SecProbe.io

CORRESP
 1
 filename1.htm

 CLPS Incorporation

 c/o Unit 1000, 10th
Floor, Millennium City III

 370
Kwun Tong Road, Kwun Tong, Kowloon

 Hong Kong SAR

 Via EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 November 19, 2025

 Re:
 CLPS Incorporation

 Registration Statement on Form F-3 (File No. 333-291045)

 Initially Filed October 24, 2025

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, CLPS Incorporation hereby requests acceleration of effectiveness of the above referenced Registration Statement on
F-3 (the "Registration Statement"), so that it will become effective at 4:00 p.m. ET on November 21, 2025, or as soon as thereafter
practicable.

 Very truly yours,

 /s/ Raymond Ming Hui Lin

 Name:
 Raymond Ming Hui Lin

 Title:

 Chief Executive Officer
 (Principal Executive Officer)

 cc:
 Lawrence Venick, Esq.

 Loeb & Loeb LLP

United States securities and exchange commission logo
April 23, 2024
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
Unit 1000, 10th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Form 20-F for Fiscal Year Ended June 30, 2023
File No. 001-38505
Dear Raymond Ming Hui Lin:
            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
Disclosure Review Program
cc:       Rongwei Xie

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

                                            Main

                                            Fax

                                            212.407.4000
 212.407.4990

Via Edgar

February 26, 2024

Charlie Guidry and Jennifer Gowetski
 Division of Corporation Finance
 Disclosure Review Program
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re: CLPS Incorporation
 Form 20-F for Fiscal Year ended June 30, 2023

                                                                                Response Dated January 29, 2024
 File No. 001-38505

Dear Mr. Guidry and Ms. Gowetski:

On behalf of our client, CLPS Incorporation, a Cayman Islands company
(the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 20, 2024
(the “Comment Letter”) regarding the Company’s response letter dated January 29, 2024.

For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment.

Form 20-F for Fiscal Year Ended June 30, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections, page 127

1. We note your response indicates that you reviewed your register of members and public filings in connection
with your required submission under paragraph (a) and that you did not rely upon any legal opinions or third party certifications such
as affidavits in connection with your required disclosures under Item 16I. Please file your amendment and supplementally describe any
additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed in connection
with the proposed disclosures under paragraphs (b)(2) and (3).

Response: The Company intends to file an amendment to
the Company’s Form 20-F for the fiscal year ended June 30, 2023 to (i) make a supplemental documentation submission in connection
with the required disclosure under Item 16I(a) of Form 20-F, substantially in the form attached hereto as Appendix A, and (ii)
replace “ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS” in its entirety with the following:

ITEM
16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

(a) Please see the Supplemental Submission pursuant to Item 16I(a)
of Form 20-F, which has been furnished as Exhibit 99.4 to this annual report.

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.

    Charlie Guidry and Jennifer Gowetski

    U.S. Securities and Exchange Commission

    February 26, 2024

    Page 2

(b) On November 18, 2022, we were conclusively identified by the
SEC as a “Commission-Identified Issuer” under the HFCAA following the filing of our annual report on Form 20-F for the fiscal
year ended June 30, 2022. Our auditor who conducted auditing for the fiscal years ended June 30, 2022 and 2021, a registered public accounting
firm that headquartered in mainland China, a jurisdiction where the PCAOB was unable to inspect or investigate completely in 2021, issued
an audit report for our fiscal year ended June 30, 2022. On December 15, 2022, the PCAOB vacated its 2021 Determinations and removed mainland
China and Hong Kong from the list of jurisdictions where it was unable to inspect or investigate completely registered public accounting
firms that has a branch or office located. As a result, we do not expect to be identified as a “Commission-Identified Issuer”
under the HFCAA for the fiscal year ended June 30, 2023 after we file our annual report on Form 20-F for such fiscal year.

As of the date of this annual report:

(i) the Company checked and confirmed its register
of members in order to confirm that, to the best of its knowledge, none of the shares of the Company or its consolidated foreign operating
entities is owned by governmental entities in the Cayman Islands, Hong Kong, mainland China, United States, Japan, Singapore, Australia,
Malaysia, India, the Philippines, Vietnam, and Canada;

(ii) the Company reviewed (i) the
shareholders list provided by its transfer agent and the register of members, (ii) Schedules 13D and 13G filed by the shareholders with the SEC, in order to
confirm that, to the best of its knowledge, none of the governmental entities in Hong Kong or mainland China have a controlling
financial interest in us or any of our consolidated foreign operating entities. The Company did not rely upon any legal opinions or
third-party certifications such as affidavits as the basis for disclosure;

(iii) based on the examination of
the biographies of, and the inquiries made with, all the directors of the Company and its consolidated foreign operating entities,
and the review of the official list published by the Chinese Communist Party, none of the members of our board of directors or the
board of directors of our consolidated foreign operating entities is an official of the Chinese Communist Party. In connection with
such review and inquiries, the Company did not take into consideration such individuals’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party, based on information provided by the applicable individuals to the
Company. The Company did not rely upon any legal opinions or third-party certifications such as affidavits as the basis for
disclosure. After taking the foregoing steps, nothing has come to the Company’s attention suggesting that any such individual
is an official of the Chinese Communist Party; and

(iv) the currently effective memorandum and
articles of association of our company or equivalent organizing documents of its consolidated foreign operating entities do not contain
any charter of the Chinese Communist Party, including the text of any such articles or organizing documents.

    2.
    We note your proposed disclosure refers to your examination of the biographies of, and the inquiries made with, all your directors and the directors of your consolidated foreign operating entities. In order to clarify the scope of your review, please supplementally describe any additional steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please clarify whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

Response: The Company advises the Staff that the proposed draft disclosure
to Item 16I, provided in response to Comment No. 1, has addressed this comment respectively. Please refer to the response above.

Please do not hesitate to contact Lawrence S. Venick at +852.5600.0188
of Loeb & Loeb LLP with any questions or comments regarding this letter.

Very truly yours,

Lawrence S. Venick

Loeb & Loeb LLP

cc: Raymond Ming Hui Lin, CEO

    Charlie Guidry and Jennifer Gowetski

    U.S. Securities and Exchange Commission

    February 26, 2024

    Page 3

Appendix A

Supplemental Submission Pursuant to Item 16I(a) of Form 20-F

On November
18, 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a
“Commission-Identified Issuer” pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended
June 30, 2022 with the SEC on October 20, 2022 with an audit report issued by
Ernst & Young Hua Ming LLP (“EY”), a registered public accounting firm retained by the
Company, for the preparation of the audit report on the Company’s financial statements included therein. On December 15, 2022,
the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of
jurisdictions where it is unable to inspect or investigate completely registered public accounting firms that has a branch or
office located. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file
the annual report on Form 20-F for the fiscal year ended June 30, 2023.

Based on the examination of the Company’s
register of members and the beneficial ownership schedules filed by its shareholders and other publicly available information, to the
Company’s knowledge, as of the date of this annual report, shareholders held 5% or more of the total outstanding ordinary shares
of the Company were Mr. Xiao Feng Yang and Mr. Raymond Ming Hui Lin.

(i) Mr. Xiao Feng Yang and his affiliate entity,
Qinrui Ltd., together owned 22.15% of the Company’s total outstanding common shares. Mr. Yang is a natural person not affiliated
with any governmental entities.

(ii) Mr. Raymond Ming Hui Lin and his affiliate
entity, Qinhui Ltd., together owned 29.73% of the Company’s total outstanding common shares. Mr. Lin is a natural person not affiliated
with any governmental entities.

Therefore, as of the date of this annual report,
the Company was not owned or controlled by any governmental entity in the Cayman Islands, where it is incorporated, or in Hong Kong or
mainland China, where EY has a branch or office located.

The Company did not rely upon any legal opinions
or third party certifications such as affidavits as the basis for the submission.

United States securities and exchange commission logo
February 20, 2024
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
Unit 1000, 10th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Form 20-F for Fiscal Year Ended June 30, 2023
Response Dated January 29, 2024
File No. 001-38505
Dear Raymond Ming Hui Lin:
            We have reviewed your January 29, 2024 response to our comment letter 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. Unless
we note otherwise, any references to prior comments are to comments in our January 22, 2024
letter.
Form 20-F for Fiscal Year Ended June 30, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections, page 127
1.We note your response indicates that you reviewed your register of members and public
filings in connection with your required submission under paragraph (a) and that you did
not rely upon any legal opinions or third party certifications such as affidavits in
connection with your required disclosures under Item 16I. Please file your amendment
and supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed in connection with the proposed disclosures under
paragraphs (b)(2) and (3).

 FirstName LastNameRaymond Ming Hui Lin
 Comapany NameCLPS Incorporation
 February 20, 2024 Page 2
 FirstName LastName
Raymond Ming Hui Lin
CLPS Incorporation
February 20, 2024
Page 2
2.We note your proposed disclosure refers to your examination of the biographies of, and
the inquiries made with, all your directors and the directors of your consolidated foreign
operating entities.  In order to clarify the scope of your review, please supplementally
describe any additional steps you have taken to confirm that none of the members of your
board or the boards of your consolidated foreign operating entities are officials of the
Chinese Communist Party.  For instance, please tell us how the board members’ current or
prior memberships on, or affiliations with, committees of the Chinese Communist Party
factored into your determination. In addition, please clarify whether you have relied upon
third party certifications such as affidavits as the basis for your disclosure.
            Please contact Charlie Guidry at 202-551-3621 or Jennifer Gowetski at 202-551-3401
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Rongwei Xie

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main
     212.407.4000
 Fax  212.407.4990

Via Edgar

January 29, 2024

    Charlie Guidry and Jennifer Gowetski

    Division of Corporation Finance

    Disclosure Review Program

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

 Re: CLPS Incorporation

Form 20-F for Fiscal Year ended June 30, 2023

File No. 001-38505

Dear Mr. Guidry and Ms. Gowetski:

On behalf of our client, CLPS Incorporation, a Cayman Islands company
(the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 22, 2024 (the
“Comment Letter”) regarding the Company’s Form 20-F for the Fiscal Year Ended June 30, 2023.

For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment.

Form 20-F for Fiscal Year Ended June 30, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections, page 127

 1. We note that during your fiscal year ended June 30, 2023 you were identified by the Commission pursuant to Section 104(i)(2)(A) of
the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 20-F, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction
and that the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position
taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 16I(a) of Form 20-F or tell us why
you are not required to do so. Additionally, please amend your Form 20-F to provide the disclosures required under Item 16I(b) of Form
20-F. Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available
on our website at https://www.sec.gov/corpfin/announcement/statementhfcaa-040623.

Response: The
                                                                        Company intends to file an amendment to the Company’s Form 20-F for the fiscal year ended June 30, 2023 to (i) make a
                                                                        supplemental documentation submission in connection with the required disclosure under Item 16I(a) of Form 20-F, substantially in
                                                                        the form attached hereto as Appendix A, and (ii) replace “ITEM 16I.
                                                                        DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS” in its entirety with the following:

ITEM 16I. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

(a) Please see the Supplemental
Submission pursuant to Item 16I(a) of Form 20-F, which has been furnished as Exhibit 99.4 to this annual report.

    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.

    Charlie Guidry and Jennifer Gowetski

    U.S. Securities and Exchange Commission

    January 29, 2024

    Page 2

(b) On November 18, 2022, we were
conclusively identified by the SEC as a “Commission-Identified Issuer” under the HFCAA following the filing of our annual
report on Form 20-F for the fiscal year ended June 30, 2022. Our auditor who conducted auditing for the fiscal years ended June 30, 2022
and 2021, a registered public accounting firm that headquartered in mainland China, a jurisdiction where the PCAOB was unable to inspect
or investigate completely in 2021, issued an audit report for our fiscal year ended June 30, 2022. On December 15, 2022, the PCAOB vacated
its 2021 Determinations and removed mainland China and Hong Kong from the list of jurisdictions where it was unable to inspect or investigate
completely registered public accounting firms that has a branch or office located. As a result, we do not expect to be identified as a
“Commission-Identified Issuer” under the HFCAA for the fiscal year ended June 30, 2023 after we file our annual report on
Form 20-F for such fiscal year.

As of the date of this annual
report:

(i) the
Company checked and confirmed its register of members in order to confirm that, to the best of its knowledge, none of the shares of
the Company or its consolidated foreign operating entities is owned by governmental entities in the Cayman Islands, Hong Kong,
mainland China, United States, Japan, Singapore, Australia, Malaysia, India, the Philippines, Vietnam, and Canada;

(ii) the
Company checked and confirmed its register of members in order to confirm that, to the best of its knowledge, none of the
governmental entities in Hong Kong or mainland China have a controlling financial interest in us or any of our consolidated foreign
operating entities;

(iii) based
on the examination of the biographies of, and the inquiries made with, all the directors of the Company and its consolidated foreign operating
entities, none of the members of our board of directors or the board of directors of our consolidated foreign operating entities is an
official of the Chinese Communist Party; and

(iv) the
currently effective memorandum and articles of association of our company or equivalent organizing documents of its consolidated
foreign operating entities do not contain any charter of the Chinese Communist Party, including the text of any such articles or
organizing documents.

The Company did not rely upon any legal opinions or third party certifications
such as affidavits in connection with its required disclosures under Item 16I.

Please do not hesitate to contact Lawrence S. Venick at +852.5600.0188
of Loeb & Loeb LLP with any questions or comments regarding this letter.

Very truly yours,

/s/ Lawrence S. Venick

Lawrence S. Venick

Loeb & Loeb LLP

 cc: Raymond Ming Hui Lin, CEO

    Charlie Guidry and Jennifer Gowetski

    U.S. Securities and Exchange Commission

    January 29, 2024

    Page 3

Appendix A

Supplemental Submission Pursuant to Item 16I(a) of Form 20-F

On November 18, 2022, the
Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a “Commission-Identified
Issuer” pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended June 30, 2022 with the SEC on October
20, 2022 with an audit report issued by Ernst & Young Hua Ming LLP (“EY”), a registered
public accounting firm retained by the Company, for the preparation of the audit report on the Company’s financial statements included
therein. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and
Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms that
has a branch or office located. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after
we file the annual report on Form 20-F for the fiscal year ended June 30, 2023.

Based on the examination of the Company’s
register of members and the beneficial ownership schedules filed by its shareholders and other publicly available information, to the
Company’s knowledge, as of the date of this annual report, shareholders held 5% or more of the total outstanding ordinary shares
of the Company were Mr. Xiao Feng Yang and Mr. Raymond Ming Hui Lin.

(i)
Mr. Xiao Feng Yang and his affiliate entity, Qinrui Ltd., together owned 22.15% of the Company’s total outstanding common shares.
Mr. Yang is a natural person not affiliated with any governmental entities.

(ii)
Mr. Raymond Ming Hui Lin and his affiliate entity, Qinhui Ltd., together owned 29.73% of the Company’s total outstanding common
shares. Mr. Lin is a natural person not affiliated with any governmental entities.

Therefore, as of the date of this annual report,
the Company was not owned or controlled by any governmental entity in the Cayman Islands, where it is incorporated, or in Hong Kong or
mainland China, where EY has a branch or office located.

United States securities and exchange commission logo
January 22, 2024
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
Unit 1000, 10th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Form 20-F for Fiscal Year Ended June 30, 2023
File No. 001-38505
Dear Raymond Ming Hui Lin:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comment.  In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for Fiscal Year Ended June 30, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections, page 127
1.We note that during your fiscal year ended June 30, 2023 you were identified by the
Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15
U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your
financial statements included in the Form 20-F, a registered public accounting firm that
has a branch or office that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight Board had determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction.  Please
provide the documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so.  Additionally, please amend your Form 20-F to provide the
disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.

 FirstName LastNameRaymond Ming Hui Lin
 Comapany NameCLPS Incorporation
 January 22, 2024 Page 2
 FirstName LastName
Raymond Ming Hui Lin
CLPS Incorporation
January 22, 2024
Page 2
            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 Charlie Guidry at 202-551-3621 or Jennifer Gowetski at 202-551-3401
with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Rongwei Xie

CORRESP
1
filename1.htm

CLPS Incorporation

c/o Unit 1102, 11th Floor, Millennium City III

370 Kwun Tong Road, Kwun Tong, Kowloon

Hong Kong SAR

December 22, 2022

Via EDGAR

Matthew Crispino

Staff Attorney

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: CLPS Inc.

Amendment No. 4 to Registration Statement on Form F-3

Filed on December 19, 2022

Commission File No. 333-266951

Dear Mr. Crispino:

The Company hereby withdraws its request submitted
to the U.S. Securities and Exchange Commission on December 21, 2022.

The Company also requests that the effective date
and time of the above referenced Registration Statement be accelerated to 10:00 am on December 27, 2022 or as soon thereafter as practicable,
pursuant to Rule 461 of the Securities Act of 1933 (“Act”), as amended.

The undersigned registrant is aware of its obligations under the Act.

Should you have any questions regarding this request, please do not
hesitate to contact James Zhang at (347) 601-8154 of Loeb & Loeb LLP, counsel to the undersigned registrant.

[Signature Page Follows]

    Very truly yours,

    CLPS Incorporation

    By:
    /s/ Raymond Ming Hui Lin

    Name:
    Raymond Ming Hui Lin

    Title:
    Chief Executive Officer, Director

CORRESP
1
filename1.htm

CLPS Incorporation

c/o Unit 1102, 11th Floor, Millennium City III

370 Kwun Tong Road, Kwun Tong, Kowloon

Hong Kong SAR

December 21, 2022

Via EDGAR

Matthew Crispino

Staff Attorney

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: CLPS Inc.

Amendment No. 4 to Registration Statement on Form F-3

Filed on December 19, 2022

Commission File No. 333-266951

Dear Mr. Crispino:

The Company hereby requests that the effective
date and time of the above referenced Registration Statement be accelerated to 10:00 am on December 21, 2022 or as soon thereafter as
practicable, pursuant to Rule 461 of the Securities Act of 1933 (“Act”), as amended.

The undersigned registrant is aware of its obligations under the Act.

Should you have any questions regarding this request, please do not
hesitate to contact James Zhang at (347) 601-8154 of Loeb & Loeb LLP, counsel to the undersigned registrant.

[Signature Page Follows]

    Very truly yours,

    CLPS Incorporation

    By:
    /s/
    Raymond Ming Hui Lin

    Name:
    Raymond Ming Hui Lin

    Title:

    Chief Executive Officer, Director

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Tel. 212.407.4000

    Fax 212.407.4990

December 9, 2022

Via Email and EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    CLPS Inc.

    Holding Foreign Companies Accountable Act (“HFCCA”)

Dear Madam/Sir:

This letter is submitted on behalf of CLPS Inc. (the
“Company” or “we”) in response to the Company being on the conclusive list of issuers identified under the Holding
Foreign Companies Accountable Act (“HFCCA”) as of November 18, 2022. We enclose a copy of the certified register of shareholders
as well as our Chinese legal counsel’s opinion stating that none of our shares of common stock are owned by the central, provincial
or local government of the People’s Republic of China.

Please call Tahra Wright of Loeb & Loeb LLP at
(212) 407-4122 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

LIST OF SHAREHOLDERS

CONTINENTAL STOCK TRANSFER & TRUST CO

 * Selection by Share Range:

Holders who own at least 1 shares are included.

 * Suppressed holders ARE included

 * Sort Criteria:

ALPHABETIC

LIST OF SHAREHOLDERS

CONTINENTAL STOCK TRANSFER & TRUST CO

    Issue: CLPS INCORPORATION

    Ticker: C021COM

    CUSIP: G31642104

    Account/TIN
    Name & Address
    Shares Held

    6
    CEDE & CO

      14,946,372

    13-2555119
    570 WASHINGTON BLVD

      66.531 %

    JERSEY CITY NJ 07310-1617

    23
    LIN QIN ER

      1

    9D PITTOSPORUM COURT

      0.000 %

    INDIVIDUAL
    NEW PLAZA PHASE III SHATIN

    NON-US PERSON
    NEW TERRITORIES

    HONG KONG

    20
    RAYMOND LIN MING HUI

      1

    9D PITTOSPORUM COURT

      0.000 %

    INDIVIDUAL
    NEW TOWN PLAZA PHASE III SHATIN

    NON-US PERSON
    NEW TERRITORIES

    HONG KONG

    21
    SHIRLEY DENG ZHAO HUI

      1

    9D PITTOSPORUM COURT

      0.000 %

    INDIVIDUAL
    NEW TOWN PLAZA PHASE III SHATIN

    NON-US PERSON
    NEW TERRITORIES

    HONG KONG

    81
    CHONG SENG KEE

      1,000

    ROOM 101, BLK 168

      0.004 %

    INDIVIDUAL
    NO 218 XIUYAN ROAD PUDONG

    NON-US PERSON
    SHANGHAI

    CHINA

    78
    SRUSTIJEET MISHRA

      37,573

    BLK 426A

      0.167 %

    INDIVIDUAL
    YISHUN AVE 11

    NOT APPLICABLE
    #04-84

    SINGAPORE 761426

    SINGAPORE

    1
    QINHUI LTD

      2,499,998

    RITTER HOUSE WICKHAMS CAY II

      11.128 %

    PARTNERSHIP
    P O BOX 3170 ROAD TOWN

    NON-US PERSON
    TORTOLA VG1110

    BRITISH VIRGIN ISLANDS

    4
    QINRUI LTD

      4,976,000

    RITTER HOUSE WICKHAMS CAY II

      22.150 %

    PARTNERSHIP
    P O BOX 3170 ROAD TOWN

    NON-US PERSON
    TORTOLA VG 1110

    BRITISH VIRGIN ISLANDS

    79
    SIBASHIS ROUTRAY

    BLK 426A

      4,175

    INDIVIDUAL
    YISHUN AVE 11

      0.019 %

    NOT APPLICABLE
    #04-84

    SINGAPORE 761426

    SINGAPORE

    22
    LIN KAM YI

      1

    9D PITTOSPORUM COURT

      0.000 %

    INDIVIDUAL
    NEW TOWN PLAZA PHASE III, SHATIN,

    NON-US PERSON
    NEW TERRITORIES

    HONG KONG

    ISSUE TOTALS

    10 Holders Qualified
      Outstanding Shares:
      22,465,122

    www.grandwaylaw.com

    Beijing
    Shanghai Shenzhen Chengdu Xi'an Hong Kong

Legal
Opinion

    To
    Ms.
    Rita Yang, CFO
    From
    Andy
    Kuang, Partner

    Copy
    to

    Date
    November
    29, 2022

    Ref
    No.
    KH-CL-011
    Page(s)
    1

To:
CLPS Incorporation (“CLPS”)

Re:
List of Shareholders

We,
lawyers from Grandway Law Offices, have been CLPS’ legal counsel in the People’s Republic of China since 2020.

Per
your work instruction, we have reviewed the List of Shareholders of the CLPS as of November 16, 2022, and had discussions with the management
team of CLPS regarding CLPS’ ownership. By our knowledge and understanding, and concurred by the management team, we believe that
the Chinese central, provincial, or local government directly or beneficially holds no share of the CLPS.

Please
do not hesitate to contact us should you have any further questions.

  Grandway
Law Offices

  Andy
Kuang

23rd
Floor, Building S2, The Bund Financial Center, No. 600, Zhongshan East Second Road, Huangpu District, Shanghai

23/F,
S2, The Bund Finance Center, No. 600, Zhongshan NO.2 Road(E), Huangpu District, Shanghai, PRC

Tel:
021-23122000 Fax: 021-23122100 Zip Code: 200001

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Tel. 212.407.4000

    Fax 212.407.4990

November 29, 2022

Via Email and EDGAR

Jan Woo

Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    CLPS Inc.

    Amendment No. 2 to Registration Statement on Form F-3

    Filed on November 10, 2022

    Commission File No. 333-266951

Dear Ms. Woo:

This letter is submitted on behalf of CLPS Inc.
(the “Company” or “we”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 2 to Registration
Statement (the “Amendment No. 2”) as set forth in the Staff comment letter dated November 17, 2022 addressed to Mr. Raymond
Ming Hui Lin, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently submitting Amendment
No. 3 to the Registration Statement (“Amendment No. 3”), which includes changes that reflect responses to the Staff’s
comments.

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced
Staff comment from the Comment Letter.

Cover Page

1. Please refer to prior comment 1 and disclose
on the cover page 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, Ernst & Young Hua Ming LLP.

    RESPONSE:
    The Company has updated the cover page of Amendment No. 3 in response to Staff’s comment to Amendment No. 2.

Please call James Zhang of Loeb & Loeb LLP
at (347) 601-8154 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

United States securities and exchange commission logo
November 17, 2022
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o Unit 1102, 11th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Amendment No. 2 to Registration Statement on Form F-3
Filed November 10, 2022
File No. 333-266951
Dear Raymond Ming Hui Lin:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 our comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2022 letter.
Amendment No. 2 to Form F-3
Cover Page
1.Please refer to prior comment 1 and disclose on the cover page 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, Ernst
& Young Hua Ming LLP.

 FirstName LastNameRaymond Ming Hui  Lin
 Comapany NameCLPS Incorporation
 November 17, 2022 Page 2
 FirstName LastName
Raymond Ming Hui  Lin
CLPS Incorporation
November 17, 2022
Page 2
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       James Zhang

CORRESP
1
filename1.htm

    Loeb
    & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154

    Tel.
    212.407.4000

    Fax
    212.407.4990

November
10, 2022

Via
Email and EDGAR

Jan
Woo

Legal
Branch Chief

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    CLPS Inc.

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

    Filed on October 12, 2022

    Commission File No. 333-266951

Dear
Ms. Woo:

This
letter is submitted on behalf of CLPS Inc. (the “Company” or “we”) in response to the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the above-referenced Amendment No. 1 to Registration Statement (the “Amendment No. 1”) as set forth in the
Staff comment letter dated October 26, 2022 addressed to Mr. Raymond Ming Hui Lin, Chief Executive Officer of the Company (the “Comment
Letter”). The Company is concurrently submitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”),
which includes changes that reflect responses to the Staff’s comments.

For
reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience,
we have italicized the reproduced Staff comment from the Comment Letter.

Cover
Page

1.
Please disclose on the cover page that your auditor, Ernst & Young Hua Ming LLP, is subject to the determinations announced by the
PCAOB on December 16, 2021. Disclose whether and how the Holding Foreign Companies Accountable Act and related regulations will affect
your company. Discuss the Statement of Protocol and 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, the Company has revised its disclosure on the cover page of Amendment No. 2 and has included cross
    references to relevant paragraphs under “Risk Factor,” specifically under the headings “The Holding Foreign Companies
    Accountable Act could result in delisting of our common stock from Nasdaq Capital Market and lack of a readily available market for
    our common stock” and “There are uncertainties with respect to regulatory cooperation between PCAOB and Chinese regulators
    under the Statement of Protocol signed by the PCAOB and the CSRC of the People’s Republic of China on August 26, 2022.”

2.
We note your response to prior comment 2 and we reissue it in part. Please disclose on the cover page the legal and operational risks
associated with being based in or having the majority of your operations in China. Also, include the information you provide in your
response to prior comment 2 on the prospectus cover page.

    RESPONSE:
    The Company
    has updated the cover page of Amendment No. 2 in response to Staff’s comment to Amendment No. 1.

3.
We note your response to prior comment 3 regarding how cash is transferred through your organization. Please include the information
from your response on the cover page and in the prospectus summary.

    RESPONSE:
    The Company
    has updated the cover page and summary pages of Amendment No. 2 in response to Staff’s comment to Amendment No. 1.

Summary,
page 4

4.
We note your response to prior comment 4 regarding permissions or approvals. Please include the information in the prospectus summary.

    RESPONSE:
    The Company
    has updated the summary pages of Amendment No. 2 in response to Staff’s comment to Amendment No. 1.

    2

Please
call James Zhang of Loeb & Loeb LLP at (347) 601-8154 if you would like additional information with respect to any of the foregoing.
Thank you.

    Sincerely,

    /s/
    Loeb & Loeb LLP

    Loeb & Loeb LLP

3

United States securities and exchange commission logo
October 26, 2022
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o Unit 1102, 11th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Amendment No. 1 to Registration Statement on Form F-3
Filed October 12, 2022
File No. 333-266951
Dear Raymond Ming Hui Lin:
            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 September 13, 2022 letter.
Amendment No. 1 to F-3
Cover Page
1.Please disclose on the cover page that your auditor, Ernst & Yong Hua Ming LLP,
is subject to the determinations announced by the PCAOB on December 16,
2021. Disclose whether and how the Holding Foreign Companies Accountable Act and
related regulations will affect your company. Discuss the Statement of Protocol and 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.

 FirstName LastNameRaymond Ming Hui  Lin
 Comapany NameCLPS Incorporation
 October 26, 2022 Page 2
 FirstName LastName
Raymond Ming Hui  Lin
CLPS Incorporation
October 26, 2022
Page 2
2.We note your response to prior comment 2 and we reissue it in part.  Please disclose on
the cover page the legal and operational risks associated with being based in or having the
majority of your operations in China.  Also, include the information you provide in your
response to prior comment 2 on the prospectus cover page.
3.We note your response to prior comment 3 regarding how cash is transferred through
your organization.  Please include the information from your response on the cover page
and in the prospectus summary.
Summary, page 4
4.We note your response to prior comment 4 regarding permissions or approvals.  Please
include the information in the prospectus summary.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       James Zhang

CORRESP
1
filename1.htm

    Loeb
                                            & Loeb LLP

    345
    Park Avenue

    New York, NY 10154

    Tel.
                                             212.407.4000

                                            Fax 212.407.4990

October 12, 2022

Via Email and EDGAR

Jan Woo

Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    CLPS Inc.

    Registration Statement F-3

    Filed on August 18, 2022

    Commission File No. 333-266951

Dear Ms. Woo:

This letter is submitted on behalf of CLPS Inc.
(the “Company” or “we”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Registration Statement (the
“Registration Statement”) as set forth in the Staff comment letter dated September 13, 2022 addressed to Mr. Raymond Ming
Hui Lin, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently submitting Amendment No.
1 to the Registration Statement (“Amendment No. 1”), which includes changes that reflect responses to the Staff’s comments.

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced
Staff comment from the Comment Letter.

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 in China and that this structure involves unique risks to investors. Provide a cross-reference
to your detailed discussion of these risks.

RESPONSE: In response to the Staff’s comment, the Company has revised
its disclosure on the cover page of Amendment No. 1 and has included cross references to relevant paragraphs under “Risk Factor.”

2. Provide prominent disclosure
about the legal and operational risks associated with being based in or having the majority of the company’s operations in China.
Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of the securities
you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to 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.
Please disclose 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 will affect your company. Your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

RESPONSE: The Company respectfully notes to the Staff that its PRC legal
counsel does not believe that recent statements and regulatory actions by China’s government will have a material negative impact
on the Company’s business operations. The Company notes that the laws and regulations of China identified in this Comment 2 are
discussed in details below:

(1) China promulgated several laws and
regulations on data security and personal information protections in the last two years, mainly the Data Security Law of the People’s
Republic of China (“Data Security Law”), which came into effect on September 1, 2021, and the Personal Information
Protection Law of the People’s Republic of China (“PIP Law”), which came into effect on November 1, 2021. In the
Company’s day-to-day business operations, sensitive customer data and personal information will not be received from the Company’s clients.
The legal consequence of this fact is that neither the Data Security Law or the PIP Law applies to the Company’s business activities
in China.

(2) The Anti-monopoly Law of the
People’s Republic of China (Revised in 2022) (“Anti-monopoly Law”) came into effect on August 1, 2022. The “monopolistic
practices” defined by the Anti-monopoly Law include (a) the conclusion of a monopolistic agreement; (b) the abuse of dominant market
positions; and (c) the concentration that eliminates or restricts competition or may eliminate or restrict competition. Based on Company’s
China and global market share, the Company does not have a dominant market position that enables the Company to restrict or eliminate
the competition.

(3) The China Securities Regulatory
Commission (“CSRC”) published the draft of the Provisions of the State Council on the Administration of Overseas Securities
Offering and Listing by Domestic Companies (“Provisions”) on December 24, 2021. According to the draft Provisions,
a Chinese entity will be banned from listing overseas under six circumstances: (a) the issuer is under any circumstance in which listing
for financing is expressly prohibited by any law, regulation or provision of the PRC, (b) the overseas offering and listing threatens
or endangers the PRC’s national security, (c) the issuer is involved in any major ownership dispute concerning equity, main assets
or core technology, (d) the PRC entity and its controlling shareholder or actual controller have, in the past three years, committed any
criminal offense such as corruption, bribery, embezzlement of property, misappropriation of property or disruption of the order of the
socialist market economy, or are under investigation by the judicial organ for being suspected of committing a crime or under investigation
for being suspected of any major illegality or irregularity; (e) any of the directors, supervisors or senior managers has, in the past
three years, been subject to any administrative penalty and the circumstance is serious, or is under investigation by the judicial organ
for being suspected of committing a crime or being under investigation for being suspected of any major illegality or irregularity; or
(f) there is any other circumstance as determined by the State Council of the PRC. Based on the draft version, we do not see any possible
scenario that the Company will be banned from listing in the US.

On December 18, 2020, the Holding Foreign
Companies Accountable Act (“HFCAA”) became law. Among other things, the HFCAA requires the SEC to identify public companies
that have retained a registered public accounting firm to issue an audit report where that firm has a branch or office that: (1) is located
in a foreign jurisdiction, and (2) the Public Company Accounting Oversight Board (“PCAOB”) has determined that it is unable
to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. PCAOB has identified several
public accounting firms in China and Hong Kong SAR that PCAOB cannot inspect or investigate completely because of a position taken by
that foreign government. The PCAOB has oversight authority over public accounting firms that audit financial results of companies subject
to the Securities Exchange Act of 1934 (the “Exchange Act”). Our auditor, Ernst & Yong Hua Ming LLP (the “Auditor”),
for our 2021 fiscal year audit and currently our public auditor is subject to the determinations announced by the PCAOB on December 16,
2021.

The Amendment No. 1 has been updated
on page 5 under the heading “The Holding Foreign Companies Accountable Act could result in delisting of our common stock from Nasdaq
Capital Market and lack of a readily available market for our common stock” and page 8 “The recent government regulation of
business activities of U.S.-listed Chinese companies may negatively impact our operations.” of the Risk Factor with the above disclosure.

    2

3. Provide a
description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions have been made
to date between the holding company and its subsidiaries,   or to investors, and
quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial
statements.

RESPONSE:   The Company notes that CLPS Incorporation is a holding company
with no operations of its own. We conduct our operations in Mainland China primarily through our subsidiaries in China. As a result,
although other means are available for us to obtain financing at the holding company level, CLPS Incorporation’s ability to pay
dividends to the shareholders and to service any debt that the Company may incur may depend upon dividends paid by our PRC subsidiaries.

The Company provides cash support to
its subsidiaries according its business development plan. For fiscal year 2019, 2020, 2021, the Company provided cash support to its subsidiaries
in China, Singapore and Hong Kong SAR. The amounts were offset when the Company’s consolidated financial statements were prepared.
The balances due from subsidiaries to the Company were US$5.0 million, US$7.1 million, and US$7.6 million as of June 30 for fiscal 2019,
2020 and 2021, respectively, which were reflected in the section “PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION” in
our financial statements for fiscal 2019, 2020, and 2021, respectively.

The subsidiaries have not declared or
paid any cash dividends to the holding company. CLPS Incorporation has not declared or paid any cash dividends to pay any cash dividends
on its ordinary shares.

The Amendment No. 1 has been updated
on page 10 under the heading “Our subsidiaries in China   are subject to restrictions
on paying dividends and making other payments to our holding company” of the Risk Factor and on page 11 under the heading “Cash
Flows through Our Organization” with the above disclosure.

Summary,
page 4

4. Disclose
each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer the securities being registered to foreign investors. State whether you or your subsidiaries 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 your 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 or your subsidiaries
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

RESPONSE:   As referenced in the response the Staff’s Comment #2,
the Company respectfully notes that the Provisions of the State Council on the Administration of Overseas Securities Offering and
Listing by Domestic Companies (the “Provisions”) are still a draft version for public comment, which means that
currently they do not have legally bindingly effect. According to the current draft, the Provisions do not require the Company to submit
an application to the CSRC for approval to continue to be listed overseas.

As referenced in response to Comment
#2, the Company does not receive customer data and personal information from its clients in its day-to-day business operation. According
to the current laws and regulations, we do not believe that there are any prohibitions or material obstacles for the Company to continue
its current business or for the foreign investors to register their securities.

If any of our Company, our subsidiaries
do not receive or maintain the requisite permissions or approvals for our operations, or inadvertently conclude that such permissions
or approvals are not required, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations or
failures, including imposing fines, confiscating our incomes and products that are deemed to have been obtained through illegal operations,
and discontinuing or restricting our operations. It could result in substantial additional costs, adversely affect our ability to conduct
our business, compete with other companies, our financial performance and negatively affect investors’ confidence in our financial
performance and business prospects. Even if such permissions or approvals are ultimately granted, we may not successfully maintain or
renew them and they may be withdrawn. Since applicable laws, regulations, or interpretations for the permissions or approvals may change
and we may be required to obtain additional permissions or approvals in the future, we cannot assure you that we may obtain such permissions
or approvals in a timely manner, or at all. It could result in a material change in our operations and we may be required to recall some
of our current or future products, or even to partially suspend or totally shut down our production. In addition, regulatory changes may
relax certain requirements that could benefit our competitors or lower market entry barriers and increase competition. Furthermore, it
could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of
our securities to significantly decline or become worthless.

    3

5. Provide
a clear description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company and its subsidiaries, and direction of transfer. Quantify any dividends or distributions
that a subsidiary has 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. 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 your businesses, including subsidiaries, to the parent company and U.S. investors.

RESPONSE:   The Company notes that CLPS Incorporation is a holding company
with no operations of its own. We conduct our operations in Mainland China primarily through our subsidiaries in China. As a result,
although other means are available for us to obtain financing at the holding company level, CLPS Incorporation’s ability to pay
dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries.

The Company provides cash support to
its subsidiaries according its business development plan. For fiscal year 2019, 2020, 2021, the Company provided cash support to its subsidiaries
in China, Singapore and Hong Kong SAR. The amounts were offset when the Company’s consolidated financial statements were prepared.
The balances due from subsidiaries to the Company were US$5.0 million, US$7.1 million, and US$7.6 million as of June 30 for fiscal 2019,
2020 and 2021, respectively, which were reflected in the section “PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION” in
our financial statements for fiscal 2019, 2020, and 2021, respectively.

The subsidiaries have not declared or
paid any cash dividends to the holding company CLPS Incorporation has not declared or paid any cash dividends to pay any cash dividends
on its ordinary shares.

The Company does not believe that any
recent new regulations on foreign exchange controls will cause CLPS entities within Mainland

United States securities and exchange commission logo
September 13, 2022
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o Unit 1102, 11th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Registration Statement on Form F-3
Filed August 18, 2022
File No. 333-266951
Dear Mr. Lin:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3
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 in China and that this structure involves unique risks to investors.
Provide a cross-reference to your detailed discussion of these risks.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or

 FirstName LastNameRaymond Ming Hui  Lin
 Comapany NameCLPS Incorporation
 September 13, 2022 Page 2
 FirstName LastNameRaymond Ming Hui  Lin
CLPS Incorporation
September 13, 2022
Page 2
completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to 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. Please disclose 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 will affect
your company. Your prospectus summary should address, but not necessarily be limited
to, the risks highlighted on the prospectus cover page.
3.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date between the
holding company and its subsidiaries, or to investors, and quantify the amounts where
applicable. Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.
Summary, page 4
4.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries 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 your 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
or your subsidiaries (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
5.Provide a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a subsidiary has 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. 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 your businesses, including subsidiaries, to the parent company and U.S.
investors.
6.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

 FirstName LastNameRaymond Ming Hui  Lin
 Comapany NameCLPS Incorporation
 September 13, 2022 Page 3
 FirstName LastNameRaymond Ming Hui  Lin
CLPS Incorporation
September 13, 2022
Page 3
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors
The Holding Foreign Companies Accountable Act could result in delisting..., page 5
7.Please update your discussion of the Holding Foreign Companies Accountable Act to
disclose the Statement of Protocol signed by the PCAOB and the CSRC of the People’s
Republic of China on August 26, 2022.  Please balance the disclosure regarding the
Statement of Protocol by stating that when the PCAOB reassesses its determinations by
the end of 2022, it could determine that it still unable to inspect and investigate
completely audit firms based in China and Hong Kong.
Item 10. Undertakings, page II-1
8.We note that you intend to rely on Section 305(b)(2) of the Trust Indenture Act of 1939 to
designate a trustee on a delayed basis.  Please revise your registration statement to include
the undertaking required by Item 512(j) of Regulation S-K.
Item 9. Exhibits, page II-1
9.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of our Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations.
General
10.We note that your definition of "PRC" and "China" in your Form 20-F for the fiscal year
ended June 30, 2021 excludes Hong Kong and Macau.  Please state clearly in the
prospectus that references to the PRC and China include Hong Kong and Macau.
            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.

 FirstName LastNameRaymond Ming Hui  Lin
 Comapany NameCLPS Incorporation
 September 13, 2022 Page 4
 FirstName LastName
Raymond Ming Hui  Lin
CLPS Incorporation
September 13, 2022
Page 4
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       James Zhang

CORRESP
1
filename1.htm

CLPS Incorporation

c/o Unit 1102, 11th Floor, Millennium City
III

370 Kwun Tong Road, Kwun Tong, Kowloon

Hong Kong SAR

April 7, 2021

VIA EDGAR

Jeff Kauten
 Attorney-Adviser
 United
States Securities and Exchange Commission

 Division of Corporation Finance, Office of Technology
 100 F. Street, N.E.
 Washington,
D.C. 20549

    CLPS Incorporation

    Re:
    Registration Statement on Form F-3

    Filed on March 31, 2021

    File No.
    333-254910

Dear Mr. Kauten:

The Company hereby requests
that the effective date and time of the above referenced Registration Statement be accelerated to 10:00 am on April 9, 2021 or as soon
thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933 (“Act”), as amended.

The
undersigned registrant is aware of its obligations under the Act.

Should
you have any questions regarding this request, please do not hesitate to contact Andrei Sirabionian at (212) 407-4089 of Loeb & Loeb
LLP, counsel to the undersigned registrant.

[Signature Page Follows]

    Very truly yours,

    CLPS Incorporation

    By:
    /s/ Raymond Ming Hui Lin

    Name:
    Raymond Ming Hui Lin

    Title:
    Chief Executive Officer, Director

United States securities and exchange commission logo
April 2, 2021
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o Unit 1102, 11th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re:CLPS Incorporation
Registration Statement on Form F-3
Filed March 31, 2021
File No. 333-254910
Dear Mr. Lin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 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 Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Larry
Spirgel, Office Chief, at (202) 551-3815, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrei Sirabionian, Esq.

CORRESP
1
filename1.htm

CLPS Incorporation

c/o 2nd Floor, Building 18, Shanghai Pudong
Software Park

498 Guoshoujing Road, Pudong, Shanghai 201203

People’s Republic of China

June 18, 2019

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Request for Acceleration

CLPS
Incorporation - Registration Statement on Form F-3

SEC
File No. 333-231812

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Securities Act of 1933, as amended (the “Securities Act”), CLPS Incorporation (the “Company”), respectfully
requests that the effective date of its Registration Statement on Form F-3 (File No. 333-231812) (“Registration Statement”)
be accelerated and that such Registration Statement become effective at 4:30P.M., Washington, D.C. time, on June 20, 2019, or as
soon thereafter as practicable.

    Very
truly yours,

CLPS
Incorporation

/s/
Raymond Ming Hui Lin

Name: Raymond
Ming Hui Lin

Title:
Chief Executive Officer

June 5, 2019
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o 2nd Floor, Building 18, Shanghai Pudong Software Park
498 Guoshoujing Road, Pudong, Shanghai 201203
People’s Republic of China
Re:CLPS Incorporation
Registration Statement on Form F-3
Filed May 29, 2019
File No. 333-231812
Dear Mr. Lin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 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 Mitchell Austin, Staff Attorney, or, in his absence, Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Alec F. Orudjev, Esq.

CORRESP
1
filename1.htm

CLPS
Incorporation

c/o
2nd Floor, Building 18, Shanghai Pudong Software Park

498
Guoshoujing Road, Pudong, Shanghai 201203

People’s
Republic of China

May
22, 2018

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:
    Katherine Wray, Attorney-Advisor

Edwin
S. Kim, Staff Attorney

 Re: Request
                                         for Acceleration

CLPS
Incorporation - Registration Statement on Form F-1

SEC
File No. 333-223956

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), CLPS Incorporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form F-1 (File No. 333-223956) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 5:00P.M., Washington, D.C. time, on
May 23, 2018, or as soon thereafter as practicable.

    Very
    truly yours,

    CLPS
    Incorporation

    /s/
    Raymond Ming Hui Lin

    Name: Raymond
    Ming Hui Lin

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

The Benchmark Company, LLC

150 E 58th Street, 17th Floor

New York, New York 10155

May 22, 2018

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention: Katherine Wray

    Re:
    CLPS Incorporation

    Registration Statement on Form F-1

    (File No. 333-223956)

Dear Ms. Wray:

Acting on behalf of the several underwriters,
The Benchmark Company, LLC (“Benchmark”) hereby joins in the request of CLPS Incorporation that the effective
date of the above-captioned Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time,
on May 23, 2018, or as soon thereafter as practicable.

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), the undersigned affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

        Very Truly Yours,

    By:  The Benchmark Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:
    Michael S. Jacobs

    Title:
    Head of Equity Capital Markets

CORRESP
1
filename1.htm

    Schiff
    Hardin LLP

    901 K Street NW

    Suite 700

    Washington, DC  20001

    T 202.778.6400

    F 202.778.6460

    schiffhardin.com

    March 27, 2018
    Alec F. Orudjev

    (202) 724.6846

    aorudjev@schiffhardin.com

VIA SEC EDGAR

Mail Stop #4561

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:       Katherine
Wray, Attorney-Advisor

 Edwin Kim, Staff Attorney

Re:         CLPS
Incorporation

 Registration Statement
on Form F-1

Submitted on March 27, 2018

CIK No. 0001724542

Dear Ms. Wray:

This letter
sets forth the responses of CLPS Incorporation (the “Company”) to the comment letter, dated February 23, 2018, of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s prior submission. This letter and Registration Statement
on Form F-1 (the “Registration Statement”) are being filed with the Commission electronically today. For the
convenience of the Staff, each of the Staff’s comments is reproduced below and followed by the corresponding response
of the Company.

Our Business

Solution Services, page 59

1. We note your response to prior comment
5 regarding your technology solutions products that are based on block chain technology. You disclose that you “have developed
a loyalty reward solution based on a block chain platform and implemented this solution with several China-based banks.”
However, you do not identify the banks that have implemented your solution, nor have you described how they have implemented your
rewards programs, how the programs use block chain technology to record transactions, prevent fraud or abuse, and enable the banks
or its customers to access, receive or use such rewards. Please revise your disclosure accordingly.

March 27, 2018

 Page 2

Response:
        In response to the Staff’s comment, the Company has amended the disclosures
in question appearing on pp. 2 and 59 to read, in part, as follows:

We have been working with a number
of Chinese domestic banks to assist them in leveraging block chain technology. Using this technology, a loyalty reward solution
was developed allowing domestic banks to track and trace transactions in real-time. It was recently implemented in Jiangnan Rural
Commercial Bank. Also, the pilot phase of this solution was completed for Taicang Rural Commercial Bank.

The solution sets up a consortium
chain platform using block chain technology. When a bank or a merchant joins the consortium, it becomes a node of the consortium
chain. This allows the bank’s customers to manage and use their rewards among different banks and merchants, as well as share
rewards among different customers. There are four layers in the overall architecture in this solution which includes the block
chain core layer, the block chain SDK layer, the application system layer and the front-end layer. The consensus mechanism, P2P
protocol, distributed ledger and storage mechanism of core layer are used to record transactions and prevent fraud.

We will continue to develop our
new IT solutions to meet the evolving needs of our Chinese and global financial institutional clientele drawing upon the forward-looking
research of our R&D center.

**************

Please feel free to contact the undersigned
at 202-724-6846 with any questions.

    Very truly yours,

    /s/ F. Alec Orudjev

    Cc:
    Xiao Feng Yang, Chairman, CLPS

    Raymond Ming Hui Lin, Chief Executive Officer, CLPS

    Tian van Acken, Chief Financial Officer, CLPS

    Ralph V. De Martino. Esq., Schiff Hardin LLP

Mail Stop 4561
March 15 , 2018

Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o 2nd Floor, Building 18, Shanghai Pudong Software Park
498 Guoshoujing Road, Pudong, Shanghai 201203
People’s Republic of China

Re: CLPS Incorporation
  Amendment No. 2  to
Draft Registration Statement on Form F -1
  Submitted February 23 , 2018
  CIK No. 0001724542

Dear Mr. Lin:

We have reviewed your amended draft registration statement  and have the following
comment.  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 dra ft 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 review ing the information you provide in response to this comment  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.   References to prior comments refer to our comment letter dated February 16 , 2018.

Our Business

Solution Services, page 59

1. We note your response to prior comment 5 regarding your technology solutions products
that are based on block chain technology.   You disclose that you “have developed a
loyalty reward solution based on a block chain platform and implemented this solution
with several China -based banks.”   However , you do not identify the banks that have
implemented your solution , nor have you described  how they have implemented your
rewards programs, how the programs use block chain technology to record transactions,

Raymond Ming Hui Lin
CLPS Incorporation
March 15 , 2018
Page 2

 prevent fraud or abuse, and enable the banks or its customers to access, receive or use
such rewards.   Please revise your disclosure accor dingly.

You may contact Morgan Youngwood, Staff Accountant, at (202) 551 -3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin  Kim, Staff
Attorney, at (202) 551 -3297 or me at (202) 551 -3483 with any other questions.

Sincerely,

 /s/ Katherine Wray

 Katherine Wray
 Attorney -Advisor
Office of Information
        Technologies and Services

cc: F. Alec Orudjev, Esq.
Schiff Hardin LLP

Mail Stop 4561
February 16 , 2018

Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o 2nd Floor, Building 18, Shanghai Pudong Software Park
498 Guoshoujing Road, Pudong, Shanghai 201203
People’s Republic of China

Re: CLPS Incorporation
  Amendment No. 1 to
Draft Registration Statement on Form F -1
  Submitted January 19, 2018
  CIK No. 0001724542

Dear Mr. Lin:

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.   References to prior comments refer to our comment letter dated January 4, 2018.

Facing Page

1. Further to  prior comment 1, please advise why you have checked the box that your
offering will be made on a delayed or continuous based pursuant to Rule 415.

Prospectus Summary

General

2. We note the list of risks and uncertainties relating to your company and business
identified at the bottom of page 6.  Please insert an appropriate heading to this subsection,

Raymond Ming Hui Lin
CLPS Incorporation
February 16 , 2018
Page 2

 to distinguish it from the subsection above captioned “Our Competitive Strengths .”  In
addition, please expand the bullet point regarding your “reliance on a relatively small
number of major clients” to reflect that a single customer accounted for 38.6% and 59.2%
of your total revenue for fiscal years 2017 and 2016, respectively.  We note in this regard
your response to prior comment 21 stating that you believe that for the foreseeable future
you will continue to derive a significant portion of your revenues from a small number of
major clients.

Our Business

Corporate History and Background, page 53

3. We note your responses to prior comments 19 and 31 regarding your reorganization
transactions in 2017.  On page 54, you provide a diagram of ChinaLink Professional
Services, Co. Ltd (“CLPS Shanghai”) as it existed prior to your reorgan ization
transactions in 2017.  Your current organization structure is provided on page 7 of your
prospectus showing CLPS Shanghai as a wholly -owned subsidiary of CLPS Inc. through
several holding companies, Qinheng Co. Ltd (“Qinheng”), Shanghai Qincheng
Information Technology Co., Ltd. (“CLPS QC (WOFE)”), and Qiner Co. Ltd. (“Qiner”).
Please revise to describe the transactions that resulted in Qinheng, CLPS QC (WOFE),
and Qiner, and CLPS Inc. ultimately, acquiring CLPS Shanghai.  Your narrative
discussion on pages 53 and 54 omits the October 31, 2017 and No vember 2, 2017 equity
transfers, briefly discuss ed on pages 40 and 81 , which  resulted in CLPS QC (WOFE) and
Qiner owning  CLPS Shanghai and CLPS Inc. owning  Qiner.  Your revised disclosure
should provide a  more detailed description of the November 2, 2017 equity transfer s and
all of the material terms of the three  Share Purchase Agreements entered in to in August
2017 and briefly mentioned on page 54.  In addition, please consider including a diagram
of your  current organizational structure at the end  of this section to add clarity and
include headings for both diagrams to clarify which is your historical structure and which
is your current structure.

4. We note your response to prior comment 20 regarding the operations of your wholly
owned subsidiaries and equity interests.  Your revised disclosure indicates whether each
entity provides  both consulting and solutions or only consulting.  Please expand your
disclosure to provide more detail about  the nature of the consulting or solutions each
entity provides.  To the extent possible, clarify  if and  how the operations of each entity
differ from one another.

Solution Services, page 58

5. We note that your technology solutions include products based on blockchain  technology.
Please provide us with a detailed explanation of these blockchain -related solutions, in
particular the loyalty rewards solution based on blockchain technology that you have
developed and implemented at several Chinese banks.

Raymond Ming Hui Lin
CLPS Incorporation
February 16 , 2018
Page 3

Government Regul ation, page 70

6. We note your response to prior comment 9 regarding your lack of qualification
certificates from the Ministry of Industry and Information Technology  for companies that
engage in systems integration .  Please revise  your disclosure in this sec tion to clarify , as
stated in your response,  that you do not maintain such certificates and do not engage in
the system s integration business.  Further, please clarify in an appropriate place in the
filing the differences between  the system s integration bu siness that requires qualification
by MIIT and  your services that you describe as “system design, planning and integration
based on customers’ specific needs,” on page 47.  In addition, we  note your statement on
page 24 that companies “planning to set up information systems may only retain systems
integration companies with appropriate qualification certificates;” please clarify whether
any systems integration companies you have retained possess the appropriate certificates.

Related Party Transactions, pa ge 81

7. We note your response to prior comment 28 regarding your related party transactions
from the fiscal year ended June 30, 2015.  Please further revise  your disclosure  to provide
a descript ion of the material terms of any agreements related to the  amou nts due from Mr.
Yang and Mr. Lin, $353,011 and $1,094,367, respectively , as of June 30, 2015.  If these
were  advances or loans, please clarify.

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F -14

8. We note from your response to prior comment 38 that you use the best estimate of selling
prices of the solution development services and PCS (and specific service  if applicable)
as the basis of revenue allocation.   Please clarify if any of your arrangements are within
the scope of ASC 985 -605.  If so, explain how you considered the guidance in ASC 985 -
605 to allocate fair value to the various elements in these arra ngements. We refer you to
ASC 985 -605-25-6 and 25 -9.

Raymond Ming Hui Lin
CLPS Incorporation
February 16 , 2018
Page 4

 You may contact Morgan Youngwood, Staff Accountant, at (202) 551 -3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial stateme nts and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551 -3297 or me at (202) 551 -3483 with any other questions.

Sincerely,

 /s/ Stephen Krikorian for

 Katherine Wray
 Attorney -Advisor
Office of Information
        Technologies and Services

cc: F. Alec Orudjev, Esq.
Schiff Hardin LLP

Mail Stop 4561
January 4, 2018

Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
c/o 2nd Floor, Building 18, Shanghai Pudong Software Park
498 Guoshoujing Road, Pudong,  Shanghai 201203
People’s Republic of China

Re: CLPS Incorporation
Confidential Draft Registration Statement on Form F -1
  Submitted December 8, 2017
  CIK No. 0001724542

Dear Mr. Lin:

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 registratio n 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.

Facing Page

1. Please advise u s why you checked the box that your offering will be made on a delayed
or continuous basis pursuant to Rule 415.  We note, for example, that there is no selling
shareholder or resale offering disclosed in your registration statement.   Further, given that
you do not appear to be registering a resale offering, explain the reference to “[r]esales of
common stock issuable upon exercise of the underwriter warrants” in footnote 3 to the
fee table.

Prospectus Cover Page

2. Please revise to disclose the  anticipate d beneficial ownership of your  common stock by
Chairman Xiao Feng Yang and CEO Raymond Ming Hui Lin on your prospectus cover
page after your initial public offering.  In addition, advise  whether you will be a
“controlled company” under NASDAQ Capital Marke ts rules following this offering.   If
so, provide corresponding disclosure where appropriate , including on the cover page and

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 2

 in your risk factor and management sections, and clarify whether you will take advantage
of any controlled company exemptions  from  corporate governance rules.

Table of Contents, page i

3. Please re -locate the last two paragraphs on page i and the glossary appearing on page ii so
that the prospectus summary more immediately follows the table of contents.  For
example, consider moving t his text so that it appears after the summary.

Prospectus Summary

Our Company, page 2

4. Please revise to clarify the extent to which  you provide proprietary software solutions to
your Consulting Services clients.  On page one, you reference “turn -key financial
solutions,” “sales and delivery platforms for IT services and solutions,” and a “common
platform.”  Please clarify what you mean by these terms and whether your services to
your banking and credit card clients involve the use of your software by your clients or if
you are referring solely to developer tools used by your clients.  For example, it is unclear
whether you r Consulting Services involve clients hiring your employees as outsourced IT
software developers to build or modify their own propri etary systems or  to implement
your own software systems.

Industry and Market Background, page 3

5. On page 4 of your prospectus summary, you provide a diagram of the IT Solutions in
Banking Industry, which includes four types of solutions and many sub -solut ions.  Please
revise to clarify which of these categories of solutions you compete in.  In this regard, we
note that under the Business Type Solutions, there are two categories called “Core
Banking System” and “Credit Card Operating System.”  To the extent  your Consulting
Services line of business encompasses a broader set of markets, please clarify.   As you
know, the summary should be brief and should highlight only the key aspects of the
company and the offering.  Refer to Item 503(a) of Regulation S -K.

Our Corporate Structure, page 7

6. Please clarify if your cross -reference to “Our Corporate Structure” to a later portion of
your prospectus, with more details of your corporate history, is referring to the Corporate
History and Background subheading on page  52 or if you will provide a new “Our
Corporate Structure” section in  a subsequent amendment.  We were unable to find an
“Our Corporate Structure” section outside of the prospectus summary.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 3

 Risk Factors

Risks Relating to Our Corporate Structure

 We wil l likely not pay dividends in the foreseeable future, page 22

7. This risk factor indicates that you have not previously paid any cash dividends, but
disclosures on page 45 and F -7 indicate that you paid dividends to existing shareholders
during fiscal 2017 and 2016.  Please advise or revise as appropriate.

Risks Related to Doing Business in China, page 23

General

8. We note from your disclosures that the majority of your operations are conducted in
China.  Please expand y our risk factor disclosures to address the risk  that U.S. regulators’
ability to conduct investigations and inspections within China is limited .

Substantial uncertainties exist with respect to the enactment timetable and final ..., page 23

9. This risk factor states  that wastewater treatment products are not currently subject to the
foreign investment restrictions set forth in the Catalogue of Industries for Guiding
Foreign Investment.  Please revise to clarify the relevance of this disclosure and revise to
disclose how such MOFCOM regulations affect the service lines of CLPS.   We note in
this regard the disclosure on page 70 stating that under applicable PRC regulations, IT
services fall into the category of industries in which foreign investment is encouraged.

Use of Proceeds, page 34

10. You indicate that approximately 40% of your net offering proceeds are intended to  be
used for global expansion.  Please clarify what you mean by “global expansion,” such as
if this term  refers to opening new or expanding existing lo cations, expanding sales and
marketing, entering new markets in countries outside of China, and/or acquiring new
companies or entering into strategic alliances or joint ventures.

11. Please clarify whether any offering proceeds will be used to retire the amou nts owed to
your senior management  or other related parties that are disclosed on pages 81 and F -26.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview of Company, page 38

12. On page 39, you indicate that you “derive a substantial portion of [y]our revenues” in
China.  Please revise to clarify the amount of revenue that you generate outside of China.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 4

Factors Affecting Our Results of Operations, page 40

13. You describe that you r results of operations are significantly affected by your ability:
(i) to obtain new clients and repeat business from existing clients; (ii) to expand your
portfolio of service offerings; and (iii) to attract, retain and motivate qualified employees.
Further on page 15, you disclose that your utilization levels significantly impact your
gross margins and profitability.  Please advise us whether senior management uses key
operating metrics or similar measures  relating to these factors in managing your busi ness,
and if so, provide appropriate disclosure to the extent material to an understanding of
your results of operations .

Results of Operations

For the Years Ended June 30, 2017 and 2016 , page 40

14. We note from your disclosures on page 40 that your ability to obtain new clients, as well
as your ability to maintain and increase business from your existing clients, is one of the
most significant factors that affect your business and results of operatio ns.   We further
note from your disclosures that your ability to expand your portfolio of service offerings
is also one of the most significant factors that affect your business and results of
operations.  Please revise your disclosures  to discuss the incr ease in revenues attributable
to both new and existing clients as well as the increase in revenues attributable to both
new and existing service offerings.  R efer to Item 5.A of Form 20 -F and Section III.D of
SEC Interpretive Release  No. 33-6835.

Revenue, page 41

15. On page 41, you disclose that 92.9% of your fiscal year 2017 revenue is derived from IT
consulting service and a “majority of [y]our time -and-expense contracts are generated by
[y]our IT consulting service for clients in the financial ser vices industry.”  Please revise
to provide more specificity as to the percentage or amount of your IT consulting service
revenue that is  billed through time -and-expense contracts.  Similarly, please clarify what
you mean by “most of our clients in the fina ncial industry are international banks” by
providing  a more quantified description.

16. In the third paragraph on page 42 , you state that your IT consulting services business
“significantly increased by 99.1 % to $1.8 million .”  Th e reference here to “IT co nsulting
services”  appears to be in error and these amounts refer  instead  to your Customized IT
Solution Service line of business.  Please revise as appropriate.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 5

 Liquidity and Capital Resources, page 44

17. Please revise to disclose material amounts of cash disaggregated by currency
denomination as of the most recent balance sheet date in each jurisdiction in which your
affiliated entities are domiciled.  Further, please disclose any restrictions on foreign
exchange and your ability to transfer cash between e ntities and to any U.S. investors.
Refer to Item 5.B of Form 20 -F.

18. Please revise your disclosures to focus on the primary drivers of and other material
factors necessary to an understanding of your underlying cash flows and the indicative
value of histo rical cash flows.   As an example, please revise  to disclose your days sales
outstanding at each balance sheet date and the impact it has on your cash flows.  Refer to
Item 5.B.1 of Form 20 -F.

Our Business

Corporate History and Background , page 52

19. Please revise to provide a more detailed description of the reorganization transaction,
including descriptions of the specific transactions and agreements used to accomplish
your current Cayman Islands holding company structure.  Before -and-after-the-
reorg anization organization charts may add clarity.  We note in this regard the
organization chart presented on page 7.

20. On page 53, you list your  four wholly owned subsidiaries and equity interests in six PRC
or Hong Kong limited liability companies.  Please  revise to describe  briefly the activities
or operations that are conducted  by each of these entities , and clarify if any of them
contribute a material amount of  your total  revenue.

Customers, page 61

21. In a risk factor on page 12, you disclose that a sin gle customer accounted for 38.6% and
59.2% of your total revenue for the fiscal years 2017 and 2016, respectively.  Please
revise to provide a more detailed description of your relationship with this customer,
including which types of services are provided , the billing method(s) for you
agreement(s), and whether such agreement(s) involve long term contracts or
arrangements.  Also, please advise us  whether you have any material agreements  with
this client  upon which you are substantially dependent.  Refer  to Item 601(b)(10) of
Regulation S -K.

22. On page 1, you provide the names of “Technology” clients, such as ebay, Fair Isaac
Information Technology, Sony, and Novartis.  Please clarify whether these Technology
clients are customers of your Solution Services l ine of business.  Further, please clarify
the extent to which your banking and credit card Consulting Services clients are also

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 6

 clients of your Solutions Services line of business.  We note that you disclose on page 42
that part of your business strategy i s cross -selling your services.  Clarify , where
appropriate, whether this cross -selling strategy is referring to Consulting Services clients
also becoming Solution Services clients, or if you are referring to cross -selling products
within the respective lin e of business.

Regulation

Regulation Relating to PRC Information Technology Service Industry, page 70

23. Please clarify whether you or your subsidiaries have received the qualification certificates
from the Ministry of Industry and Information Technology for companies in China that
engage in system integration.

Management, page 73

24. Please advise us whether you have any additional member of senior management or
employees upon whom you are dependent, pursuant to Item 6.A of Form 20 -F.  In this
regard, we note your statement on page 12 that your success depends substantially on the
continued services of your senior executives and other key employees.

25. You refer to Chairman Xiao Feng Yang as the “founder chairman of the Company” and
refer to him as a founder  throughout your prospectus.  Please clarify why you refer to Mr.
Yang as a founder.  In your corporate history disclosures, you state that Jingsu Pan and
Xiaochung Deng established your primary operating s ubsidiary , CLPS Shanghai, in
August 2005.  It appe ars Mr. Yang first acquired a controlling interest in CLPS Shanghai
on October 13, 2013, years after CLPS Shanghai commenced operations.

26. Please revise to clarify whether you are exempt from any exchange corporate governance
rules due to your status as a  foreign private issuer and/or a controlled company, and
whether you are  nevertheless  voluntarily complying with such rules.  Further, clarify
whether any of your corporate governance practices differs from those required under
exchange listing requirement s for domestic companies.

27. You disclose on page 74 that your directors are not subject to a term of office.  In both
your management and risk factors sections, please clarify, if true, that there is no
requirement for annual election of directors.  We no te that you disclose on page 81 you
reference a director election at your “next annual meeting,” but shareholder meetings
only “may be held annually” on page 83.  To the extent that you will hold annual
meetings and director elections voluntarily or pursua nt to the rules of the exchange rules,
please clarify.

Raymond Ming Hui Lin
CLPS Incorporation
January 4, 2018
Page 7

 Related Party Transactions, page 81

28. The introductory paragraph to this section states that you are providing disclosure of
related party transactions since July 1, 2015.  Please revise to ensure tha t you provide the
required information covering your past three fiscal years and the ensuing period.  Refer
to Item 7.B of Form 20 -F.

29. We note that you disclose a balance of $1,722,711 and $1,140,975 due to your CEO
Raymond Ming Hui Lin at the end of the fiscal years 2017 and 2016, respectively.  The
footnote on page 81 references this amount is related to unpaid bonuses, dividends,
wages , and other benefits to your executives.  Please revise to provide more detail of the
transactions that  resulted in  this related party balance.  We note, for example, that  the
amount of  these related party liabilities greatly exceeds the total executive co mpensation
paid to Mr. Lin in fiscal year 2016 , as disclosed on page 78 .

30. On page 44 of your Liquidity and Capital Resources section, you disclose that you have
historically funded your working capital needs from operations, advance payments from
customers  and shareholders, and “related party advances.”  Please clarify whether any of
these related party advances have occurred in the past three  fiscal years and are related
party transactions that are required to be disclosed pursuant to Item 7 .B of Form 20 -F.

31. Please clarify whether any of the transactions or agreements related to your 2017
reorganization constitute related