review, clarify whether such conclusion is supported by an opinion of
counsel, and provide the basis for such conclusion. In this regard, we note your statement
that you "are not [an] 'operator of critical information infrastructure' or 'data processor',"
but you indicate that the Measures for Cybersecurity Review as promulgated in February
2022 also require certain "online platform operators" to undergo cybersecurity review
without explaining why you do not fall within such category. Lastly, because the
Measures for Cybersecurity Review took effect in February 2022, please revise your
statement that they are "recently adopted."
The PRC government exerts substantial influence over the manner in which we..., page 22
12.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 invention,
influence, or control by the Chinese government has or may have on your business or on
the value of your securities. Revise your disclosure that the PRC government "may
influence [y]our operations" to clarify that they may intervene or influence your
operations at any time. Additionally, where you disclose that the PRC government has
recently indicated an intent to exert "more oversight and regulation" over overseas
offerings and foreign investment in China-based issuers, revise to state that they have also
indicated intent to exert more control over such offerings and investment, and that any
such action could cause the value of your securities to significantly decline or be
worthless. 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.
Risks Related to Our Business and Industry, page 35
13.Please add a risk factor discussing your debt obligations and related risks and
considerations, such as the impact of the interest rate environment. In this regard, we note
your statements on pages 86 and 89, respectively, that you intend to secure additional

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financing through this offering "and other debt financing" and that you "finance
operations through short-term revolving loans provided by various PRC banks."
Risks Related to this Offering and Ownership of our Ordinary Shares
Our director and Chief Executive Officer has substantial influence over our company..., page 63
14.Please explain why you state that Mr. Xu "could have significant influence" in
determining the outcome of certain matters submitted to shareholders for approval, but
also that he "will...have the power to prevent or cause a change in control." Please also
acknowledge the shareholdings of your other officers and directors in this risk factor and
indicate whether they may act in concert to influence or control matters of the company.
Provide similar disclosure regarding concentration of share ownership in the prospectus
summary. Lastly, please clarify whether you will qualify for controlled company
exemptions under exchange listing standards following the offering and, if so, whether
you intend to rely upon such exemptions. In this regard, we note that your principal
shareholders information on page 130 indicates that various members of Mr. Xu's
immediate family beneficially own amounts of ordinary shares beyond those directly held
by Xu.
We are a foreign private issuer within the meaning of the rules..., page 66
15.Please supplement this or another risk factor to acknowledge the "home country practice"
exemptions available to foreign private issuers pursuant to exchange listing standards and
indicate whether you expect to rely upon such exemptions. Make conforming revisions
where you discuss the implications of being a foreign private issuer in the prospectus
summary.
Use of Proceeds, page 68
16.We note your statement that 40% of the net proceeds of the offering will be used for
“construction of production facilities and…upgrades and purchases of new production
equipment.” Please clarify whether these planned expenditures relate specifically to the
polystyrene manufacturing facility under construction in Henan Province, particularly
given your statement on page 91 that you had approximately $69.8 million in capital
commitments related to this project as of June 30, 2023. If so, provide a brief description
of assets to be acquired, their costs and disclose the amount and sources of other funds
needed to complete the project, each to the extent applicable. Refer to Items 3.C.1 and
3.C.2 of Form 20-F.
Enforceability of Civil Liabilities, page 72
17.If any of your directors, officers, or members of senior management are located in the
PRC or Hong Kong, please revise to state that is the fact and identify the relevant
individuals and their location(s).

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Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 80
18.Please quantify the extent to which changes in revenue are attributable to changes in
prices or to changes in the volume or amount of goods sold. Please also quantify factors to
which changes in results of operations are attributed. For example, we note disclosure that
revenue increased from increased demand and from expanding your business through
partnerships. Refer to Item 303(b)(2)(iii) of Regulation S-K.
19.We note per the risk factor on page 37 and the notes to your financial statements that your
product lines can be divided into two categories, basic chemicals and plastic particles, and
that different products have different gross margins. We also note that revenue from
plastic products decreased significantly for the year ended June 30, 2023 from the amount
generated for the year ended June 30, 2022. Please provide a discussion of revenue and
cost of revenue by product categories in your results of operations discussion. Refer to
Item 303(b) of Regulation S-K.
20.We note when discussing the increase to your year over year revenues on page 82, you
partially attribute the increase to the expansion of your sales teams.  Please reconcile this
with the decline in year over year selling and marketing expenses as disclosed on your
Consolidated Statements of Operations and discussed on page 84.
Industry, page 94
21.You state that information in this section is derived from an industry report prepared by
Sublime China Information Co., Ltd., but you also state on page 67 that an industry report
was issued by Zhuo Chuang Consulting. Please clarify whether one or two separate
reports were commissioned, and file as exhibit(s) to the registration stat