SecProbe.io

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 May 20, 2025

Chen Xin
Chief Executive Officer
BGM Group Ltd
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District , Chengdu , 610200
People s Republic of China

 Re: BGM Group Ltd
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 001-39805
Dear Chen Xin:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BGM Group Ltd

 No. 152 Hongliang
East 1st Street, No. 1703

 Tianfu New District,
Chengdu, 610200

 People's Republic
of China

 May 8 ,
2025

 VIA EDGAR

 Ms. Lynn
Dicker

 Ms. Tara Harkins

 Mr. Daniel Crawford

 Mr. Tim Buchmiller

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

 Re:
 BGM Group Ltd

 Form 20-F for Fiscal Year Ended September 30, 2024
 Correspondence from the SEC on April 25, 2025

 File No. 001-3 9805

 Dear
Ms. Lynn Dicker / Ms. Tara Harkins / Mr. Daniel Crawford / Mr. Tim Buchmiller:

 BGM
Group Ltd (the " Company ", " we ", " us " or " our ") hereby
transmits its response to the letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission
(the " SEC "), dated April 25, 2025, with respect to Amendment No. 2 to its annual report on Form 20-F
filed on April 3, 2025 (the " Form 20-F ").

 Concurrently
with the submission of this letter, the Company is submitting its Amendment No. 3 to the Form 20-F (the " Amended
Form 20-F "), which reflects the Company's responses to the comments received from the Staff and certain updated information.
For ease of reference, we have included the Staff's comment in bold, and the Company's response is set forth immediately below
the comment.

 Amendment No. 2 to Annual Report on Form 20-F for Fiscal
Year Ended September 30, 2024

 Item 4. Information on the Company

 Facilities, page 78

 1. We note your response to prior comment 2 and reissue the comment in part. We note your revised disclosure
on page 100 that you "made the decision to shut down a production factory of Chengdu Qilianshan Biotechnology Co., Ltd.
which occupied 78% of the Company's total Heparin products to reduce losses." Please revise to disclose the reason for constructing
the new facility in Chongqing city for production of your heparin products when you have ceased heparin production at your primary facility.
We also note your revised disclosure that the Shengfu Production Line appears to be located in Chongqing province and does not appear
in your table on page 79. Please revise your table to disclose the property, or otherwise advise.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on page 79 and 100 of the Amended
Form 20-F in response to the Staff's comment.

 * * *

 1

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail
to Mr. Chen Xin at xinchen@qiliancorp.com or by telephone at +86 028-6477-5180.

 Very truly yours,

 /s/ Chen
 Xin

 Name:
 Chen Xin

 Title:
 Chief Executive Officer

 2

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<TEXT>
 April 25, 2025

Chen Xin
Chief Executive Officer
BGM Group Ltd
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District , Chengdu , 610200
People s Republic of China

 Re: BGM Group Ltd
 Amendment No. 2 to Annual Report for Fiscal Year Ended September 30,
2024
 File No. 001-39805
Dear Chen Xin:

 We have reviewed your April 3, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
24, 2025 letter.

Amendment No. 2 to Annual Report for Fiscal Year Ended September 30, 2024
Item 4. Information on the Company
Facilities, page 78

1. We note your response to prior comment 2 and reissue the comment in
part. We note
 your revised disclosure on page 100 that you "made the decision to shut
down a
 production factory of Chengdu Qilianshan Biotechnology Co., Ltd. which
occupied
 78% of the Company's total Heparin products to reduce losses." Please
revise to
 disclose the reason for constructing the new facility in Chongqing city
for production
 of your heparin products when you have ceased heparin production at your
primary
 facility. We also note your revised disclosure that the Shengfu
Production Line
 appears to be located in Chongqing province and does not appear in your
table on
 page 79. Please revise your table to disclose the property, or otherwise
advise.
 April 25, 2025
Page 2

 Please contact Lynn Dicker at 202-551-3616 or Tara Harkins at
202-551-3639 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BGM Group Ltd

 No. 152 Hongliang
East 1st Street, No. 1703

 Tianfu New District,
Chengdu, 610200

 People's Republic
of China

 April 3 ,
2025

 VIA EDGAR

 Ms. Lynn
Dicker

 Ms. Tara Harkins

 Mr. Daniel Crawford

 Mr. Tim Buchmiller

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

 Re:
 BGM Group Ltd

 Form 20-F for Fiscal Year Ended September 30, 2024

 Correspondence from the SEC on March 24, 2025

 File No. 001-3 9805

 Dear
Ms. Lynn Dicker / Ms. Tara Harkins / Mr. Daniel Crawford / Mr. Tim Buchmiller:

 BGM
Group Ltd (the " Company ", " we ", " us " or " our ") hereby
transmits its response to the letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission
(the " SEC "), dated March 24, 2025, regarding its annual report on Form 20-F filed on January 27, 2025
(the " 2024 Form 20-F "). Concurrently with the submission of this letter, the Company is submitting its Amendment
No. 2 to the 2024 Form 20-F (the " Amended Registration Statement "), which reflects the Company's responses
to the comments received from the Staff and certain updated information. For ease of reference, we have included the Staff's comment
in bold, and the Company's response is set forth immediately below the comment.

 Annual Report on Form 20-F for the Fiscal Year Ended September 30,
2024

 Part I

 Item 3. Key Information

 Our Holding Company Structure and Contractual Arrangements with
the Consolidated

 Affiliated Entities, page 7

 1. We note that in 2023 the CSRC published Trial Measures that impose certain filing requirements for
direct and indirect overseas listings and offerings. Please disclose how, if at all, the Trial Measures apply to your Nasdaq listing and
securities offerings, whether you and relevant parties have complied with your obligations under the Trial Measures, and the risks to
investors of non-compliance.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on page 11, 24, 25 and 62 of the
Amended Registration Statement in response to the Staff's comment.

 1

 Item 4. Information on the Company

 Facilities, page 76

 2. We note your disclosure on page 107 and elsewhere in your annual report that you have capital
expenditures for a "new facility to be built in Chongqing city for producing [y]our heparin products, and the construction of the
new facility." We also note your disclosure on page 97 that you shut down production of heparin in September of 2023.
Please revise under this heading and elsewhere as appropriate to describe the nature of and reason for the construction plans, 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. Refer
to Item 4.D. of Form 20-F.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on page 96, 100 and 110 of the Amended
Registration Statement in response to the Staff's comment.

 Financial Statements

 Consolidated Balance Sheets, page F-4

 3. We note that you have $2.9 million of "Due to related party" recorded as a liability as
of September 30, 2024. Please tell us and revise future filings to describe and explain the nature of the relationship, the transactions
involving this related party liability, the dollar amounts of the transactions, and the terms and manners of settlement of the liability.
Refer to the guidance in ASC 850-10-50.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on F-29 and 119 of the Amended Registration
Statement in response to the Staff's comment.

 In addition, the Company respectfully
advises the Staff that as of September 30, 2024, the balance due to related parties consisted of remaining payment amounted to RMB15
million (US$2,140,594 equivalent) of 25% ownership interest in Caihou Capital (Shenzhen) Group Co., Ltd. (" Caihou ")
and US$710,932 of construction payment advance by Ahanzhai Development Co., Ltd. (" Ahanzhai "), which is 100% controlled
by Mr. Zhanchang Xin, the chairman of Ahanzhai's board of directors. On October 28, 2024, the Company fully paid RMB 15
million of Caihou's capital investments and US$710,932 construction payment advance subsequently.

 For the year ended September 30,
2024, Chengdu Qilian Trading Co., Ltd. acquired 25% ownership interest of Caihou with a total investment amount of RMB25,000,000
in July 2024, which have been paid in amount of RMB 10,000,000 (US$1,402,584 equivalent) in 2024.

 The Company undertakes to update the
financial statements and the related disclosure with regards to such transaction in future filings, commencing with the Company's
annual report on Form 20-F for the fiscal year ended September 30, 2025.

 Note 2 - Summary of Significant Accounting
Policies

 Construction in Progress, page F-13

 4. We note on page F-4 that you have $5.6 million of construction in progress recorded as an asset
as of September 30, 2024, which represents costs of construction incurred for Chongqing's new manufacturing facilities for
heparin products. We further note from page 97 that the company made the decision to shut down production of heparin products and
sausage casing in September 2023. Please tell us how you determined that the costs of the construction in progress asset is not impaired
in accordance with ASC 360-10.

 Response :
The Company respectfully acknowledges the Staff's comment and hereby advises the Staff that, the construction in progress represents
our new manufacturing's facilities, plant and production lines for heparin products in Chongqing city and the afore-said facilities
are still under construction. We decided to shut down the factory of Chengdu Qilianshan Biotechnology Co., Ltd. which occupied approximately
78% of the total heparin products of our Group. We have amended the disclosure on page 100 of the Amended Registration Statement
accordingly.

 2

 For
the costs of construction in progress, according to the ACS 360-10, we review construction in progress for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no indicators of impairment
of these assets (such as adverse legal changes, assets disposal plans) as of September 30, 2024 and September 30, 2023.

 5. As a related matter, we note from page F-7 that you had $2.6 million in payments for construction
in progress during the year ended September 30, 2024 and that there is still $1.9 million unpaid as of September 30, 2024. Please
tell us why you continue to incur construction expenses considering your disclosures that production has been shut down since September 2023.

 Response :
The Company respectfully acknowledges the Staff's comment and hereby advises the Staff that we shut down a production factory of
Chengdu Qilianshan Biotechnology Co., Ltd. in September 2023 and we are in the process of constructing a new heparin production
line in the Chongqing Tongnan High-Tech Zone (the " Shengfu Production Line "), which is developed by Chongqing Shengfu
Biological Technology Co., Ltd., the subsidiary of Chengdu Qilianshan Biotechnology Co., Ltd. The construction of Shengfu Production
Line is still ongoing and we continue to incur related construction costs and payments. Please refer to the revised disclosure on page 96
of the Amended Registration Statement for more details.

 Prepayments for property and equipment, page F-15

 6. We note prepayments for property and equipment of $660,569 for apartments the company purchased in
Tianxi Center from Chengdu Shuangfa Jundi Real Estate Co., Ltd. on June 15, 2021 which will not be received until May 2025.
Please tell us why these apartments will not be received until May 2025 and your consideration of impairment of these assets in accordance
with ASC 360-10.

 Response :
The Company respectfully acknowledges the Staff's comment and hereby advises the Staff that due to the financial constraints of
the developer, who serves as the construction party of this project, the project has failed to complete as scheduled. To protect the interests
of homebuyers, the Chengdu government has rolled out a series of measures and provided financial assistance to ensure the project's completion.
The government will be responsible for delivering the finished properties to homebuyers, with the delivery expected to be in May 2025.

 These assets have not been subject
to impairment and the reasons are as follow: (i) The properties purchased are situated at subway entrances, offering highly convenient
transportation; (ii) There are primary and secondary schools in the surrounding area, which help to categorize them as school - district
properties; and (iii) Chengdu is a city prioritized for national development.

 According to 360-10, a long-lived asset
must be tested for impairment when events or changes indicate its carrying amount may not be recoverable (e.g. significant decline in
market value, adverse legal changes and asset disposal plans). The purchase cost was RMB12,968 per square meter and total amount was RMB4,628,888
with area of 356.93 square meters. We cross-checked market value who exceeds the purchase cost from the real estate transaction inquiry
website of Chengdu (Sichuan Province) Housing and Urban-Rural Development Information & Archives Center and apartments related
information that the company owned respectively. The transaction price announced on the website is RMB 37,142.27 per square meter, which
is higher than our purchase price of RMB 12,968 per square meter. After cross-comparison, no impairment has been recognized.

 Note 17 - Subsequent Events, page F-32

 7. We note your disclosure that on November 27, 2024, BGM Group entered into a transaction agreement
with CISG Holdings Ltd to purchase 100% of the equity interest of the target company for a consideration of 69,995,661 Class A ordinary
shares of BGM Group. With reference to ASC 805, please tell us how you accounted for this transaction.

 Response :
The Company respectfully acknowledges the Staff's comment and hereby advises the Staff that according to ASC 805, we accounted the
acquisition with CISG Holdings Ltd (the " Acquisition ") using acquisition method in the treatment of business combination.
On the date of Acquisition, parent company recorded long term investment of the target fair value and consideration was settled by the
issuance of 69,995,661 ordinary A shares, with par value of $0.00833335, at a purchase price of US$2 per share and the difference was
recorded in additional paid-in capital. When the Company combined targets, the difference between identifiable assets and consideration
payments was recorded as goodwill, long term investment of parent company and equity of targets are eliminated.

 3

 We
have filed a current report on Form 6-K to submit the audited financial statements and the unaudited pro forma consolidated
combined financial statements in relation to the post Acquisition target on March 28, 2025, upon giving effect to the consummation
of the Acquisition in accordance with the requirements of the Rule 3-05 of Regulation S-X.

 8. We note your disclosure that on November 27, 2024, BGM Group entered into a transaction agreement
with CISG Holdings Ltd ( the "Seller"), and that pursuant to the transaction agreement BGM Group agreed to purchase from the
Seller 100 % of the equity interest of the target company for a consideration of 69,995,661 Class A ordinary shares of BGM Group
(the "Consideration Shares"), at a purchase price of US$ 2.0 per share of the Consideration Shares. Please disclose the market
price of your Class A ordinary shares at the time the transaction agreement was entered into and, if there was a material variance
between the market price of your Class A ordinary shares and the US$2.0 per share for the Consideration Shares, please disclose why.

 Response :
The Company respectfully acknowledges the Staff's comment and has amended the disclosure on F-34 of the Amended Registration Statement
in response to the Staff's comment.

 * * *

 We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail
to Mr. Chen Xin at xinchen@qiliancorp.com or by telephone at +86 028-6477-5180.

 Very truly yours,

 /s/ Chen Xin

 Name: Chen Xin

 Title: Chief Executive Officer

 4

CORRESP
 1
 filename1.htm

 No. 152 Hongliang East 1st
Street, No. 1703,

 Tianfu New District, Chengdu,
610200

 People's Republic of
China

 March
31, 202 5

 VIA EDGAR

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N .E.

 Washington, D.C. 20549

 U.S.A.

 Re: BGM Group Ltd
 Registration Statement on Form F-3, as amended (File No.
333-285635)
 Acceleration Request

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the " Act "), BGM Group
Ltd (the " Company ") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3
(the " Registration Statement ") be accelerated to, and that the Registration Statement become effective, at 4:00 P.M.
Eastern Standard Time on April 2, 2025, or as soon thereafter as practicable.

 If
there is any change in the acceleration request as set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with the
Act. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Han Kun
Law Offices LLP.

 In
making this acceleration request, the Company hereby acknowledges the following:

 · should
the U.S. Securities and Exchange Commission (" SEC ") or the staff of the SEC (the " Staff "), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the
filing;

 · the
action of the SEC or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the
Company may not assert Staff's comments and the declaration of effectiveness as a defense in any proceedings initiated
by the SEC or any person under the federal securities laws of the United States.

 If
you have any questions regarding this request and to provide notice of effectiveness, please contact Mr. Chen Xin at xinchen@qiliancorp.com ,
or by telephone at +86 028-6477-5180.

 [Signature page follows]

 Very truly yours,

 BGM Group Ltd

 By:
 /s/ Chen Xin

 Name: Chen Xin

 Title: Chief Executive Officer

 (Principal Executive Officer)

 [Signature Page to Acceleration
Request]

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Chen Xin
Chief Executive Officer
BGM Group Ltd
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District , Chengdu , 610200
People s Republic of China

 Re: BGM Group Ltd
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 001-39805
Dear Chen Xin:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
 March 24, 2025
Page 2
Form 20-F for the Fiscal Year Ended September 30, 2024
Part I
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the
Consolidated
Affiliated Entities, page 7

1. We note that in 2023 the CSRC published Trial Measures that impose
certain filing
 requirements for direct and indirect overseas listings and offerings.
Please disclose
 how, if at all, the Trial Measures apply to your Nasdaq listing and
securities offerings,
 whether you and relevant parties have complied with your obligations
under the Trial
 Measures, and the risks to investors of non-compliance.
Item 4. Information on the Company
Facilities, page 76

2. We note your disclosure on page 107 and elsewhere in your annual report
that you
 have capital expenditures for a "new facility to be built in Chongqing
city for
 producing [y]our heparin products, and the construction of the new
facility." We also
 note your disclosure on page 97 that you shut down production of heparin
in
 September of 2023. Please revise under this heading and elsewhere as
appropriate to
 describe the nature of and reason for the construction plans, 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. Refer to
 Item 4.D. of Form 20-F.
Financial Statements
Consolidated Balance Sheets, page F-4

3. We note that you have $2.9 million of "Due to related party" recorded as
a liability as
 of September 30, 2024. Please tell us and revise future filings to
describe and explain
 the nature of the relationship, the transactions involving this related
party liability, the
 dollar amounts of the transactions, and the terms and manners of
settlement of the
 liability. Refer to the guidance in ASC 850-10-50.
Note 2 - Summary of Significant Accounting Policies
Construction in Progress, page F-13

4. We note on page F-4 that you have $5.6 million of construction in
progress recorded
 as an asset as of September 30, 2024, which represents costs of
construction incurred
 for Chongqing s new manufacturing facilities for heparin products. We
further note
 from page 97 that the company made the decision to shut down production
of heparin
 products and sausage casing in September 2023. Please tell us how you
determined
 that the costs of the construction in progress asset is not impaired in
accordance with
 ASC 360-10.
5. As a related matter, we note from page F-7 that you had $2.6 million in
payments for
 construction in progress during the year ended September 30, 2024 and
that there
 is still $1.9 million unpaid as of September 30, 2024. Please tell us why
you continue
 to incur construction expenses considering your disclosures that
production has been
 March 24, 2025
Page 3

 shut down since September 2023.
Prepayments for property and equipment, page F-15

6. We note prepayments for property and equipment of $660,569 for
apartments the
 company purchased in Tianxi Center from Chengdu Shuangfa Jundi Real
Estate Co.,
 Ltd. on June 15, 2021 which will not be received until May 2025. Please
tell us why
 these apartments will not be received until May 2025 and your
consideration of
 impairment of these assets in accordance with ASC 360-10.
Note 17 - Subsequent Events, page F-32

7. We note your disclosure that on November 27, 2024, BGM Group entered
into a
 transaction agreement with CISG Holdings Ltd to purchase 100% of the
equity
 interest of the target company for a consideration of 69,995,661 Class A
ordinary
 shares of BGM Group. With reference to ASC 805, please tell us how you
accounted
 for this transaction.
8. We note your disclosure that on November 27, 2024, BGM Group entered
into a
 transaction agreement with CISG Holdings Ltd ( the "Seller"), and that
pursuant to the
 transaction agreement BGM Group agreed to purchase from the Seller 100 %
of the
 equity interest of the target company for a consideration of 69,995,661
Class A
 ordinary shares of BGM Group (the "Consideration Shares"), at a purchase
price of
 US$ 2.0 per share of the Consideration Shares. Please disclose the
market price of
 your Class A ordinary shares at the time the transaction agreement was
entered into
 and, if there was a material variance between the market price of your
Class A
 ordinary shares and the US$2.0 per share for the Consideration Shares,
please disclose
 why.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Lynn Dicker at 202-551-3616 or Tara Harkins at
202-551-3639 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Chen Xin
Chief Executive Officer
BGM Group Ltd.
No. 152 Hongliang East 1st Street, No. 1703,
Tianfu New District, Chengdu, 610200
People s Republic of China

 Re: BGM Group Ltd.
 Registration Statement on Form F-3
 Filed March 7, 2025
 File No. 333-285635
Dear Chen Xin:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Yu Wang, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BGM Group Ltd

No. 152 Hongliang East 1st Street, No. 1703

Tianfu New District, Chengdu, 610200

People’s Republic of China

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C., 20549

November
22, 2024

    Re:
    BGM Group Ltd

    Registration Statement on Form F-3

    Filed November 5, 2024

    File No. 333-282998

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, BGM Group Ltd hereby requests acceleration of effectiveness of
the above referenced Registration Statement on F-3, as amended (the “Registration Statement”), so that it will become effective
at 5:00 p.m. ET November 22, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Chen Xin

    Name: Chen Xin

    Title: Chief Executive Officer

November 15, 2024
Chen Xin
Chief Executive Officer
BGM Group Ltd
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District, Chengdu, 610200
People's Republic of China
Re:BGM Group Ltd
Registration Statement on Form F-3
Filed November 5, 2024
File No. 333-282998
Dear Chen Xin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Yu Wang, Esq.

CORRESP
1
filename1.htm

Qilian International Holding Group Limited

No. 152 Hongliang East 1st Street, No. 1703

Tianfu New District, Chengdu, 610200

People’s Republic of China

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C., 20549

    Attention:

    Lauren Hamill

    Alan Campbell

May 15, 2024

    Re:

    Qilian International Holding Group Limited

    Registration Statement on Form F-3 (File No. 333-278591)

    Initially Filed April 10, 2024

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Qilian International Holding Group Limited hereby requests acceleration of effectiveness of the above referenced
Registration Statement on F-3, as amended (the “Registration Statement”), so that it will become effective at 9:00 a.m. ET
on May 16, 2024, or as soon as thereafter practicable.

Very truly yours,

    /s/ Zhanchang Xin

    Name: Zhanchang Xin

    Title: Chief Executive Officer

    cc:
    Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

Qilian International Holding Group Limited

No. 152 Hongliang East 1st Street, No. 1703

Tianfu New District, Chengdu, 610200

People’s Republic of China

May 8, 2024

VIA EDGAR

Ms. Lauren Hamill

Mr. Alan Campbell

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Qilian International Holding Group Limited

    Registration Statement on Form F-3

  Filed April 10, 2024

  File No. 333-278591

Dear Ms. Hamill and Mr. Campbell:

Qilian International Holding
Group Limited (the “Company”, “we”, “us” or “our”) hereby
transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated April 18, 2024 regarding our Form F-3 previously filed on April 10, 2024. For ease of reference,
we have repeated the Commission’s comments in this response and numbered them accordingly. An amendment to the Company’s registration
statement on Form F-3 is being filed to accompany this letter.

Registration Statement on Form F-3 filed
April 10, 2024

Cover Page

    1.
    Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China and that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court. Explain whether the VIE 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. Your disclosure should 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 structure.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page accordingly.

We thank the Staff for its
review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at 212-530-2208.

[Signature page follows]

    Very truly yours,

    /s/ Zhanchang Xin

    Zhanchang Xin

Chief Executive Officer

    cc:
    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
April 18, 2024
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Limited
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District, Chengdu, 610200
People’s Republic of China
Re:Qilian International Holding Group Limited
Registration Statement on Form F-3
Filed April 10, 2024
File No. 333-278591
Dear Zhanchang Xin:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3 filed April 10, 2024
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors. If true,
disclose that these contracts have not been tested in court. Explain whether the VIE
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. Your disclosure should 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

 FirstName LastNameZhanchang  Xin
 Comapany NameQilian International Holding Group Limited
 April 18, 2024 Page 2
 FirstName LastName
Zhanchang  Xin
Qilian International Holding Group Limited
April 18, 2024
Page 2
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 structure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Hamill at 303-844-1008 or Alan Campbell at 202-551-4224 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Wu

United States securities and exchange commission logo
October 28, 2022
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd.
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
Re:Qilian International Holding Group Ltd.
Amendment No. 2 to Form 20-F for Fiscal Year Ended
September 30, 2021
File No. 001-39805
Dear Zhanchang Xin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       George Du, Esq.

CORRESP
1
filename1.htm

    LAWRENCE VENICK

    Partner

    10100 Santa Monica Blvd.

    Suite 2200

    Los Angeles, CA 90067

    Direct

    Main

    Fax

    lvenick@loeb.com

    852.3923.1188

    310.282.2000

    310.282.2000

October 13, 2022

Mr. Michael Davis

Divisions of Corporate Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street NE

Washington, D.C. 20549

    Re:

    Qilian International Holding Group Ltd.

    CIK 0001779578

    Form 20-F/A2 for Fiscal Year Ended September 30, 2021

    Filed August 1, 2022 File No. 001-39805

Dear Mr. Davis:

On behalf of our client, Qilian
International Holding Group Ltd. (the “Company”), we hereby provide a response to the comments issued in a letter dated August
19, 2022 (the “Staff’s Letter”) regarding the Company’s Form 20-F/A2 for Fiscal Year Ended September 30, 2021.
Contemporaneously, a further amended Form 20-F for Fiscal Year Ended September 30, 2021 is being submitted publicly to accompany this
response letter (the “Amended 20-F”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Registration Statement, we have responded, on behalf of the Company,
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment No. 2 to Form 20-F for Fiscal Year Ended September
30, 2021

Item 3, page 13

 1. We understand from your response
that the VIE has not been charged for the technical support, consulting services and other management services stipulated in their Exclusive
Service Agreement with the WFOE (Chengdu Trading). Please add a disclosure explaining why the VIE has never been required to pay these
service fees to the WFOE given that the WFOE requires cash infusions as evidenced by their reported 2021 negative cash flows and their
borrowings from the VIE. Disclose whether there are any specific adverse tax or regulatory factors that impacted your decision not to
charge the VIE for the services and describe your intentions to settle amounts owed by the VIE under the VIE Agreements. Expand your
page 12 disclosure to explain why "Qilian International may experience difficulties in completing the administrative procedures
necessary to obtain and remit foreign currency for the payment of dividends from its VIE’s profits". Revise the VIE's operating
expense and net income balances to recognize the unbilled service expenses pursuant to the guidance in SAB 1:B.1 in light of the fact
that the WFOE does not hold any equity in the VIE.

Response:
Due to the outbreak and continued spread of COVID-19 and its variants, along with the unstable global economy, the VIE and
its operating subsidiaries in China have experienced substantial pressure from depressed economy and business environment, especially
the sharply risen prices of agricultural, energy, and various other raw materials that are critical for the VIE’s business operations.
Such downward pressure has led to substantive decrease in the VIE and its operating subsidiaries’ profits since early 2020. The
Company would like to inform the Staff that for the purpose of easing the VIE and its subsidiaries’ operational and cashflow stress
during the pandemic and considering the fact that the Company’s source of income ultimately comes from that of the VIE and its subsidiaries,
the VIE and the WFOE agreed to partially suspend the VIE’s timely payment of technical support, consulting services and other management
service fees stipulated in certain Exclusive Service Agreement. While WFOE’s operations generate limited sales for the Company,
VIE and its subsidiaries as the Company’s true operating entities would need to retain enough cash to stabilize its business operations
and support its working capital needs in the unpredictable business environment. The Company hereby confirms that the VIE will start paying
service fees timely and in full to the WFOE in accordance with the provisions in the VIE Agreements at the beginning of December 2022,
including any unpaid accumulated amounts owed to the WFOE. The aforementioned arrangements have not violated any PRC laws or regulations
currently in effect, nor will it violate any PRC tax laws or regulations in the foreseeable future according to certain legal opinion
issued by Gansu Quanyi Law Firm, a copy of which is included as Annex I to this response letter.

Under the VIE Agreements, the VIE transfers its profits to the Company
in the form of technical support, consulting services and other management fees to the WFOE, which then transfers such amounts to the
offshore special purpose vehicle in Hong Kong (Qilian International (Hong Kong) Holdings Limited). The offshore special purpose vehicle
in Hong Kong finally transfers such amount to the listed Company in Cayman Islands. Gansu Quanyi Law Firm opinioned that since all the
entities affiliated to the Company are not on the negative list of domestic and foreign investments explicitly prohibited by the Chinese
government, the Company will not experience difficulties in completing the administrative procedures necessary to obtain and remit foreign
currency for the payment of dividends from its VIE’s profits. The Company has revised relevant disclosures on page 12 of the Amended
20-F.

The Company has revised related disclosures under Financial Information
Related to the VIE under Item 3 to reflect the unbilled service expenses.

 2. Please explain to us why the revenue elimination adjustment
on page 13 is $5,143,500 whereas the amount disclosed in Note 12 on page F-24 is only $31,587.

Los Angeles   New York   Chicago Nashville    Washington,
DC    San Francisco     Beijing    Hong Kong     www.loeb.com

For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.

    Mr. Michael Davis

    October 13, 2022

    Page 2

Response: The Company advises the Staff that $5,143,500
is the intercompany sales between consolidated entities. The disclosure of $31,587 sales in Note 12 for related party transaction is with
related parties outside of the consolidated entities.

 3. Please explain to us how the Parent
accounted for the $20,000,000 cash paid in FY 21 to acquire the non-controlling interest. The existing disclosures on pages 15, F-5 and
F-6 do not clearly identify which accounts were impacted.

Response: The Company
advises the Staff that $20 million cash paid in FY 21 relates to investment on available-for-sale securities, which has nothing to
do with acquisition of non-controlling interest. The $20 million was reflected as Purchase of available-for-sale securities on the
cash flow statement on page F-6, net used in investing activities on Parent company on page 15, and was not part of the Statements
of Changes in Equity on page F-5.

 4. Please provide us with a detailed
reconciliation between the $6,503,296 and $2,122,539 reported 2021 VIE operating cash flow amounts on pages F-9 and 15, respectively.

Response: The Company revised the footnote on page
F-9 in the 20F/A from $6,503,296 to $2,122,539 by correcting $4,380,757 of cash outflow between VIE and WOFE from investing activities
to operating activities.

 5. Page F-9 shows that the VIE has
significant amounts of debt outstanding. Page F-27 shows that there were more borrowings after September 30, 2021. Please disclose whether
the VIE's creditors have any recourse against the Parent or any of its subsidiaries if the VIE fails to repay their debt obligations.
Also, please disclose on page 103 where your cash accounts and the $20 million Available for Sale Securities are geographically located
and whether there are any legal, regulatory, or economic factors that could impair the Parent's ability to access those funds for discretionary
purposes.

Response: The Company informs
the Staff that the VIE’s creditors has no recourse against the Company and its affiliated entities if VIE and its subsidiaries fail
to repay their debt obligations. The VIE repaid the loan of RMB 15 million in advance on August 23, 2022, and further repaid RMB 5 million
on September 21, 2022. The $20 million Available for Sale Securities is located in Hong Kong and the Company has full access to those
funds, which is not impaired by any current legal, regulatory or economic factors according to certain legal opinion issued by Gansu Quanyi
Law Firm, a copy of which is included as Annex I to this response letter. We incorporated relevant disclosures on page 108 of the Amended
20-F.

    Sincerely,

    /s/ Lawrence Venick

    Lawrence Venick

    Partner

Annex I

GANSU QUANYI LAW FIRM LEGAL OPINION

Gansu Quanyi Law Firm Letter (2022) No. 004

PRC Legal Counsel of Gansu Qilianshan Pharmaceutical
Co., Ltd

Gansu Quanyi Law Firm

Legal Opinion on Qilian International Holding
Group Limited (the Company)’s 20-F

Annual Report in Response to SEC’s Inquiries

1. “State the reason that the VIE has
never been required to pay service fees to the WFOE and disclose whether there are any specific adverse tax or regulatory factors that
impacted your decision not to charge the VIE for the services and describe your intentions to settle amounts owed by the VIE under the
VIE Agreements.”

Due to the outbreak and continued spread of COVID-19 and its variants,
along with the unstable global economy, the VIE and its operating subsidiaries in China have experienced substantial pressure from depressed
economy and business environment, especially the sharply risen prices of agricultural, energy, and various other raw materials that are
critical for the VIE’s business operations. Such downward pressure has led to substantive decrease in the VIE and its operating
subsidiaries’ profits since early 2020. For the purpose of easing the VIE and its subsidiaries’ operational and cashflow stress
during the pandemic and considering the fact that the Company’s source of income ultimately comes from that of the VIE and its subsidiaries,
the VIE and the WFOE, for the benefit of VIE’s continued growth and protection of the Company’s shareholder interest, agreed
to partially suspend the VIE’s timely payment of technical support, consulting services and other management service fees stipulated
in certain Exclusive Service Agreement. While WFOE’s operations generate limited profits for the Company, VIE and its subsidiaries
as the Company’s true operating entities would need to retain enough cash to stabilize its business operations and support its working
capital needs in the unpredictable business environment. We confirm that the aforementioned arrangements have not violated any PRC laws
or regulations currently in effect, nor will it violate any PRC tax laws or regulations in the foreseeable future.

Further, Article 38 of the Announcement of the China State Administration
of Taxation on Measures for the Special Tax Adjustments and Mutual Agreement Procedures (Announcement No. 6 of 2017 China State Administration
of Taxation, hereinafter referred to as "Announcement No. 6") states that: "The actual tax burden regarding domestic related
parties’ transactions requires no tax adjustments , as long as the transactions do not directly or indirectly lead to a decrease
in central government’s overall tax revenue.” VIE is a national-level high-tech enterprise that enjoys a preferred corporate
income tax rate of 15%; WFOE is a foreign-invested enterprise, according to the Catalogue of Industries Encouraged for Foreign Investment
(2020 Edition), which enjoys a preferential tax rate of 15% according to the Western China Development Policy. Thus, there is no tax difference
between the VIE and the WOFE that would lead to a decrease in central government’s overall tax revenue. We do not believe there
currently is or there will be any Chinese tax law or policy-related risk presented.

2. Explain why “Qilian International may experience difficulties
in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from its VIE’s
profits”.

Under the VIE Agreements, the VIE distributes profits and dividends
to the Company through firstly transferring its profits in the form of technical support, consulting services and other management fees
to the WFOE, which then transfers such amounts to the offshore special purpose vehicle in Hong Kong (Qilian International (Hong Kong)
Holdings Limited). The offshore special purpose vehicle in Hong Kong finally transfers such amount to the listed Company in Cayman Islands.
We believe that that since all the entities affiliated to the Company are not on the negative list of domestic and foreign investments
explicitly prohibited by the Chinese government, the Company will not experience difficulties in completing the administrative procedures
necessary to obtain and remit foreign currency for the payment of dividends from its VIE’s profits.

3. On “VIE has significant amounts of debt outstanding”
and “whether there are any legal, regulatory, or economic factors that could impair the Parent's ability to access those funds for
discretionary purposes”.

Gansu Qilianshan Pharmaceutical Co., Ltd. (as the borrower) and Agricultural
Bank of China Co., Ltd. Jiuquan Branch signed the "Working Capital Loan Agreement" in 2021, involving amount of RMB 20 million
for a loan period of 1 year with a release date of September 17, 2021. The draw-down must be before September 17, 2021; and the last draw-down
must be before September 30, 2021. The guarantee method is single person guarantee and mortgage.

According to Article 3 of the "Company Law of the People's Republic
of China": "A company is a legal person that enjoys legal person property rights. The company shall be held liable for its debts
with its properties; the shareholders shall be liable to the company only in proportion to its subscription of the company’s shares.”

Gansu Qilianshan Pharmaceutical Co., Ltd. is a legal person with a
personality independent from its shareholders, enjoying indepent rights and capacity for civil conduct. It can independently carry out
civil activities in the name of itself and enjoys civil rights/undertakes civil obligations in accordance with the law, including but
not limited to, independent property ownership, independence of organization, and independence of responsibility.

According to the aforementioned agreement, Gansu Qilianshan Pharmaceutical
Co., Ltd. agreed to mortgage out its house property rights and land use rights valued at 76.1 million yuan. The scope of such guarantee
includes the principal, interests, compound interests, liquidation damages, damages and other expenses under this agreement. The value
of the mortgage guarantee has far exceeded the loan amount of RMB 20 million in the aforementioned loan agreement. Agricultural Bank of
China Co., Ltd. Jiuquan Branch and Mr. Zhanchang Xin also signed a certain Guarantee Agreement to personally guarantee the borrower’s
payment of the loan amounts.

Gansu Qilianshan Pharmaceutical Co., Ltd. has repaid the loan of RMB
15 million in advance on August 23, 2022, and further repaid RMB 5 million on September 21, 2022.

In conclusion, Gansu Qilianshan Pharmaceutical Co., Ltd. is fully
capable of repaying the loan. In China, a contractual relationship can only occur between specific subjects, and only one party to the
contract can make a claim or file a lawsuit against the other party to the contract. The aforementioned agreements will not cause any
adverse consequences or impacts on persons outside the agreements. Nor will VIE's creditors have any recourse against Qilian International
Holding Group Limited or any of its related entities if the VIE fails to repay their debt obligations.

/s/ Gansu Quanyi Law Firm

Gansu Quanyi Law Firm

United States securities and exchange commission logo
August 19, 2022
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd.
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
Re:Qilian International Holding Group Ltd.
Amendment No. 2 to Form 20-F for Fiscal Year Ended
September 30, 2021
File No. 001-39805
Dear Mr. Xin:
            We have reviewed your July 29, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 18, 2022 letter.
Amendment No. 2 to Form 20-F for Fiscal Year Ended September 30, 2021
Item 3, page 13
1.We understand from your response that the VIE has not been charged for the technical
support, consulting services and other management services stipulated in their Exclusive
Service Agreement with the WFOE (Chengdu Trading). Please add a disclosure
explaining why the VIE has never been required to pay these service fees to the WFOE
given that the WFOE requires cash infusions as evidenced by their reported 2021 negative
cash flows and their borrowings from the VIE. Disclose whether there are any specific
adverse tax or regulatory factors that impacted your decision not to charge the VIE for the
services and describe your intentions to settle amounts owed by the VIE under the VIE
Agreements. Expand your page 12 disclosure to explain why "Qilian International may

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd.
 August 19, 2022 Page 2
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd.
August 19, 2022
Page 2
experience difficulties in completing the administrative procedures necessary to obtain
and remit foreign currency for the payment of dividends from its VIE’s profits". Revise
the VIE's operating expense and net income balances to recognize the unbilled service
expenses pursuant to the guidance in SAB 1:B.1 in light of the fact that the WFOE does
not hold any equity in the VIE.
2.Please explain to us why the revenue elimination adjustment on page 13 is $5,143,500
whereas the amount disclosed in Note 12 on page F-24 is only $31,587.
3.Please explain to us how the Parent accounted for the $20,000,000 cash paid in FY 21 to
acquire the non-controlling interest. The existing disclosures on pages 15, F-5 and F-6 do
not clearly identify which accounts were impacted.
4.Please provide us with a detailed reconciliation between the $6,503,296 and
$2,122,539 reported 2021 VIE operating cash flow amounts on pages F-9 and 15,
respectively.
5.Page F-9 shows that the VIE has significant amounts of debt outstanding. Page F-27
shows that there were more borrowings after September 30, 2021. Please disclose whether
the VIE's creditors have any recourse against the Parent or any of its subsidiaries if the
VIE fails to repay their debt obligations. Also, please disclose on page 103 where your
cash accounts and the $20 million Available for Sale Securities are geographically located
and whether there are any legal, regulatory, or economic factors that could impair the
Parent's ability to access those funds for discretionary purposes.
            You may contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       George Du, Esq.

CORRESP
1
filename1.htm

    LAWRENCE VENICK

    Partner

    10100 Santa Monica Blvd.

    Suite 2200

    Los Angeles, CA 90067

    Direct	852.3923.1188

Main	310.282.2000

Fax	310.282.2000

lvenick@loeb.com

July 29, 2022

Mr. Michael Davis
 Divisions of Corporate Finance
 Office of Life Sciences
 U.S. Securities & Exchange Commission
 100 F Street NE
 Washington, D.C. 20549

    Re:

    Qilian International Holding Group Ltd.

    CIK 0001779578

    Form 20-F/A1 for Fiscal Year Ended September 30, 2021

    Filed June 30, 2022 File No. 001-39805

Dear Mr. Davis:

On behalf of our client,
Qilian International Holding Group Ltd. (the “Company”), we hereby provide a response to the comments issued in a letter
dated July 18, 2022 (the “Staff’s Letter”) regarding the Company’s Form 20-F/A1 for Fiscal Year Ended September
30, 2021. Contemporaneously, a further amended Form 20-F for Fiscal Year Ended September 30, 2021 is being submitted publicly to accompany
this response letter (the “Amended 20-F”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Registration Statement, we have responded,
on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs
set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment No. 1 to Form 20-F for Fiscal Year Ended September
30, 2021

Introduction,
page 5

 1. We note that your definition of "China" or the "PRC" excludes Hong Kong and Macau.
In future filings, please revise your disclosure to remove the exclusion of Hong Kong and Macau from your definition of "China"
or the "PRC."

Response:
We have revised relevant disclosures on page 5 of the Amended 20-F to make sure that definition
of "China" or the "PRC" includes Hong Kong and Macau.

 2. We note your response
to prior comment 2 and reissue in part. In future filings, please prominently disclose here and at the outset of Item 3 whether your auditor
is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable
Act and related regulations, including the Accelerating Holding Foreign Companies Accountable Act, if enacted, will affect your company.

Los Angeles   New York   Chicago Nashville    Washington, DC    San Francisco
    Beijing    Hong Kong     www.loeb.com

For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.

    Mr. Michael Davis

    July 29, 2022

    Page 2

Response:
We have disclosed the required statements prominently on pages 11 and 12 (at the outset of Item 3), 17, 24 and 25 of the Amended
20-F.

Financial
Information Related to the VIE, page 13

 3. Prior comment 9 requested separate line items for intercompany amounts, including intercompany balances,
activities and cash flows on a gross basis. Please provide disclosure to clarify how you have presented service fees levied by the WFOE
pursuant to the Exclusive Service Agreement. Tell us the nature of the $4.8 million in amounts due to the VIE from the Parent and WFOE
as of September 30, 2021, describe the changes from the $6.4 million due from the WFOE as of September 30, 2020, and explain how these
intercompany amounts originated.

Response:
Pursuant to certain Exclusive Service Agreement, Chengdu Qilian Trading (the WFOE) provides
management and consulting services to Chengdu Qilian Trading. Gansu QLS shall pay service fees to Chengdu Qilian Trading. The amount of
service fees shall be 98.297% of net profits of Gansu QLS, with the percentage being the proportion of shares of Gansu QLS which are held
by shareholders having signed the VIE agreements, among the total shares of Gansu QLS. Chengdu Qilian Trading didn’t request Gansu
QLS to pay for the service fee since the effective of the Exclusive Service Agreement, however, Chengdu Qilian Trading has retained the
right to request Gansu QLS for payment at its discretion. The service fees are presented as share of income from the VIE by the WFOE in
the Selected Condensed Consolidating Statements of Operations Information and as Investment in the VIE in the Selected Condensed Consolidating
Balance Sheets Information by substance.

WFOE is engaged of wholesale
of products made by the VIE and its subsidiaries. The $6.4 million of amount due to the VIE and its subsidiaries from WFOE as of September
30, 2020 included $6.0 million from purchase made by WFOE from the VIE and its subsidiaries and $0.4 million of other payable originated
from normal course of business. As of September 30, 2021, due to the VIE and its subsidiaries from the Parent and WFOE includes $4.2 million
from WFOE and $0.6 million from Parent. As Parent doesn’t generate cash from operations, the VIE and its subsidiaries loaned cash
to Parent to conduct its business. $4.2 million due from WFOE include $4.1 million from purchase made by WFOE from the VIE and its subsidiaries
and $0.2 million of other payable.

We
have added explanation notes under the Financial Information Related to the VIE under Item 3 to clarify the nature of amount due from
the Parent/WFOE, amount due to the VIE and its subsidiaries, investment in the VIE, investment in subsidiary, income from VIE and share
of income of subsidiary.

    Sincerely,

    /s/ Lawrence Venick

    Lawrence Venick

    Partner

United States securities and exchange commission logo
July 18, 2022
Zhanchang Xin
CEO
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
Re:Qilian International Holding Group Ltd
CIK 0001779578
Form 20-F/A1 for Fiscal Year Ended September 30, 2021
Filed June 30, 2022 File No. 001-39805
Dear Mr. Xin:
            We have reviewed your June 30, 2022 response to our comment letter 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 these comments within ten
business days by providing the requested information or advise us as soon as possible when you
will respond.  If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response. After reviewing your response to these comments, we may have
additional comments.  Unless we note otherwise, our references to prior comments are to
comments in our April 28, 2022 letter.
Amendment No. 1 to Form 20-F for Fiscal Year Ended September 30, 2021
Introduction, page 5
1.We note that your definition of "China" or the "PRC" excludes Hong Kong and Macau. In
future filings, please revise your disclosure to remove the exclusion of Hong Kong and
Macau from your definition of "China" or the "PRC."
2.We note your response to prior comment 2 and reissue in part. In future filings, please
prominently disclose here and at the outset of Item 3 whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign Companies Accountable Act and related regulations, including the
Accelerating Holding Foreign Companies Accountable Act, if enacted, will affect your
company.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 18, 2022 Page 2
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
July 18, 2022
Page 2
Financial Information Related to the VIE, page 13
3.Prior comment 9 requested separate line items for intercompany amounts, including
intercompany balances, activities and cash flows on a gross basis. Please provide
disclosure to clarify how you have presented service fees levied by the WFOE pursuant to
the Exclusive Service Agreement. Tell us the nature of the $4.8 million in amounts due to
the VIE from the Parent and WFOE as of September 30, 2021, describe the changes from
the $6.4 million due from the WFOE as of September 30, 2020, and explain how these
intercompany amounts originated.
            You may contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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    Lawrence Venick

    Partner

    10100 Santa Monica Boulevard

    Suite 2200

    Los Angeles, CA 90067

Direct	    852.3923.1188

    Main      	310.282.2000

    Fax         	310.282.2200

    lvenick@loeb.com

Via Edgar

 June 30, 2022

Mr. Michael Davis
 Division of Corporate Finance
 Office of Life Sciences
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C.  20549

Re: Qilian International Holding Group Ltd.

                                            Form 20-F for Fiscal Year Ended September 30, 2021

                                            Filed February 11, 2022 File No. 001-39805

Dear Mr. Davis:

On behalf of our client, Qilian International Holding Group Ltd. (the
 “Company”), we hereby provide a response to the comments issued in a letter dated April 28, 2022 (the “Staff’s
Letter”) regarding the Company’s Form 20-F for Fiscal Year Ended September 30, 2021. Contemporaneously, an amended
Form 20-F for Fiscal Year Ended September 30, 2021 is being submitted publicly to accompany this response letter (the “Amended
20-F”).

In order to facilitate the review by the Commission’s staff
(the “Staff”) of the Registration Statement, we have responded, on behalf of the Company, to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Draft Registration Statement on Form S-1 submitted February 11,
2022

Introduction, page 4

 1. We note your discussion on pages 8 and 10 regarding the “Risks
                                            Related to Our Corporate Structure.” Please prominently disclose here and at the onset
                                            of Item 3. that you are not a Chinese operating company but a Cayman Islands holding company
                                            with operations conducted by your subsidiaries and through contractual arrangements with
                                            a variable interest entity (VIE) based in China and that this structure involves unique risks
                                            to investors. If true, disclose that these contracts have not been tested in court. Explain
                                            whether the VIE 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. Your disclosure should 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 your securities, including that it could cause the value
                                            of your securities to significantly decline or become worthless. Provide a cross-reference
                                            to your detailed discussion of risks facing the company as a result of this structure.

    Los Angeles      New York      Chicago      Nashville      Washington, DC      San Francisco     
    Beijing      Hong Kong      www.loeb.com

    For the United States offices, a limited liability partnership
    including professional corporations. For Hong Kong office, a limited liability partnership.

    Mr. Michael Davis

    June 30, 2022

    Page 2

Response:
We have disclosed the above statements prominently on pages 5, 9, 50 and 86, at the onset of Item 3, and at the onset of Item 4
of the Amended 20-F and provided a cross-reference to our detailed discussion of risks facing the company.

 2. We note your discussion on pages 9 and 14 regarding the “Holding
                                            Foreign Companies Accountable Act.” Please prominently disclose here and at the outset
                                            of Item 3. whether your auditor is subject to the determinations announced by the PCAOB on
                                            December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act
                                            and related regulations, including the Accelerating Holding Foreign Companies Accountable
                                            Act, if enacted, will affect your company. In addition, disclose that trading in your securities
                                            may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
                                            that it cannot inspect or investigate completely your auditor, and that as a result an exchange
                                            may determine to delist your securities.

Response: In response to the Staff’s comment,
we added a risk factor on page 49 of the Amended 20-F under the heading “The recent joint statement by the SEC and PCAOB, proposed
rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria
to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are
not inspected by the PCAOB. These developments could add uncertainties to Qilian International and its affiliated entities’ performance.”
Our auditor, Friedman LLP, is currently subject to PCAOB inspections and PCAOB is able to inspect our auditor.

 3. You state on page 4 that “[a]s used in this annual report
                                            on Form 20-F, ‘we,’ ‘us,’ ‘our company,’ or ‘our’
                                            refers to Qilian International Holding Group Limited and its subsidiaries, and, when describing
                                            our consolidated financial information, also includes the VIE and their subsidiaries in China.”
                                            Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing
                                            the disclosure throughout the document so that it is clear to investors which entity the
                                            disclosure is referencing and which subsidiaries or entities are conducting the business
                                            operations. Refrain from using terms such as “we” or “our” when describing
                                            activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
                                            and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes
                                            but is not an entity in which you own equity, and that the holding company does not conduct
                                            operations.

Response:
We have revised to clearly distinguish the references for the holding company and our subsidiaries when providing relevant
disclosures regarding activities or functions of a VIE in the Amended 20-F. We have made it clear, throughout the Amended 20-F, that
the subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes but is not an
entity in which Qilian International Holding Group Limited owns equity, and that the holding company does not conduct business
operations.

    Mr. Michael Davis

    June 30, 2022

    Page 3

 4. We note your discussion on pages 8 and 13 regarding permissions
                                            needed. Please prominently disclose here and at the outset of Item 3. each permission or
                                            approval that you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities
                                            to operate your business and to offer securities to foreign investors. State whether you,
                                            your subsidiaries, or VIEs are covered by permissions requirements from the China Securities
                                            Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental
                                            agency that is required to approve the VIE’s operations, and state affirmatively whether
                                            you have received all requisite permissions or approvals and whether any permissions or approvals
                                            have been denied. Please also describe the consequences to you and your investors if you,
                                            your subsidiaries, or the VIEs: (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.

Response: We have been advised by Loeb & Loeb
LLP, our U.S. and Hong Kong counsel, that based on their understanding of the current Hong Kong laws, as of the date of this Annual Report,
our listing in the U.S. is not subject to the review, permission or prior approval of Hong Kong authorities nor any PRC authorities including
the Cyberspace Administration of China (“CAC”) or the China Securities Regulatory Commission (“CSRC”) because
(i) the CSRC currently has not issued any definitive rule or interpretation concerning whether our listing is subject to this regulation;
and (ii) our operating entities (the WFOE and the VIE and its subsidiaries) were established and operate in PRC are not included in the
categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. Uncertainties
still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. In the
event that the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review
by the CSRC or the CAC, and Qilian International inadvertently concluded that relevant permissions or approvals were not required or that
Qilian International did not receive or failed to maintain relevant permissions or approvals required and such permissions were subsequently
rescinded, any action by the PRC government could significantly limit or completely hinder Qilian International’s ability to offer
or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. We
have added relevant disclosure on pages 11, 29 and 55 of the Amended 20-F.

 5. We note your discussion on pages 34, 86, and 95 regarding distribution
                                            of cash. Please prominently disclose here and at the outset of Item 3. a clear description
                                            of how cash is transferred through your organization. Disclose your intentions to distribute
                                            earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers
                                            of other assets by type that have occurred between the holding company, its subsidiaries,
                                            and the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions
                                            that a subsidiary or consolidated VIE have made to the holding company and which entity made
                                            such transfer, and their tax consequences. Similarly quantify dividends or distributions
                                            made to U.S. investors, the source, and their tax consequences. Your disclosure should make
                                            clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions
                                            on foreign exchange and your ability to transfer cash between entities, across borders, and
                                            to U.S. investors. Describe any restrictions and limitations on your ability to distribute
                                            earnings from the company, including your subsidiaries and/or the consolidated VIEs, to the
                                            parent company and U.S. investors as well as the ability to settle amounts owed under the
                                            VIE agreements. Provide cross-references to the condensed consolidating schedule and the
                                            consolidated financial statements.

    Mr. Michael Davis

    June 30, 2022

    Page 4

Response: We have added disclosure on page 12
(outset of Item 3) of the Amended 20-F under caption “Transfers of Cash Amongst Our Subsidiaries, the VIE, and the VIE’s Subsidiaries”.

Part I

Item 3. Key Information

D. Risk Factors, page 8

 6. We note your discussion on pages 9 and 10 regarding legal and operational
                                            risks associated with being based in or having the majority of the company's operations in
                                            China. Please add disclosure discussing 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.

Response: We
have added relevant disclosure on pages 11 and  55 of the Amended 20-F.

 7. We note your discussion on page 14 regarding the Cyberspace Administration
                                            of China. In light of recent events indicating greater oversight by the Cyberspace Administration
                                            of China (CAC) over data security, particularly for companies seeking to list on a foreign
                                            exchange, please revise your disclosure to explain how this oversight impacts your business
                                            and your securities and to what extent you believe that you are compliant with the regulations
                                            or policies that have been issued by the CAC to date. In addition, please update the disclosure
                                            in this risk factor to reflect that the final version of the revisions to the existing Measures
                                            for Cybersecurity Review came into effect on February 15, 2022.

Response: We added a risk factor on page 27 of the
Amended 20-F under the heading “The PRC government may intervene and influence the WFOE and the VIE and its subsidiaries’
business operations at any time or may exert more control over offerings conducted overseas and foreign investment in China based issuers,
which could result in a material change in the WFOE and the VIE and its subsidiaries’ business operations or the value of Qilian
International’s securities. Additionally, the governmental and regulatory interference could significantly limit or completely h

United States securities and exchange commission logo
April 28, 2022
Zhanchang Xin
CEO
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province, 735000
People’s Republic of China
Re:Qilian International Holding Group Ltd
CIK 0001779578
Form 20-F for Fiscal Year Ended September 30, 2021
Filed February 11, 2022 File No. 001-39805
Dear Mr. Xin:
            We have reviewed your filing 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 these comments within ten business days by providing the
requested information or advise us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.  After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended September 30, 2021
Introduction, page 4
1.We note your discussion on pages 8 and 10 regarding the “Risks Related to Our Corporate
Structure.”  Please prominently disclose here and at the onset of Item 3. that you are not a
Chinese operating company but a Cayman Islands holding company with operations
conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) based in China and that this structure involves unique risks to
investors. If true, disclose that these contracts have not been tested in court. Explain
whether the VIE 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. Your disclosure should 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 your securities, including that it
could cause the value of your securities to significantly decline or become worthless.
Provide a cross-reference to your detailed discussion of risks facing the company as a

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 April 28, 2022 Page 2
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
April 28, 2022
Page 2
result of this structure.
2.We note your discussion on pages 9 and 14 regarding the “Holding Foreign Companies
Accountable Act.”  Please prominently disclose here and at the outset of Item 3. whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations, including the Accelerating Holding Foreign Companies Accountable Act, if
enacted, will affect your company. In addition, disclose that trading in your securities may
be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a
result an exchange may determine to delist your securities.
3.You state on page 4 that “[a]s used in this annual report on Form 20-F, ‘we,’ ‘us,’ ‘our
company,’ or ‘our’ refers to Qilian International Holding Group Limited and its
subsidiaries, and, when describing our consolidated financial information, also includes
the VIE and their subsidiaries in China.”  Clearly disclose how you will refer to the
holding company, subsidiaries, and VIEs when providing the disclosure throughout the
document so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting the business operations. Refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE. For
example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in
China, that the VIE is consolidated for accounting purposes but is not an entity in which
you own equity, and that the holding company does not conduct operations.
4.We note your discussion on pages 8 and 13 regarding permissions needed.  Please
prominently disclose here and at the outset of Item 3. each permission or approval that
you, your subsidiaries, or the VIEs are required to obtain from Chinese authorities to
operate your business and to offer securities to foreign investors. State whether you, your
subsidiaries, or VIEs are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (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.
5.We note your discussion on pages 34, 86, and 95 regarding distribution of cash.  Please
prominently disclose here and at the outset of Item 3. a clear description of how cash is
transferred through your organization. Disclose your intentions to distribute earnings or
settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company, its subsidiaries, and
the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 April 28, 2022 Page 3
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
April 28, 2022
Page 3
that a subsidiary or consolidated VIE have made to the holding company and which entity
made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as
well as the ability to settle amounts owed under the VIE agreements. Provide cross-
references to the condensed consolidating schedule and the consolidated financial
statements.
Part I
Item 3. Key Information
D. Risk Factors, page 8
6.We note your discussion on pages 9 and 10 regarding legal and operational risks
associated with being based in or having the majority of the company's operations in
China.  Please add disclosure discussing 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.
7.We note your discussion on page 14 regarding the Cyberspace Administration of China.
In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your securities and to what extent you believe that you are compliant with
the regulations or policies that have been issued by the CAC to date. In addition, please
update the disclosure in this risk factor to reflect that the final version of the revisions to
the existing Measures for Cybersecurity Review came into effect on February 15, 2022.
Item 4. Information on the Company
Our Corporate Structure, page 36
8.We note your diagram of the corporate structure on page 36.  Please identify the person or
entity that owns the equity in each depicted entity, including your VIE. Describe all
contracts and arrangements through which you claim to have economic rights and exercise
control that results in consolidation of the VIE’s operations and financial results into your
financial statements. Identify clearly the entity in which investors are purchasing their
interest and the entity(ies) in which the company’s operations are conducted. Describe the
relevant contractual agreements between the entities and how this type of corporate
structure may affect investors and the value of their investment, including how and why
the contractual arrangements may be less effective than direct ownership and that the

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 April 28, 2022 Page 4
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
April 28, 2022
Page 4
company may incur substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its contractual arrangements with the VIE, its founders and owners, and the
challenges the company may face enforcing these contractual agreements due to legal
uncertainties and jurisdictional limits.
Item 5, page 73
9.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please revise your filing to provide in tabular form a condensed
consolidating schedule that disaggregates the operations and depicts the financial position,
cash flows, and results of operations as of the same dates and for the same periods for
which audited consolidated financial statements are required. The schedule should present
major line items, such as revenue and cost of goods/services, and subtotals and
disaggregated intercompany amounts, such as separate line items for intercompany
receivables and investment in subsidiary. The schedule should also disaggregate the
parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the
primary beneficiary of the VIEs, and an aggregation of other entities that are consolidated.
The objective of this disclosure is to allow an investor to evaluate the nature of assets held
by, and the operations of, entities apart from the VIE, as well as the nature and amounts
associated with intercompany transactions. Any intercompany amounts should be
presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading. Please also
provide a roll-forward of the investment in subsidiaries and VIEs line item to be presented
in the condensed consolidating schedule.
General
10.We note your disclosure on pages 8, 10-11, and 36 that the Cayman Islands holding
company controls and receives the economic benefits of the VIE’s business operations
through contractual agreements between the VIE and your Wholly Foreign-Owned
Enterprise (WFOE) and that those agreements are designed to provide your WFOE with
the power, rights, and obligations equivalent in all material respects to those it would
possess as the principal equity holder of the VIE. We also note your disclosure that the
Cayman Islands holding company is the primary beneficiary of the VIE. However, neither
the investors in the holding company nor the holding company itself have an equity
ownership in, direct foreign investment in, or control of, through such ownership or
investment, the VIE. Accordingly, please refrain from implying that the contractual
agreements are equivalent to equity ownership in the business of the VIE. Any references
to control or benefits that accrue to you because of the VIE should be limited to a clear
description of the conditions you have satisfied for consolidation of the VIE under U.S.
GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes. Please also disclose, if true, that the VIE agreements
have not been tested in a court of law.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 April 28, 2022 Page 5
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
April 28, 2022
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. You may contact Al Pavot at 202.551.3738 or Terence O'Brien at
202.551.3355 if you have questions regarding comments on the financial statements and related
matters.  Please contact Michael Davis at 202.551.4385 or Jason Drory at 202.551.8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Qilian International Holding Group Ltd.

December 28, 2020

VIA EDGAR

Ms. Sonia Bednarowski

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Qilian International Holding Group Limited

Registration Statement on Form F-1,
as amended (File No. 333-234460)

Request for Acceleration of Effectiveness

Dear Ms. Bednarowski:

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Qilian International Holding
Group Limited hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended
be accelerated to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on December 30, 2020, or as
soon thereafter as practicable.

    Very truly yours,

    Qilian International Holding Group Limited

    By:
    /s/ Zhanchang Xin

    Name:
    Zhanchang Xin

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

CORRESP
1
filename1.htm

December 28, 2020

VIA EDGAR

Ms. Sonia Bednarowski

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, DC 20549

 Re: Qilian International Holding Group Limited

Registration Statement on Form F-1,
as amended (File No. 333-234460)

Request for Acceleration of Effectiveness

Dear Ms. Bednarowski:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Univest Securities, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:30 p.m. Eastern Time, on December 30, 2020 or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to
be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Guo

    Name:
    Edric Yi Guo

    Title:
    Authorized Representative

        Acting on behalf of themselves
        and as the representative of the several underwriters.

CORRESP
1
filename1.htm

Qilian International Holding Group Ltd.

December 10, 2020

VIA EDGAR

Ms. Sonia Bednarowski

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

        Qilian International Holding Group Ltd.

        Amendment No. 6 to Registration Statement on Form F-1

        Filed November 23, 2020

        File No. 333-234460

Dear Ms. Bednarowski:

Qilian International
Holding Group Ltd. (the “Company”, “Qilian,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 8, 2020 regarding its Amendment
No.6 to Registration Statement on Form F-1 (the “Amendment No.6 to the Registration Statement”) publicly filed
on November 23, 2020. For ease of reference, we have repeated the Commission’s comments in this response letter and numbered
them accordingly. An Amendment No.7 to the Registration Statement on Form F-1 (“Amendment No.7 to the Registration Statement”)
is being submitted publicly to accompany this response letter.

Amendment No. 6 to Registration Statement
on Form F-1

Use of Proceeds, page 32

1. As we previously requested, please
the table on page 32 to reflect an offering size of 5,000,000 Ordinary Shares.

Response: In response to the Staff’s
comment, the Company has revised the disclosures on page 34 of Amendment No.7 to the Registration Statement.

Business

Honors, Awards and Qualifications

Awards, page 73

2. We note you revised disclosure on
page 73 regarding your award of Specialized and Innovative Little Giant Enterprise of China. Please briefly explain the criteria
for selection for this award so that investors understand the significance of the award.

Response: In response to the Staff’s
comment, the Company has revised the disclosures on page 77 of Amendment No.7 to the Registration Statement.

Executive Compensation, page 97

3. Please update your executive and
director compensation disclosure to include any compensation for the fiscal year ended September 30, 2020 or explain why you are
unable to do so.

Response: In response to the Staff’s
comment, the Company has revised the disclosures on page 99 of Amendment No.7 to the Registration Statement.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Zhanchang Xin

    Zhanchang Xin

    CEO

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
December 8, 2020
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province
People’s Republic of China
Re:Qilian International Holding Group Ltd
Amendment No. 6 to Registration Statement on Form F-1
Filed November 23, 2020
File No. 333-234460
Dear Mr. Xin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to the oral comments issued on August 25, 2020.
Amendment No. 6 to Registration Statement on Form F-1
Use of Proceeds, page 32
1.As we previously requested, please revise the table on page 32 to reflect an offering size
of 5,000,000 Ordinary Shares.
Business
Honors, Awards and Qualifications
Awards, page 73
2.We note your revised disclosure on page 73 regarding your award of Specialized and

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 December 8, 2020 Page 2
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
December 8, 2020
Page 2
Innovative Little Giant Enterprise of China.  Please briefly explain the criteria for
selection for this award so that investors understand the significance of the award.
Executive Compensation, page 97
3.Please update your executive and director compensation disclosure to include any
compensation for the fiscal year ended September 30, 2020 or explain why you are unable
to do so.
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Qilian International Holding Group Ltd.

June 12, 2020

VIA EDGAR

Ms. Bonnie Baynes

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

        Qilian International Holding Group Ltd.

        Amendment No. 3 to Registration Statement on Form F-1

        Filed April 8, 2020

        File No. 377-02698

Dear Ms. Baynes:

Qilian International
Holding Group Ltd. (the “Company”, “Qilian,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated April 21, 2020 regarding its Registration
Statement on Form F-1 (the “Registration Statement”) publicly filed on April 8, 2020. For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No.4 to the
Registration Statement on Form F-1 (“Amendment No.4”) is being submitted publicly to accompany this response
letter.

Amendment No. 3 to Registration Statement
on Form F-1

Note 1 - Organization and Description
of Business, page F-6

1. We note that you have revised your
Gansu QLS ownership disclosure through March 31, 2020. Please have your auditors include this note in their dual dated note of
their audit opinion, or revise such disclosure to match the existing dates of your audited financial statements.

Response: In response to the Staff’s
comment, the Company revised their disclosures on page F-6 of Amendment No.4.

General

2. Please revise to provide a properly
dated consent from the independent registered public accountant in this filing, and any future amendments.

Response: In response to the Staff’s
comment, the Company provided a properly dated consent from Friedman LLP, the Company’s independent registered public accountant,
which is filed as Exhibit 23.1 to Amendment No.4.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Zhanchang Xin

    Zhanchang Xin

    CEO

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

April 21, 2020
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province
People’s Republic of China
Re:Qilian International Holding Group Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed April 8, 2020
File No. 333-234460
Dear Mr. Xin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Note 1 - Organization and Description of Business, page F-6
1.We note that you have revised your Gansu QLS ownership disclosure through March 31,
2020.  Please have your auditors include this note in their dual dated note of their audit
opinion, or revise such disclosure to match the existing dates of your audited financial
statements.
General
2.Please revise to provide a properly dated consent from the independent registered public
accountant in this filing, and any future amendments.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 April 21, 2020 Page 2
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
April 21, 2020
Page 2
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Qilian International Holding Group Ltd.

January 2, 2020

VIA EDGAR

Ms. Bonnie Baynes

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

        Qilian International Holding Group Ltd.

        Amendment No. 2 to Registration Statement on Form F-1

        Submitted November 27, 2019

        File No. 377-02698

Dear Ms. Baynes:

Qilian International
Holding Group Ltd. (the “Company”, “Qilian,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 5, 2019 regarding its Registration
Statement on Form F-1 (the “Registration Statement”) submitted on November 27, 2019. For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No.2 to the
Registration Statement on Form F-1 (“Amendment No.2”) is being submitted publicly to accompany this response
letter.

Amendment No. 1 to Registration Statement
on Form F-1

Prospectus Summary

Our History and Corporate Structure,
page 7

1. We note your response to comment
1. Please clarify whether Gansu QLS or any of its subsidiaries are restricted in the amount of capital they are able to contribute
to Qilian International Holding Group Limited or any of its wholly-owned subsidiaries or the amount of capital they are able to
repatriate from Qilian International Holdings Group Limited or any of its wholly-owned subsidiaries as a result of non-compliance
with PRC SAFE Circular 37.

Response: The Company respectfully
advises the Staff that only capital contributions to a special purpose vehicle and repatriation of profits and dividends derived
from such special purpose vehicle by its shareholders are limited as a result of non-compliance with PRC SAFE Circular 37. Gansu
QLS and its subsidiaries are only controlled by Qilian International Holdings Group Limited through contractual arrangements and
they are not shareholders of Qilian International Holdings Group Limited, thus Gansu QLS or any of its subsidiaries are not restricted
in the amount of capital they are able to contribute to Qilian International Holding Group Limited or any of its wholly-owned subsidiaries
or in the amount of capital they are able to repatriate from Qilian International Holdings Group Limited or any of its wholly-owned
subsidiaries as a result of non-compliance with PRC SAFE Circular 37. The controlling shareholders of Gansu QLS have completed
registrations in accordance with Circular 37, while the shares of shareholders having not completed the registration only account
for 3.64% of the total shares of Gansu QLS shareholders who have executed the VIE Agreements. In addition, our WFOE has completed
all foreign exchange registration procedures as a foreign investment enterprise. Therefore, the cross-border capital activities
between Qilian International Holding Group Limited or any of its wholly-owned subsidiaries and Gansu QLS or any of its subsidiaries
are not restricted.

Exhibit Index, page 129

2. Please have counsel revise its opinion
in Exhibit 5.1 so that the number of ordinary shares, including the ordinary shares issuable upon exercise of the underwriters'
warrants and the ordinary shares issuable upon exercise by the underwriters of their over-allotment option, is consistent with
the number of such shares listed on the registration statement cover page.

Response: In response to the Staff’s
comment, Ogier, the Company’s counsel with respect to the laws of the Cayman Islands, updated its opinion letter accordingly.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Zhanchang Xin

    Zhanchang Xin

    CEO

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

December 5, 2019
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province
People’s Republic of China
Re:Qilian International Holding Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 27, 2019
File No. 333-234460
Dear Mr. Xin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 12, 2019 letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
Our History and Corporate Structure, page 7
1.We note your response to comment 1.  Please clarify whether Gansu QLS or any of its
subsidiaries are restricted in the amount of capital they are able to contribute to Qilian
International Holding Group Limited or any of its wholly-owned subsidiaries or the
amount of capital they are able to repatriate from Qilian International Holdings Group
Limited or any of its wholly-owned subsidiaries as a result of non-compliance with PRC
SAFE Circular 37.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 December 5, 2019 Page 2
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
December 5, 2019
Page 2
Exhibit Index, page 129
2.Please have counsel revise its opinion in Exhibit 5.1 so that the number of ordinary shares,
including the ordinary shares issuable upon exercise of the underwriters' warrants and the
ordinary shares issuable upon exercise by the underwriters of their over-allotment option,
is consistent with the number of such shares listed on the registration statement cover
page.
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Qilian International Holding Group Ltd.

November 27, 2019

VIA EDGAR

Ms. Bonnie Baynes

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

        Qilian International Holding Group Ltd.

        Amendment No. 1 to Registration Statement on Form F-1

        Submitted November 1, 2019

        File No. 377-02698

Dear Ms. Baynes:

Qilian International
Holding Group Ltd. (the “Company”, “Qilian,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated November 12, 2019 regarding its Registration
Statement on Form F-1 (the “Registration Statement”) publicly submitted on November 1, 2019. For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No.1 to the
Registration Statement on Form F-1 (“Amendment No.1”) is being submitted publicly to accompany this response
letter.

Registration Statement on Form F-1

Prospectus Summary

Our History and Corporate Structure,
page 7

1. We note your response to comments
3 and 6. Please clarify whether Gansu QLS or any of its subsidiaries are restricted in the amount of capital they are able to contribute
to WFOE or the amount of capital they are able to repatriate from WFOE as a result of noncompliance with PRC SAFE Circular 37.

Response: The Company respectfully
advises the Staff that since Gansu QLS and its subsidiaries are only controlled by WFOE through contractual arrangements and since
WFOE is not a shareholder of Gansu QLS, neither Gansu QLS nor any of its subsidiaries have any obligations to contribute capital
to WFOE, nor have they any rights to receive distributions or dividends from WFOE. In addition, pursuant to the Notice of State
Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China
by Foreign Investors promulgated by the State Administration of Foreign Exchange, upon establishment of a foreign investment enterprise
pursuant to the law, registration formalities shall be completed with the foreign exchange bureau. Upon completion of such registration
formalities, foreign investment enterprises are able to open bank accounts for direct investment in China, conduct settlement when
contributing foreign exchange funds, and remit funds overseas in the event of such as profit distribution. WFOE is not subject
to any restrictions on capital contribution or repatriation because WFOE has completed the foreign exchange registration formalities
as required upon its establishment. Finally, only capital contributions to a special purpose vehicle by its shareholders failing
to comply with Circular 37, as well as the repatriation of profits and dividends derived from such special purpose vehicle to China
by its shareholders are limited. The Company has updated its disclosure on pages 7 and 88 of Amendment No.1 accordingly.

Selected Financial Data, page 10

2. We note that your basic and diluted
earnings per ordinary share, weighted average shares, and shares issued and outstanding on pages 10 and 11 are not consistent with
that disclosed in your interim unaudited financial statements. Please revise to consistently disclose the effects of your reverse
stock split and ordinary share increase retroactively to the earliest period presented throughout your filing.

Response: In response to the Staff’s
comment, the Company revised its disclosure on pages 10 and 11 of the Amendment No.1.

Risk Factors

Risks Related to the Offering and
Our Ordinary Shares

Our choice of forum provisions in
our Articles of Associates may limit, page 21

3. We note your disclosure on pages
21 and 109 that your Articles of Association include an exclusive forum provision. However, your Form of Amended and Restated Memorandum
and Articles of Association filed as Exhibit 3.3 does not appear to have an exclusive forum provision. Please tell us whether the
Restated Memorandum and Articles of Association filed as Exhibit 3.3 will become effective prior to the close of the offering,
and, if so, please revise your disclosure so that it is consistent with Exhibit 3.3.

Response: The Company respectfully
informs the Staff that the Company’s Amended and Restated Memorandum and Articles of Association became effective on October
16, 2019 and does not include an exclusive forum provision. The Company updated its disclosures on pages 21 and 109 of Amendment
No.1 accordingly.

Business

Research and Development

R&D Achievements, page 77

4. We note your disclosure that the
cooperation agreement between Gansu QLS and the Wuxi Company has expired. However, we note that the agreement provided that the
applied intellectual properties developed pursuant the cooperation agreement are equally owned by the Gansu QLS and the Wuxi Company
and that "[i]f either Gansu QLS or the Wuxi Company utilizes such intellectual properties on the reformation of other strains,
it shall pay royalty fees to the other party and the research and development achievements from such reformation activities shall
be jointly owned by both parties." Please tell us whether the obligation to pay royalty fees to the other party is still in
effect even though the cooperation agreement has expired, and please disclose whether any material intellectual properties are
jointly owned with the Wuxi Company, and, if so, what affect this could have on the company's business.

Response: The Company respectfully
informs the Staff that no intellectual property was developed under the cooperation agreement between Gansu QLS and the Wuxi Company.
Thus, there is no obligation on either party to pay royalty fees to the other party.

Principal Shareholders, page 96

5. We note your revised disclosure on
page 96 that following the completion of this offering, your directors and executive officers will hold 61.67% of the issued and
outstanding ordinary shares. Please revise your prospectus summary to disclose that your directors and executive officers will
hold 61.67% of the issued and outstanding ordinary shares and add a risk factor that addresses the risks associated with the concentration
of your beneficial ownership among your directors and executive officers.

Response: In response to the Staff’s
comment, the Company updated its disclosure on page 19 of Amendment No.1 to include a risk factor that addresses the risks associated
with the concentration of the Company’s beneficial ownership among its directors and executive officers. The Company also
updated its disclosure in the prospectus summary section on page 7 of Amendment No.1.

Exhibit Index, page 129

6. Please have counsel revise Exhibit
5.1 to provide an opinion of legality regarding the ordinary shares underlying the underwriter's warrants.

Response: In response to the Staff’s
comment, Ogier, the Company’s counsel with respect to the laws of the Cayman Islands, updated its opinion letter to include
an opinion of legality regarding the ordinary shares underlying the underwriter's warrants.

Report of Independent Registered
Public Accounting Firm, page F-1

7. We note your amended audit report
has revised the dates for notes 11 and 13 to November 1, 2019 for your recent reverse stock split and other transactions. We also
note that note 14 for subsequent events still remains dated September 6, 2019. Please confirm that your auditors will file a revised
consent and audit report to also update the subsequent events footnote prior to filing effectiveness.

Response: In response to the Staff’s
comment, the Company filed an updated consent and audit report with Amendment No.1.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Zhanchang Xin

    Zhanchang Xin

    CEO

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

November 12, 2019
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province
People’s Republic of China
Re:Qilian International Holding Group Ltd
Registration Statement on Form F-1
Filed November 4, 2019
File No. 333-234460
Dear Mr. Xin:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 23, 2019 letter.
Registration Statement on Form F-1
Prospectus Summary
Our History and Corporate Structure, page 7
1.We note your response to comments 3 and 6.  Please clarify whether Gansu QLS or any of
its subsidiaries are restricted in the amount of capital they are able to contribute to WFOE
or the amount of capital they are able to repatriate from WFOE as a result of non-
compliance with PRC SAFE Circular 37.
Selected Financial Data, page 10
2.We note that your basic and diluted earnings per ordinary share, weighted average shares,

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 November 12, 2019 Page 2
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
November 12, 2019
Page 2
and shares issued and outstanding on pages 10 and 11 are not consistent with that
disclosed in your interim unaudited financial statements.  Please revise to consistently
disclose the effects of your reverse stock split and ordinary share increase retroactively to
the earliest period presented throughout your filing.
Risk Factors
Risks Related to the Offering and Our Ordinary Shares
Our choice of forum provisions in our Articles of Associates may limit , page 21
3.We note your disclosure on pages 21 and 109 that your Articles of Association includes an
exclusive forum provision.  However, your Form of Amended and Restated Memorandum
and Articles of Association filed as Exhibit 3.3 does not appear to have an exclusive
forum provision.  Please tell us whether the Restated Memorandum and Articles of
Association filed as Exhibit 3.3 will become effective prior to the close of the
offering, and, if so, please revise your disclosure so that it is consistent with Exhibit 3.3.
Business
Research and Development
R&D Achievements, page 77
4.We note your disclosure that the cooperation agreement between Gansu QLS and the
Wuxi Company has expired.  However, we note that the agreement provided that the
applied intellectual properties developed pursuant the cooperation agreement are equally
owned by the Gansu QLS and the Wuxi Company and that "[i]f either Gansu QLS or the
Wuxi Company utilizes such intellectual properties on the reformation of other strains, it
shall pay royalty fees to the other party and the research and development achievements
from such reformation activities shall be jointly owned by both parties."  Please tell us
whether the obligation to pay royalty fees to the other party is still in effect even though
the cooperation agreement has expired, and please disclose whether any material
intellectual properties are jointly owned with the Wuxi Company, and, if so, what affect
this could have on the company's business.
Principal Shareholders, page 96
5.We note your revised disclosure on page 96 that following the completion of this offering,
your directors and executive officers will hold 61.67% of the issued and outstanding
ordinary shares.  Please revise your prospectus summary to disclose that your directors
and executive officers will hold 61.67% of the issued and outstanding ordinary shares and
add a risk factor that addresses the risks associated with the concentration of your
beneficial ownership among your directors and executive officers.
Exhibit Index, page 129
6.Please have counsel revise Exhibit 5.1 to provide an opinion of legality regarding the
ordinary shares underlying the underwriter's warrants.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 November 12, 2019 Page 3
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
November 12, 2019
Page 3
Report of Independent Registered Public Accounting Firm, page F-1
7.We note your amended audit report has revised the dates for notes 11 and 13 to November
1, 2019 for your recent reverse stock split and other transactions.  We also note that note
14 for subsequent events still remains dated September 6, 2019.  Please confirm that your
auditors will file a revised consent and audit report to also update the subsequent events
footnote prior to filing effectiveness.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Qilian International Holding Group Ltd.

November 1, 2019

VIA EDGAR

Ms. Bonnie Baynes

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

        Qilian International Holding Group Ltd.

        Amendment No. 2 to Draft Registration Statement on Form
        F-1

        Submitted September 6, 2019

        File No. 377-02698

Dear Ms. Baynes:

Qilian International
Holding Group Ltd. (the “Company”, “Qilian,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated September 23, 2019 regarding its amended
Registration Statement on Form F-1 (the “Registration Statement”) confidentially submitted on September 6, 2019.
For ease of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly.
A Registration Statement on Form F-1 (“Registration Statement”) is being submitted publicly to accompany this
response letter.

Our Business Strategies for Gan Di
Xin, page 6

1. Please disclose, if known, the amount
of time it takes to enroll in the National Essential Medicines Category and the National Medical Insurance Coverage Program, an
estimate of the total cost of completing the applications and any ongoing expenses associated with enrollment in the National Essential
Medicines Category and the National Medical Insurance Coverage Program should your applications be approved.

Response: The Company respectfully
advises the Staff that the Gan Di Xin® product has been approved to be enrolled into the National Essential Medicines Category
(2018 Edition), which was promulgated by PRC National Health Commission and the National Administration of Traditional Chinese
Medicine. In addition, we have applied with the competent authorities for our Gan Di Xin® product to be included in the National
Medical Insurance Coverage Program. As of the date of this response letter, the Administration of Healthcare Security and the Administration
of Human Resources and Social Security of Gansu Province have filed a request to the National Administration of Healthcare Security
and the PRC Ministry of Human Resources and Social Security respectively for Gan Di Xin’s enrollment. There are no express
rules or provisions in China regarding the minimum or maximum period required to obtain any approval for the enrollment process.
The Company intends to submit all required information and handle the application process internally, and therefore does not expect
to incur any ongoing expenses with respect to such application. In addition, under the Provisional Administration Rules on Drugs
for Basic Medical Insurance for Urban Workers, there are no administrative or other application expenses required to be paid for
the approval process, nor are there any ongoing expenses required to maintain the enrollment status.

Prospectus Summary

Our Business Strategies, page 6

2. We note your response to comment
3 and your disclosure on page 6 that you plan to "fulfill unmet medical and agricultural needs" as well as your list
of competitive advantages on pages 5 and 6. Please add balancing disclosure to your prospectus summary by disclosing the highly
fragmented nature of your industries and, if true, the availability throughout China of similar products to the ones you offer.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 6 and page 61 of the Registration Statement.

Our History And Corporate Structure, page 7

3. We note your revised disclosure on
page 7 regarding the failure of your shareholders to make the necessary applications and filings as required under PRC SAFE Circular
37. Please provide a summary of the penalties to the company if you are not able to remediate the non-compliance with Circular
37.

Response: Under PRC SAFE Circular
37, failure of our shareholders to complete the necessary applications and filings required would not impose any penalties on our
company even if our company was not able to remediate the non-compliance with Circular 37. Each of the non-compliant shareholders
might be subject to a fine of not more than RMB 50,000 as disclosed in “Risk Factors- Part of our shareholders are not in
compliance with the PRC’s regulations relating to offshore investment activities by PRC residents, and as a result, the shareholders
may be subject to penalties if we are not able to remediate the non-compliance” on page 28 .

Business

Products Currently in Development,
page 67

4. We note your revised disclosure on
page 67 regarding the registration process for your new fertilizers. Please disclose when you expect to begin the registration
process, and, if possible, provide an estimate of the length of time it takes to complete the registration process. In addition,
please clarify it is uncertain whether you will be able to complete the registration process for these fertilizers.

Response: As of the date of this
response letter, we have applied for the registration of our new fertilizers with the Agriculture Administration of Gansu Province
and the Agriculture Administration of Gansu Province has finished its preliminary examination on our microbial fertilizer and the
bio-organic fertilizer. We estimate that the Agriculture Administration of Gansu Province will submit our reviewed application
to the PRC Ministry of Agriculture in October 2019. It may take up to 3 months for the PRC Ministry of Agriculture to complete
its final review process. We cannot give any guarantee that we will be able to complete the registration process for our new fertilizers.

Research and Development

R&D Achievements, page 77

5. We note your response to comment
16. Please provide quantitative information regarding the royalty payments Gansu QLS or the Wuxi Company must pay pursuant to the
cooperation agreement. In addition, please disclose the term of the agreement.

Response: The Company respectfully
advises the Staff that as the date of this response letter, the cooperation agreement between the Company and Wuxi Yuanqing Tianmu
Biotechnology Co., Ltd. has expired. The Company updated its disclosure on page 77 of the Registration Statement accordingly.

Regulations

PRC Laws and Regulations on Foreign
Exchange

Circular No. 37 and Circular No.
13, page 88

6. We note your response to comment
19 that, as of the date of the prospectus, shareholders of Gansu QLS whose shares account for 3.46% of the total shares of Gansu
QLS have not completed registrations in accordance with Circular 37. We also note your disclosure that restrictions will be placed
on Gansu QLS's ability to contribute capital to WFOE and that WFOE's ability to pay dividends and make distributions is also restricted.
Please provide quantitative information regarding the restrictions here, in the risk factor section so that investors understand
the effect of the failure of Gansu QLS shareholders from complying with Circular 37 and, if material, in the prospectus summary
section.

Response: As disclosed on page 88
of the Registration Statement, shareholders of offshore SPV who are PRC residents and who have not completed their registrations
in accordance with Circular 37 are subject to certain absolute restrictions, under which they cannot contribute any registered
or additional capital to such SPV for offshore financing purposes. In addition, these shareholders cannot repatriate any profits
and dividends from the SPV to China either. We have disclosed such risks in “Risk Factors-Part of our shareholders are not
in compliance with the PRC’s regulations relating to offshore investment activities by PRC residents, and as a result, the
shareholders may be subject to penalties if we are not able to remediate the non-compliance” on page 28 of the Registration
Statement.

Shareholders who have completed the Circular
37 registration would not be adversely affected and are allowed to contribute assets into the offshore special purpose vehicle
and repatriate profits and dividends from them. Since our WFOE has completed its foreign exchange registration as a foreign investment
enterprise, its ability to receive capital contribution, make distributions and pay dividends is not restricted.

In responding to your comments, the Company
acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com
or by telephone at 212-530-2206.

    Very truly yours,

    /s/ Zhanchang Xin

    Zhanchang Xin

    CEO

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

September 23, 2019
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province
People’s Republic of China
Re:Qilian International Holding Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 9, 2019
CIK No. 0001779578
Dear Mr. Xin:
            We have reviewed your amended 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.  Unless we note otherwise, our references to prior comments are to comments in our
July 11, 2019 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Our Business Strategies for Gan Di Xin, page 6
1.Please disclose, if known, the amount of time it takes to enroll in the National Essential
Medicines Category and the National Medical Insurance Coverage Program, an estimate
of the total cost of completing the applications and any ongoing expenses associated with
enrollment in the National Essential Medicines Category and the National Medical
Insurance Coverage Program should your applications be approved.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 September 23, 2019 Page 2
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
September 23, 2019
Page 2
Prospectus Summary
Our Business Strategies, page 6
2.We note your response to comment 3 and your disclosure on page 6 that you plan to
"fulfill unmet medical and agricultural needs" as well as your list of competitive
advantages on pages 5 and 6.  Please add balancing disclosure to your prospectus
summary by disclosing the highly fragmented nature of your industries and, if true, the
availability throughout China of similar products to the ones you offer.
Our History And Corporate Structure, page 7
3.We note your revised disclosure on page 7 regarding the failure of your shareholders to
make the necessary applications and filings as required under PRC SAFE Circular 37.
Please provide a summary of the penalties to the company if you are not able to remediate
the non-compliance with Circular 37.
Business
Products Currently in Development, page 67
4.We note your revised disclosure on page 67 regarding the registration process for your
new fertilizers.  Please disclose when you expect to begin the registration process, and, if
possible, provide an estimate of the length of time it takes to complete the registration
process.  In addition, please clarify it is uncertain whether you will be able to complete the
registration process for these fertilizers.
Research and Development
R&D Achievements, page 77
5.We note your response to comment 16 .  Please provide quantitative information
regarding the royalty payments Gansu QLS or the Wuxi Company must pay pursuant to
the cooperation agreement.  In addition, please disclose the term of the agreement.
Regulations
PRC Laws and Regulations on Foreign Exchange
Circular No. 37 and Circular No. 13, page 88
6.We note your response to comment 19 that, as of the date of the prospectus, shareholders
of Gansu QLS whose shares account for 3.46% of the total shares of Gansu QLS have not
completed registrations in accordance with Circular 37.  We also note your disclosure that
restrictions will be placed on Gansu QLS's ability to contribute capital to WFOE and that
WFOE's ability to pay dividends and make distributions is also restricted.  Please provide
quantitative information regarding the restrictions here, in the risk factor section so that
investors understand the effect of the failure of Gansu QLS shareholders from complying
with Circular 37 and, if material, in the prospectus summary section.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 September 23, 2019 Page 3
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
September 23, 2019
Page 3
            You may contact Bonnie Baynes at 202-551-4924 or Sharon Blume at 202-551-3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

July 11, 2019
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Ltd
Jiuquan Economic and Technological Development Zone
Jiuquan City, Gansu Province
People’s Republic of China
Re:Qilian International Holding Group Ltd
Draft Registration Statement on Form F-1
Submitted June 17, 2019
CIK No. 0001779578
Dear Mr. Xin:
            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 on Form F-1
Prospectus Summary
Our Competitive Advantages
Recognized Brand Name, page 5
1.We note your disclosure here and throughout the prospectus that you have received many
awards from government agencies and organizations, such as "Specialized New
Technology" Enterprise Status.  Please briefly explain the criteria for selection for this
award as well as the other awards disclosed throughout your prospectus so that investors
can understand the significance of these awards.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 11, 2019 Page 2
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
July 11, 2019
Page 2
Our Business Strategies, page 6
2.Please disclose the estimated costs to achieve your business strategies for Gan Di Xin,
Qiliam Shan Oxytetracycline API, Xiongguan organic fertilizer and heparin sodium
preparation, and disclose the working capital required to implement your business plan
and R&D efforts in your risk factor on page 13, which addresses your limited sources of
working capital and your need for substantial additional financing.  In addition, please
briefly disclose the process of enrolling in the National Essential Medicines Category and
the National Medical Insurance Coverage Program and explain what you mean by
"acquire more market shares" in your Our Business Strategies for Qilian Shan
Oxtetracycline API section.
3.We note your disclosure on page 5 that you intend to "grow untapped Chinese markets."
However, your Industry section states that licorice, certain types of oxytetracyline
products and heparin sodium products are already widely available in China and that the
pharmaceutical market is highly fragmented.  Please balance your disclosure in your
prospectus summary to disclose the highly fragmented nature of your industries and, if
true, the availability throughout China of similar products to the ones you offer.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer, page 8
4.Please 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.
Risk Factors, page 12
5.We note that Section 117 of your Articles of Association, filed as Exhibit 3.2, provides
that any cause of action between the company, its members, directors, alternate directors,
officers, agents, managers, employees or trustees shall be subject to the sole jurisdiction
and venue of the Courts of the Cayman Islands.  Please disclose in your Risk Factors
section and in your Description of Share Capital section whether this provision applies to
actions arising under the Exchange Act and the Securities Act.  If so, please
address the uncertainty as to whether a court would enforce such provision, and state that
stockholders will not be deemed to have waived the company's compliance with federal
securities laws and the rules and regulations thereunder.  If the provision does not apply to
actions arising under the Exchange Act and the Securities Act, please also ensure that the
disclosure in your Risk Factors and Description of Share Capital sections in your
prospectus and the exclusive forum provision in your Articles of Association state this
clearly.  In addition, in your Risk Factors section, please disclose the material risks to
investors caused by your exclusive forum provision.
Risks Related to Our Business
Failure to make adequate contributions, page 17

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 11, 2019 Page 3
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
July 11, 2019
Page 3
6.Please disclose the aggregate amount you may be required to pay due to Gansu QLS's and
Chengdu QLS's failure to make the necessary contributions to employee benefit plans as
required by PRC regulations.  In addition, please clarify in the third paragraph in your
Employees section on page 73 that you have failed to make the necessary contributions to
employee benefit plans.  Also, please disclose whether this failure could be considered a
breach of your Exclusive Services Agreement with Gansu QLS.
Risks Related to Doing Business in China
Substantial uncertainties exist with represent to the interpretation of the PRC Foreign Investment
Law, page 27
7.Please expand this risk factor to disclose the effect on your VIE and related agreements if
your VIE is identified as a FIE.  In addition, disclose the effect of the PRC Foreign
Investment Law on your business and your shareholders if you are identified as a FIE or if
you acquire upstream and downstream companies manufacturing traditional Chinese
medicine pieces.
Use of Proceeds, page 31
8.Please disclose how far the proceeds from this offering will allow you to reach in each of
the specified uses.  If you will require additional funds to complete the listed uses of the
proceeds, please disclose the aggregate amount necessary and how you intend to raise
additional funds.  Also, if you know which products you intend to develop, please identify
the products and disclose how far in the development you expect to achieve with the
proceeds of this offering.  In addition, we note that you intend to use the remainder of the
proceeds to acquire companies manufacturing traditional Chinese medicine pieces.  Please
disclose whether you have any present commitments or agreements to purchase any such
companies.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 37
9.We note your disclosure on page 59 that you independently developed all ten of your
currently manufactured products within your research and development department and
that you have products currently in development as disclosed on page 64. However, we do
not see any research and development costs presented on your Consolidated Statements of
Income and Comprehensive Income.  Please revise to explain your accounting policy for
these costs, whether they are allocated to products, and if material, quantify for
each period presented.
10.We note your description of the products included in the " oxytetracycline & Licorice
products and TCMD " segment as disclosed on page 60.  Please revise to disclose whether
there were any material changes in net revenue or cost of sales due to any specific product
within this segment.  Explain the primary factors underlying the changes for each period

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 11, 2019 Page 4
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
July 11, 2019
Page 4
presented.  In addition, disclose your reasonably likely expectation for future trends.
Business
Our History and Corporate Structure
Contractual Arrangements between WFOE and Gansu QLS
Exclusive Service Agreement, page 56
11.We note your disclosure on page 56 that WFOE is entitled to collect a service fee in
accordance with the services actually provided.  However, you also state that the amount
of service fees shall be the remaining amount of Gansu QLS’s profit before tax after
deducting relevant costs and reasonable expenses.  Please revise for clarity and
consistency.  In addition, please explain what you mean by "relevant costs" and disclose
whether WFOE determines the the amount of "relevant costs" and "reasonable
expenses."
Our Products
Our Licorice Products
Gan Di Xin, page 61
12.In an appropriate section of your prospectus, please describe the approval process for
China's State Category V New Drug, and the significance of Gan Di Xin classification as
such, as well as the significance of its national medicine quality standard of WS1-(X-
001)-2015Z, which is disclosed on page 72.  Also, disclose the approval process with the
CFDA and any other regulatory bodies for the development and modification of Gan Di
Xan, which you plan to accomplish by adding additional Chinese herbal ingredients.  In
addition,  please disclose the basis for your statement on page 61 that, because your Gan
Di Xin tablets dissolve slowly in the mouth, the tablets' bioavailability, stability and
effectiveness have been drastically increased.
Products Currently in Development, page 64
13.Please disclose the regulatory process for your two products in development and, if
relevant, which regulatory phase or phases you have completed for each of these
products.  In this regard, we note your disclosure on page 70 regarding the different
regulatory processes for different types of fertilizers.
Regulations, Certificates and Permits, page 70
14.Please provide translations for your nine Chinese trademarks.
R&D Development Plan, page 72
15.Please disclose the approval process necessary before you can market and sell your Ahan
antibacterial paste if you modify the product to suit different skin types.  In addition, we
note your disclosure on page 78 that Ahan has not yet been issued the certificate of filing

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 11, 2019 Page 5
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
July 11, 2019
Page 5
and that the certificate of filing is necessary before the product can be used.  However, on
page 72, you state that you have sold Ahan since November 2017.  Please explain how
you have sold Ahan despite your failure to obtain a certificate of filing.
Research and Development
R&D Achievements, page 72
16.We note that since May 2016 you worked with Tsinghua University Wuxi Institute of
Applied Technologies on exploring ways to increase the fermentation yield of
oxytetracycline and that you have now increased the yield from 32,000 U/ml to 35,000
U/ml, and that you are still in the early development stage of your cooperative breeding
experiment.  Please disclose the material terms of your agreement with Tsinghua
University Wuxi Institute of Applied Technologies, including any royalty payments and
the term of the agreement, and, if required by Item 601 of Regulation S-K, please file the
agreement as an exhibit to your registration statement.
Employees, page 73
17.Please please provide a breakdown of employees by activity in Jiuquan City and Qionlai
City for Gansu QLS, Qiming and Chengdu QLS pursuant to Item 6.D of Form 20-F.
Regulations
PRC Laws and Regulations on Foreign Investment, page 81
18.We note your disclosure on pages 55 and 81 that the acquisition of upstream and
downstream companies manufacturing traditional Chinese medicine pieces would be
subject to the Negative List, which would (i) prevent you from holding any equity of
Gansu QLS and its subsidiaries and (ii) prohibit you from foreign capital investment.  We
note that you do not hold any equity securities in Gansu QLS, but, instead, control the
company through contractual arrangements.  Please disclose how the acquisition of
companies involved in the manufacturing of traditional Chinese medicine pieces will
affect your organizational structure, including your contractual arrangements with Gansu
QLS and the Gansu QLS shareholders and how Gansu QLS will be able to obtain
equity, debt financing, or other financing in the future.  To the extent that you would (i)
have to terminate these contractual arrangements, (ii) be unable to receive dividends from
Gansu QLS and its subsidiaries or (iii) be unable to provide capital to Gansu QLS, please
disclose at the beginning of your prospectus summary section and in your Risk Factors
section.
PRC Laws and Regulations on Foreign Exchange
Circular No. 37 and Circular No. 13, page 83
19.Please tell us whether all of the Gansu QLS shareholders will complete registration in
accordance with Circular 37 prior to effectiveness.  If they will not, please disclose this in
your prospectus summary and in your Risk Factors section.

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 11, 2019 Page 6
 FirstName LastNameZhanchang Xin
Qilian International Holding Group Ltd
July 11, 2019
Page 6
Consolidated Financial Statements, page F-1
20.Please note that the audited financial statements should be as of a date no later than 12
months at the date of filing as specified in Item 8.A.4 of Form 20-F.  Also refer to
Instructions to Item 8.A.4.
Note 1 - Organization and Description of Business, page F-6
21.Please revise to disclose your accounting policy for non-controlling interests, including
how you recognize and measure this item.
Note 7 – Bank Loans, page F-17
22.We note that your $3,639,911 of bank loans with the Agricultural Bank of China, which
expired in January to May of 2019, were fully repaid at expiration and new loans were
obtained after the repayments.  Please tell us your consideration of disclosing the terms of
the new loans in your Subsequent Events footnote.
Note 11 – Equity, page F-21
23.We note the cash and stock dividends that were declared March 5, 2018 and paid during
2018.  Please explain the following statements that appear to conflict, and reconcile any
apparent inconsistencies:
•Page 21: “We do not intend to pay dividends for the foreseeable future.”
•Page 26: “We are a holding company and we rely for funding on dividend payments
from our subsidiaries, which are subject to restrictions under PRC laws.”
•Page 32: We intend to keep any future earnings to finance the expansion of our
business, and we do not anticipate that any cash dividends will be paid in the
foreseeable future.”
General
24.Please provide us mockups of any pages that include any additional pictures or graphics to
bepresented, including any accompanying captions. Please keep in mind, in scheduling
your printing and distribution of the preliminary prospectus, that we may have comments
after our review of these materials.
            You may contact Bonnie Baynes at (202) 551-4924 or Sharon Blume, Accounting
Branch Chief, at (202) 551-3474 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sonia Bednarowski at (202) 551-3666 or Dietrich
King at (202) 551-8071 with any other questions.
Sincerely,

 FirstName LastNameZhanchang Xin
 Comapany NameQilian International Holding Group Ltd
 July 11, 2019 Page 7
 FirstName LastName
Zhanchang Xin
Qilian International Holding Group Ltd
July 11, 2019
Page 7
Division of Corporation Finance
Office of Healthcare & Insurance