SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 1, 2025

Huisen Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People s Republic of China 325025

 Re: Huadi International Group Co., Ltd.
 Form 20-F for the Fiscal Year ended September 30, 2024
 File No. 001-39904
Dear Huisen Wang:

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

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Huadi International Group Co., Ltd.

 March 27, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 SiSi Cheng

 Anne McConnell

 Re:
 Huadi International Group Co., Ltd.

 Form 20-F for the Fiscal Year ended September 30, 2024
 File No. 001-39904

 Dear Ms. Cheng and Ms. McConnell:

 This letter is being submitted in response to
the letter dated February 27, 2025 from the U.S. Securities and Exchange Commission (the " Commission ") in which the
staff of the Commission (the " Staff ") commented on the above-referenced Form 20-F for the Fiscal Year ended September
30, 2024 (the " Form 20-F ") submitted by Huadi International Group Co., Ltd. (the " Company ") on
January 30, 2025. On the date hereof, the Company has submitted an amendment to the Form 20-F (" 20-F/A "). We set forth
below in bold the comment in your letter relating to the 20-F followed by our response to the comment.

 Form 20-F for the Fiscal Year ended September
30, 2024

 Part 1, page 1

 1. It
is not clear to us why you removed the specific and prominent disclosures that were previously requested and provided in the forepart
of your FY21 Form 20-F/A and FY22 Form 20-F related to legal and operational risks associated with China-based companies. Please revise
your filing to prominently disclose the following in an Overview under Part I:

 ●
 Disclose you are not a Chinese operating company but a Cayman Islands holding company that does not conduct operations, that your operations are conducted by your subsidiaries based in China, and that this structure involves unique risks to investors. Provide a cross-reference to your detailed discussion of risks facing the company as a result of this structure.

 ●
 Provide disclosures about the legal and operational risks associated with being based in and 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 your ordinary shares 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.

 ●
 Provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under your operating structure. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and the 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, their source, and their tax consequences. Your disclosures should make it clear if no transfers, dividends, or distributions have been made to date by stating that fact. Also, describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company and U.S. investors.

 ●
 Disclose the risks that your corporate structure and being based in or having the majority of operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussions of these risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 ●
 Disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer securities 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 or your subsidiaries' operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. 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: In response to the Staff's comment,
the Company has revised the 20-F/A to disclose the legal and operational risks
associated with being a China-based company. Specifically, we have included the following disclosures:

 ●
 We have disclosed on page 1 of the 20-F/A that the Company is not a Chinese operating company but a Cayman Islands holding company with no material operations of its own, and that our business is conducted through our subsidiaries based in China, which presents unique risks to investors, with a cross-reference provided to the detailed discussion of risks arising from this structure.

 ●
 We have disclosed on pages
 2 and 17-29 of the 20-F/A detailed information regarding the legal and operational risks associated with being based in and having
 the majority of our operations in China, including the potential for material changes to our operations and/or the value of our
 ordinary shares, as well as the possibility of limitations or prohibitions on offering securities to investors due to actions by the
 Chinese government, such as those related to data security or anti-monopoly regulations.

 ●
 We have disclosed on page 3 of the 20-F/A clear description of how cash is transferred through our organization, including quantification of any past transfers of cash or assets between the Cayman holding company and its subsidiaries, any dividends or distributions made to date (with the direction, source, and related tax consequences of such transfers), a statement that no transfers or dividends have been made to U.S. investors to date, and a description of restrictions on foreign exchange, cross-border transfers, and the distribution of earnings.

 2

 ●
 We have disclosed on pages 17-29 of the 20-F/A the significant regulatory, liquidity, and enforcement risks posed to investors by our corporate
structure and operations in China, including risks related to China's legal system, rapidly changing rules and regulations, and
the potential for governmental intervention in our operations, with specific cross-references to detailed risk factor discussions.

 ●
 We have disclosed on pages 17, 47, and 48 of the 20-F/A the permissions or approvals required from Chinese authorities to operate our business
and offer securities to foreign investors, stated whether we or our subsidiaries are subject to oversight by the CSRC, CAC, or other authorities,
confirmed whether we have received all necessary approvals, and discussed the consequences of not receiving or maintaining such permissions
or approvals.

 2.
 We note your risk factor on page 25 regarding the difficulty in enforcing judgements against you. Please revise your filing to include a separate Enforceability section that discloses the difficulty of bringing actions and enforcing judgements against you and your officers and directors given they are located in China.

 RESPONSE: In response to the Staff's comment,
we have revised our 20-F/A to include a separate section titled "Enforceability of Civil Liabilities," disclosed on page 4
of the 20-F/A.

 Should you have additional questions regarding
the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Mengyi "Jason" Ye, Esq.
or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Very truly yours,

 /s/ Huisen Wang

 Huisen Wang, Chief Executive Officer

 3

CORRESP
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 filename1.htm

 Huadi International Group Co., Ltd.

 March 12, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 SiSi Cheng

 Anne McConnell

 Re:
 Huadi International Group Co., Ltd.

 Form 20-F for the Fiscal Year ended September 30, 2024
 File No. 001-39904

 Dear Ms. Cheng and Ms. McConnell:

 This letter is being submitted in response to
the letter dated February 27, 2025 from the U.S. Securities and Exchange Commission (the " Commission ") in which the
staff of the Commission (the " Staff ") commented on the above-referenced Form 20-F for the Fiscal Year ended September
30, 2024 (the " Form 20-F ") submitted by Huadi International Group Co., Ltd. (the " Company ") on January
30, 2025.

 The Company is actively working with its internal
teams and external advisors to prepare an amendment to the Form 20-F and a response letter addressing the Staff's comments. Accordingly,
the Company respectfully requests a 14-calendar-day extension to submit its response no later than March 27, 2025.

 Should you have additional questions regarding
the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Mengyi "Jason" Ye, Esq.
or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Very truly yours,

 /s/ Huisen Wang

 Huisen Wang, Chief Executive Officer

February 27, 2025
Huisen Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Re:Huadi International Group Co., Ltd.
Form 20-F for the Fiscal Year ended September 30, 2024
File No. 001-39904
Dear Huisen Wang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            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.
Form 20-F for the Fiscal Year ended September 30, 2024
Part 1 , page 1
It is not clear to us why you removed the specific and prominent disclosures that were
previously requested and provided in the forepart of your FY21 Form 20-F/A and
FY22 Form 20-F related to legal and operational risks associated with China-based
companies. Please revise your filing to prominently disclose the following in an
Overview under Part I:
•Disclose you are not a Chinese operating company but a Cayman Islands holding
company that does not conduct operations, that your operations are conducted by
your subsidiaries based in China, and that this structure involves unique risks to
investors. Provide a cross-reference to your detailed discussion of risks facing the
company as a result of this structure.
Provide disclosures about the legal and operational risks associated with being
based in and having the majority of the company’s operations in China. Your
disclosure should make clear whether these risks could result in a material change •1.

February 27, 2025
Page 2
in your operations and/or the value of your ordinary shares 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.
•Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under your
operating structure. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company and its subsidiaries, and the
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, their source, and their tax consequences. Your disclosures should make
it clear if no transfers, dividends, or distributions have been made to date by
stating that fact. Also, describe any restrictions on foreign exchange and your
ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S.
investors.
•Disclose the risks that your corporate structure and being based in or having the
majority of operations in China poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to
the more detailed discussions of these risks. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can
change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations
and/or the value of your securities. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly
decline or be worthless.
Disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer securities 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 or your subsidiaries’ operations, and state
affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied. Also, describe the •

February 27, 2025
Page 3
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.
2.We note your risk factor on page 25 regarding the difficulty in enforcing judgements
against you. Please revise your filing to include a separate Enforceability section that
discloses the difficulty of bringing actions and enforcing judgements against you and
your officers and directors given they are located in China.

            In closing, 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 SiSi Cheng at 202-551-5004 or Anne McConnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong
Street, Longwan District,

Wenzhou, Zhejiang
Province

People’s
Republic of China 325025

October 19, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Bradley Ecker

    Re:
    Huadi International Group Co., Ltd.

    Registration Statement on Form F-3

    Filed June 28, 2022

    File No. 333-265882

Dear Mr. Ecker:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Huadi International Group Co., Ltd. hereby requests the Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 to
become effective on October 21, 2022, at 5:00 PM Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant
acknowledges that:

    ●
    should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

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

    Sincerely yours,

    Huadi International Group Co., Ltd.

    By:
    /s/ Huisen Wang

    Huisen Wang

    Chief Executive Officer & Chairman of the Board

CORRESP
1
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HUADI INTERNATIONAL GROUP CO., LTD.

Tianzhong Street, Longwan District

Wenzhou, Zhejiang Province

People’s Republic of China 325025

October 7,
2022

Via Edgar Correspondence

Bradley Ecker

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
     Huadi International Group Co., Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
July 22, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Huadi
International Group Co., Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited
SEC’s comments in this response and numbered them accordingly.

Form F-3 filed June 28, 2022

Cover page

    1)
    On your cover page, clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Throughout your prospectus, refrain from using terms such as “we” or “our” when describing activities or functions of a PRC-based subsidiary. For example, disclose, if true, that your subsidiaries conduct operations in China and that the holding company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the draft to disclose how we refer to the holding company and
subsidiaries when providing the disclosure throughout the document. We have refrained from using terms such as “we” or “our”
when describing activities or functions of a PRC-based subsidiary.

We have also disclosed that our subsidiaries conduct
operations in China and that the holding company does not conduct operations, and we clearly disclosed the entity (including the domicile)
in which investors are purchasing an interest, as follows on the cover page of the prospectus:

“Huadi International is a Cayman Islands
incorporated holding company and it does not conduct operations. Huadi International conducts business through its subsidiaries in China.
Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of a Cayman Islands
holding company with operations conducted by its subsidiaries.”

    2)
    On your cover page, provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed under your agreements. State whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, or to investors, and quantify the amounts where applicable.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have included on the cover page and provided a description of how cash is
transferred through our organization and disclose our intentions to distribute earnings or settle amounts owed under our agreements. We
have also stated whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries,
or to investors, and quantify the amounts where applicable. Such description has been provided on second page of the Cover Page as follows:

“Our equity structure is a direct holding
structure. Within our direct holding structure, the cross-border transfer of funds within our corporate entities is legal and compliant
with the laws and regulations of the PRC. After the foreign investors’ funds enter Huadi International, the funds can be directly
transferred to the PRC operating companies through its subsidiaries. Specifically, Huadi International is permitted under the Cayman Islands
laws to provide funding to our subsidiaries in the PRC, Hong Kong and through loans or capital contributions without restrictions on the
amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Our subsidiary in
the Hong Kong is also permitted under the laws of Hong Kong to provide funding to Huadi International through dividend distribution without
restrictions on the amount of the funds. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out
of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date of this
prospectus, there have not been any transfers, dividends or distributions made between the holding company, its subsidiaries, and to investors.
Furthermore, as of the date of this prospectus, no cash generated from one subsidiary is used to fund another subsidiary’s operations
and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries. We have also not installed
any cash management policies that dictate the amount of such funds and how such funds are transferred. For the foreseeable future, we
intend to use the earnings for our business operations and as a result, we do not intend to distribute earnings or pay any cash dividends.
See “Transfers of Cash Between Our Company and Our Subsidiaries” on page 3 of the 2021 Annual Report and on page 8
of the Prospectus Summary.”

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.

    Huadi International Group Co., Ltd.

    /s/ Huisen Wang

    Name:
    Huisen Wang

    Title:
    Chief Executive Officer & Chairman of the Board

United States securities and exchange commission logo
July 25, 2022
Huisen Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street
Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Form 20-F for the Fiscal Year Ended September 30, 2021
Filed February 2, 2022
File No. 001-39904
Dear Mr. Wang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 22, 2022
Huisen Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Re:Huadi International Group Co., Ltd.
Registration Statement on Form F-3
Filed on June 28, 2022
File No. 333-265882
Dear Mr. Wang:
            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.
Form F-3 filed June 28, 2022
Cover Page
1.On your cover page, clearly disclose how you will refer to the holding company and
subsidiaries when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Throughout your prospectus, refrain from using terms
such as “we” or “our” when describing activities or functions of a PRC-based subsidiary.
For example, disclose, if true, that your subsidiaries conduct operations in China and that
the holding company does not conduct operations. Disclose clearly the entity (including
the domicile) in which investors are purchasing an interest.

 FirstName LastNameHuisen Wang
 Comapany NameHuadi International Group Co., Ltd.
 July 22, 2022 Page 2
 FirstName LastName
Huisen Wang
Huadi International Group Co., Ltd.
July 22, 2022
Page 2
2.On your cover page, provide a description of how cash is transferred through your
organization and disclose your intentions to distribute earnings or settle amounts owed
under your agreements. State whether any transfers, dividends, or distributions have been
made to date between the holding company, its subsidiaries, or to investors, and quantify
the amounts where applicable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bradley Ecker at (202) 551-4985 or Asia Timmons-Pierce at (202) 551-
3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District

Wenzhou, Zhejiang Province

People’s Republic of China 325025

May 16, 2022

Via Electronic Mail

SiSi Cheng

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

    Re:
    Huadi International Group Co., Ltd. (the “Company”)

To whom it may concern:

This letter is in response to the letter dated
April 18, 2022 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Huadi
International Group Co., Ltd. (the “Company”, “we”, and “our”). For ease of reference, we have recited
SEC’s comments in this response and numbered them accordingly. An amended 20-F (the “Form 20-F/A”) is being submitted
to accompany this letter.

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

Part 1

Item 3.

Key Information Overview, page 1

    1)
    In an overview under Item 3, please disclose prominently that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries based in China and that this structure involves unique risks to investors. Please also provide a cross-reference to your detailed discussion of risks facing the company as a result of your structure.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised page 1 in the Form 20-F/A to disclose that we are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by our subsidiaries based in China. In addition, we also
provide a cross-reference to our detailed discussion of risks facing the company as a result of our structure on page 1.

    2)
    In an overview under Item 3, please provide prominent disclosure about the legal and operational risks associated with being based in and 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 your ordinary shares 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 an U.S. or other foreign exchange. Please also 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 (HFCAA) and related regulations will affect your company.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised page 2 in the Form 20-F/A thereto and updated our disclosure
to reflect the recent development and related risk in pursuant to the HFCAA; we also disclosed that our auditor, TPS Thayer, is headquartered
in Sugar Land, Texas, and is subject to inspection by the PCAOB on a regular basis Therefore, we believe our auditor is not subject to
the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021
under “Item 3- Overview-The Holding Foreign Companies Accountable Act” on page 1 with cross reference to Risk Factors
— Risks Related to Doing Business in China – The recent joint statement by the SEC and PCAOB, proposed rule changes submitted
by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging
market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.
These developments could add uncertainties to our offering” on page 31-32.

    3)
    We note your disclosures on page ii; however, when you provide disclosures throughout the filing please make it clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Please refrain from using terms such as “we” or “our” when describing activities or functions of a subsidiary or other entity. For example, disclose, if true, that your subsidiaries conduct operations in China and that the holding company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors own an interest.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure to clarify which entity the disclosure is referencing
and which subsidiaries or entities are conducting the business operations throughout the Form 20-F/A. We have refrained from using terms
such as “we” or “our” when describing activities or functions of a subsidiary or other entity, and that our subsidiaries
conduct operations in China and that the holding company does not conduct operations. We have also revised to disclose clearly the entity
(including the domicile) in which investors own an interest.

    4)
    In an overview under Item 3, please provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under your operating structure. 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, their source, and their tax consequences. Your disclosures should make it clear if no transfers, dividends, or distributions have been made to date by stating that fact. Also, describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company and U.S. investors.

RESPONSE: We note the Staff’s comment
under Item 3 in the Form 20-F/A, and in response hereto, respectfully advise the Staff that we have clarified and quantified how cash
is transferred through our organization and disclosed that we have no plans to distribute earnings or settle amounts owed in the foreseeable
future under “Item 3- Overview-Asset Transfers Between Our Company and Our Subsidiaries.” We have disclosed that no
transfers, dividends, or distributions have been made to date. We have also disclosed that no transfers, dividends, or distributions have
been made to date in the same section and under “Item 8-Financial Information- Dividend Policy” on page 82. Also,
we have described restrictions on foreign exchange and our ability to transfer cash between entities, across borders and disclosed any
restrictions and limitations on our ability to distribute earnings from the company, including our subsidiaries, to the parent company
and U.S. investors under ““Item 3- Overview-Asset Transfers Between Our Company and Our Subsidiaries.”

    2

    5)
    In an overview under Item 3, please disclose the risks that your corporate structure and being based in or having the majority of operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross- references to the more detailed discussion of these risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

RESPONSE: We note the Staff’s comment
under Item 3 in the Form 20-F/A, and in response hereto, respectfully advise the Staff that we have disclosed the risks that our corporate
structure and being based in or having the majority of operations in China poses to investors in the overview under item 3. We also disclosed
significant regulatory, liquidity, and enforcement risks with cross- references to the more detailed discussion of these risks in the
overview and acknowledged any risks that any actions by the Chinese government to exert more oversight and control over offerings under
“Item 3, Summary of Risks Factors” on page 5.

    6)
    In an overview under Item 3, please disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer securities 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 or your subsidiaries’ 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. Please also provide a cross-reference to your related risk factor.

RESPONSE: We note the Staff’s comment
under Item 3 in the Form 20-F/A, and in response hereto, respectfully advise the Staff that we have disclosed that neither Huadi nor our
subsidiaries are currently required to obtain approval from Chinese authorities, including the CSRC, or the CAC, to list on U.S exchanges
or issue securities to foreign investors and disclosed each permission or approval that Huadi or our subsidiaries are required to obtain
from Chinese authorities to operate our business on page 3 and to offer securities to foreign investors in the overview. In addition,
we describe the consequences to Huadi and its investors if Huadi or our 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. We also provide a cross-reference
risk factor to “Risk Factors-Risks Related to Doing Business in China-The Chinese government exerts substantial influence
over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities
to issue securities to foreign investors, however, if our subsidiaries or the holding company were required to obtain approval in the
future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S.
exchange, which would materially affect the interest of the investors” from pages 21-22.

    7)
    In an overview under Item 3, please disclose that trading in your securities may be prohibited under the HFCAA 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. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

RESPONSE: We note the Staff’s comment
under Item 3 in the Form 20-F/A, and in response hereto, respectfully advise the Staff that we have added our disclosure that our ordinary
shares may be prohibited from trading on a national exchange or over-the-counter under the HFCAA if the PCAOB is unable to inspect our
auditors for three consecutive years beginning in 2021. We also disclosed that our auditor, TPS Thayer, is headquartered in Sugar Land,
Texas, and is subject to inspection by the PCAOB on a regular basis Therefore, we believe our auditor is not subject to the determinations
as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021 in the “Item
3- The Holding Foreign Companies Accountable Act” on page 1.

    3

Risk Factors, page 2

    8)
    In light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

RESPONSE: We note the Staff’s
comment, and in response hereto, respectfully advise the Staff that we have revied page 1 under “Item 3, Overview- Recent
Regulatory Actions by the PRC Government” and page 2 in the Form 20-F/A that on December 28, 2021, the CAC, the National
Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for
Cybersecurity Review, or the Revised Review Measures, which became effective and replace the existing Measures for Cybersecurity
Review on February 15, 2022. We have revised our disclosure to clarify that neither the holding company, nor our subsidiaries are
currently required to obtain approval from Chinese authorities, including the CSRC, or the CAC, to list on U.S exchanges or issue
securities to foreign investors, given that: (i) using our products and services do not require providing users’ personal
information; (ii) we possess minimum amount, if not none of personal information in our business operations; and (iii) data
processed in our business does not have a bearing on national security and thus may not be classified as core or important data by
the authorities. As of the date of this annual report, our Company and its subsidiaries have not been involved in any investigations
on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction. We
do not believe that our existing business will require such regulatory review. As of the date of this annual report, our Company and
its subsidiaries have not received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the China
Securities Regulatory Commission or any other PRC governmental authorities. We also disclose the risk that applicable laws and
regulations may be tightened, and new laws or regulations may be introduced to impose additional government approval, license and
permit requirements. If we inadvertently conclude that such approval is not required, fail to obtain and maintain such approvals,
licenses or permits required for our business or respond to changes in the regulatory environment, we could be subject to
liabilities, penalties and operational disruption, which may materially and adversely affect our business, operating results,
financial condition and the val

United States securities and exchange commission logo
April 18, 2022
Huisen Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street
Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Form 20-F for the Fiscal Year Ended September 30, 2021
Filed February 2, 2022
File No. 001-39904
Dear Mr. Wang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended September 30, 2021
Part 1
Item 3. Key Information
Overview, page 1
1.In an overview under Item 3, please disclose prominently that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries based in China and that this structure involves unique risks to investors.
Please also provide a cross-reference to your detailed discussion of risks facing the
company as a result of your structure.
2.In an overview under Item 3, please provide prominent disclosure about the legal and
operational risks associated with being based in and having the majority of the company’s

 FirstName LastNameHuisen Wang
 Comapany NameHuadi International Group Co., Ltd.
 April 18, 2022 Page 2
 FirstName LastNameHuisen Wang
Huadi International Group Co., Ltd.
April 18, 2022
Page 2
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 your ordinary shares 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 an U.S. or other foreign exchange. Please also 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 (HFCAA) and related
regulations will affect your company.
3.We note your disclosures on page ii; however, when you provide disclosures throughout
the filing please make it clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting the business operations. Please refrain from
using terms such as “we” or “our” when describing activities or functions of a subsidiary
or other entity. For example, disclose, if true, that your subsidiaries conduct operations in
China and that the holding company does not conduct operations. Disclose clearly the
entity (including the domicile) in which investors own an interest.
4.In an overview under Item 3, please provide a clear description of how cash is transferred
through your organization. Disclose your intentions to distribute earnings or settle
amounts owed under your operating structure. 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,
their source, and their tax consequences. Your disclosures should make it clear if no
transfers, dividends, or distributions have been made to date by stating that fact. Also,
describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. Describe any restrictions and limitations on
your ability to distribute earnings from the company, including your subsidiaries, to the
parent company and U.S. investors.
5.In an overview under Item 3, please disclose the risks that your corporate structure and
being based in or having the majority of operations in China poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your securities. Acknowledge any risks that any

 FirstName LastNameHuisen Wang
 Comapany NameHuadi International Group Co., Ltd.
 April 18, 2022 Page 3
 FirstName LastName
Huisen Wang
Huadi International Group Co., Ltd.
April 18, 2022
Page 3
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
6.In an overview under Item 3, please disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business and
to offer securities 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 or your subsidiaries’ 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. Please also provide a cross-reference to
your related risk factor.
7.In an overview under Item 3, please disclose that trading in your securities may be
prohibited under the HFCAA 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. Disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021.
Risk Factors, page 2
8.In light of recent events indicating greater oversight by the CAC over data security,
particularly for companies seeking to list on a foreign exchange, please revise your
disclosure to explain how this oversight impacts your business and to what extent you
believe that you are compliant with the regulations or policies that have been issued by the
CAC to date.
Item 10. Additional Information
Exchange Controls, page 84
9.We note disclosures in the second paragraph on page 86 regarding your VIE in the PRC;
however, we note no disclosures throughout your filing that indicate you operate through
a VIE structure. Please explain to us and revise your disclosures to address this apparent
inconsistency. If accurate, please revise your filing to affirmatively state on page 1 that
you do not use a VIE structure.

 FirstName LastNameHuisen Wang
 Comapany NameHuadi International Group Co., Ltd.
 April 18, 2022 Page 4
 FirstName LastName
Huisen Wang
Huadi International Group Co., Ltd.
April 18, 2022
Page 4
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact SiSi Cheng at 202-551-5004 or Anne Mcconnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

VIA EDGAR

December 28,
2020

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

            Re:

    Huadi International Group Co., Ltd. (the “Company”) (CIK No. 0001791725)

    Registration Statement on Form F-1, as amended (Registration No. 333-248919)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:00 p.m., Eastern Time on
December 30, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned advise that approximately 400 copies of the Preliminary Prospectus dated December
23, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and
others.

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

[Signature
page follows]

    Very truly yours,

    As representatives of the underwriters

    CRAFT CAPITAL MANAGEMENT LLC

    By:
    /s/ Stephen Kiront

    Name:
    Stephen Kiront

    Title:
    Chief Operating Officer

    R.F. LAFFERTY & CO., INC.

    By:
    /s/ Robert Hackel

    Name:
    Robert Hackel

     Title:
    COO

CORRESP
1
filename1.htm

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

December 28, 2020

Via Edgar

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Edward M. Kelly

    Re:
    Huadi International Group Co., Ltd.

    Registration Statement on Form F-1

    File No. 333-248919

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 3:00 pm Eastern Time on December 30, 2020, or as soon thereafter
as is practicable.

The Company acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Huisen Wang

    Name:
    Huisen Wang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

December 23, 2020

Via Edgar

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Edward M. Kelly

    Re:
    Huadi International Group Co., Ltd.

    Pre-effective Amendment 2 to Registration Statement on Form F-1

    Filed December 16, 2020

    File No. 333-248919

Dear Mr. Kelly:

This letter is in response to the letter
dated December 22, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Huadi International Group Co., Ltd. (the “Company”, “we”, and “our”). For ease
of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration
Statement on Form F-1 (the “Amended Registration Statement No. 3”) is being submitted to accompany this letter.

Pre-effective Amendment 2 to Registration
Statement on Form F-1 filed December 16, 2020

Opinion of Grandall Law Firm, page
6

    1.

        We note these statements in the last paragraph on page 6:

        ● “This Opinion is rendered solely to the addressee
        and is given for the benefit of the

        addressee hereof”; and

        ● “Without our express prior written consent,
        this Opinion may not be relied upon by

        any person or entity other than the addressee.”

        Since investors are entitled to rely on the opinion expressed,
        any language that states

        or implies that the opinion is “solely”
        for the benefit of the registrant or that “only” the registrant is entitled to rely on the opinion is unacceptable.
        Please revise.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that a revised opinion from Grandall Law Firm has been included
in the amended F-1.

In responding to your comments, the Company
acknowledges that:

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

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

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

We hope this response has addressed all
of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Huisen Wang

    Name:
    Huisen Wang

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
December 22, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Pre-effective Amendment 2 to Registration Statement on Form F-1
Filed December 22, 2020
File No. 333-248919
Dear Mr. Wang:
            We have reviewed your amended registration statement and have the following
comment.  In our comment we may ask you to provide us information so that 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 that our comment applies to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to the comment, we may have additional comments.
Pre-effective Amendment 2 to Registration Statement on Form F-1 filed December 16, 2020
Opinion of Grandall Law Firm, page 6
1.We note these statements in the last paragraph on page 6:

•"This Opinion is rendered solely to the addressee and is given for the benefit of the
addressee hereof"; and
•"Without our express prior written consent, this Opinion may not be relied upon by
any person or entity other than the addressee."
Since investors are entitled to rely on the opinion expressed, any language that states
or implies that the opinion is "solely" for the benefit of the registrant or that "only"

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 December 22, 2020 Page 2
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
December 22, 2020
Page 2
the registrant is entitled to rely on the opinion is unacceptable.  Please revise.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

HUADI INTERNATIONAL
GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

December 16, 2020

Via Edgar

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Edward M. Kelly

    Re:
    Huadi International Group Co., Ltd.

    Pre-effective Amendment 1 to Registration Statement on Form F-1

    Filed November 25, 2020

    File No. 333-248919

Dear Mr. Kelly:

This letter is in response to the letter
dated December 7, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Huadi International Group Co., Ltd. (the “Company”, “we”, and “our”). For ease
of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration
Statement on Form F-1 (the “Amended Registration Statement No. 2”) is being submitted to accompany this letter.

Pre-effective Amendment 1 to Registration
Statement on Form F-1 filed November 25, 2020

Capitalization, page 36

    1.
    Please update the capitalization table as of a date within 60 days of the filing date. Refer to Item 3.B. of Form 20-F.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that Company has updated its capitalization table as of October
31, 2020 (pg. 36).

Dilution, page 37

    2.
    It does not appear that you have properly calculated the immediate dilution to new investors. Please note that these amounts should be determined by subtracting pro forma net tangible book value per share after the offering from the offering price of the share.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that the Company respectfully revised our dilution calculation
(pg. 37)

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

Summary Compensation Table, page
71

    3.
    Given the amount of 10,079 in the column for “Salary ($),” it is unclear why the amount in the column for “Total ($)” is 10,433 and not 10,079 for Huisen Wang in 2020 since all other columns have zero amounts. Note that the column for “Salary ($)” is to include the dollar value of salary earned during the fiscal year covered. Please revise.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have revised the total amount of compensation for Huisen
Wang in 2020 (pg. 71)

Director Compensation - Fiscal 2019
and 2020, page 72

    4.
    Given the amount of 10,220 in the column for “Salary ($),” it is unclear why the amount in the column for “Total ($)” is 10,579 and not 10,220 for Di Wang in 2020 since all other columns have zero amounts. Similarly, given the amount of 13,461 in the column for “Salary ($),” it is unclear why the amount in the column for “Total ($)” is 13,933 and not 13,461 for Jueqin Wang in 2020 since all other columns have zero amounts. Note that the column for “Salary ($)” is to include the dollar value of salary earned during the fiscal year covered. Please revise.

RESPONSE: RESPONSE: We
note the Staff’s comment, and in response thereto, advise the Staff that we have revised the total amount of compensation
for Di Wang and Jueqin Wang in 2020 (pg. 72)

Subsequent Events, page F-24

    5.
    Please disclose the actual date through which subsequent events have been evaluated. Please also disclose whether the date through which subsequent events have been evaluated is the date on which the financial statements were issued or the date on which the financial statements were available to be issued. Refer to ASC 855-10-50-1.

RESPONSE: RESPONSE: We
note the Staff’s comment, and in response thereto, advise the Staff that we have updated our subsequent event note.

    6.
    We note that you have effected a 2 for 1 reverse stock split as of the date of the consolidated financial statements were issued and that your historical financial statements have been retroactively adjusted to reflect the stock split. Please ensure that your independent auditor revises its report on page F-26 to reference the stock split and dual dates its opinion in accordance with PCAOB AU 530.05.

RESPONSE: RESPONSE: We
note the Staff’s comment, and in response thereto, advise the Staff that our independent auditor has provided an updated
audit report in the amended F-1.

    2

Signatures, page II-5

    7.
    Indicate under “Capacity” that Qin Li also is signing the registration statement in his capacity as principal accounting officer or controller.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have revised the signature page to indicate that Qin Li
is signing as the principal accounting officer.

In responding to your comments, the Company
acknowledges that:

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

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

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

We hope this response has addressed all
of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Huisen Wang

    Name:
    Huisen Wang

    Title:
    Chief Executive Officer

3

United States securities and exchange commission logo
December 7, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Pre-effective Amendment 1 to Registration Statement on Form F-1
Filed November 25, 2020
File No. 333-248919
Dear Mr. Wang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Pre-effective Amendment 1 to Registration Statement on Form F-1 filed November 25, 2020
Capitalization, page 36
1.Please update the capitalization table as of a date within 60 days of the filing date.  Refer
to Item 3.B. of Form 20-F.
Dilution, page 37
2.It does not appear that you have properly calculated the immediate dilution to new
investors.  Please note that these amounts should be determined by subtracting pro forma
net tangible book value per share after the offering from the offering price of the share.
Summary Compensation Table, page 71

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 December 7, 2020 Page 2
 FirstName LastNameJueqin Wang
Huadi International Group Co., Ltd.
December 7, 2020
Page 2
3.Given the amount of 10,079 in the column for "Salary ($)," it is unclear why the amount
in the column for "Total ($)" is 10,433 and not 10,079 for Huisen Wang in 2020 since
all other columns have zero amounts.  Note that the column for "Salary ($)" is to include
the dollar value of salary earned during the fiscal year covered.  Please revise.
Director Compensation - Fiscal 2019 and 2020, page 72
4.Given the amount of 10,220 in the column for "Salary ($)," it is unclear why the amount
in the column for "Total ($)" is 10,579 and not 10,220 for Di Wang in 2020 since all other
columns have zero amounts.  Similarly, given the amount of 13,461 in the column for
"Salary ($)," it is unclear why the amount in the column for "Total ($)" is 13,933 and not
13,461 for Jueqin Wang in 2020 since all other columns have zero amounts.  Note that the
column for "Salary ($)" is to include the dollar value of salary earned during the fiscal
year covered.  Please revise.
Subsequent Events, page F-24
5.Please disclose the actual date through which subsequent events have been evaluated.
Please also disclose whether the date through which subsequent events have been
evaluated is the date on which the financial statements were issued or the date on which
the financial statements were available to be issued.  Refer to ASC 855-10-50-1.
6.We note that you have effected a 2 for 1 reverse stock split as of the date of the
consolidated financial statements were issued and that your historical financial statements
have been retroactively adjusted to reflect the stock split.  Please ensure that your
independent auditor revises its report on page F-26 to reference the stock split and dual
dates its opinion in accordance with PCAOB AU 530.05.
Signatures, page II-5
7.Indicate under "Capacity" that Qin Li also is signing the registration statement in his
capacity as principal accounting officer or controller.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 December 7, 2020 Page 3
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
December 7, 2020
Page 3
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

November 23, 2020

Via Edgar

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Edward M. Kelly

 Re: Huadi
                                         International Group Co., Ltd.

    Registration
                                         Statement on Form F-1

    Filed
                                         September 18, 2020

    File
                                         No. 333-248919

Dear Mr. Kelly:

This letter is in response to the letter
dated October 1, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Huadi International Group Co., Ltd. (the “Company”, “we”, and “our”). For ease
of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration
Statement on Form F-1 (the “Amended Registration Statement No. 1”) is being submitted to accompany this letter.

Registration Statement on Form F-1
filed September 18, 2020

General

 1. Please tell us what consideration you gave to providing applicable disclosures discussed in
the public statement entitled "Emerging Market Investments Entail Significant Disclosure, Financial Reporting and Other Risks;
Remedies are Limited."

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that Company acknowledges the joint statement dated April 21,
2020 made by Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, highlighting the
risks associated with investing in companies based in or have substantial operations in emerging markets including China. We have
included a risk factor noting the higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department
of Justice and other U.S. regulatory actions in emerging markets generally (page 29). Furthermore, our independent accounting firm
Briggs & Veselka Co. is a U.S. based accounting firm and therefore subject to periodic PCAOB inspections. We do not believe
that the difficulty associated with inspecting accounting papers is applicable to our Company.

 2. We remind you of the financial statement updating requirements in Item 8.A.4 of Form 20-F as well as instruction 2 to Item
8.A.4 of Form 20-F. Specifically, in the case of an initial public offering, the audited financial statements shall be as of a
date not older than 12 months.

RESPONSE: We note the Staff’s comment,
and in response thereto, advise the Staff that the Company respectfully requests that the Commission to waive the requirement
of Item 8.A.4 of Form 20-F. The Company hereby submits a waiver request as Exhibit 99.8 pursuant to Instruction 2 to Item 8.A.4
of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able
to represent adequately… that it is not required to comply with this requirement in any other jurisdiction outside the
United States and that complying with this requirement is impracticable or involves undue hardship.” See
also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available
on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division
of Corporation Finance of the Commission (the “Staff”) at Section III.B.c.

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

Selected Financial Information, page
12

 3. Please remove the label “audited” and “unaudited” from the headers in
all the selected historical financial information tables. A column of numbers derived from audited financial statements without
the full presentation of financial information is not considered to be audited. In addition, the identification of some columns
as “unaudited” may give an investor the impression that the other columns have been audited.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have removed the labels in the amended F-1. (page 12)

Executive Compensation, page 69

 4. For directors and named executive officers, update the disclosure to include compensation information
for the last full fiscal year which ended September 30, 2020. See Item 4(a) of Form F-1 and Item 6.B of Form 20-F.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have updated the amended F-1 to include compensation information
for our executive officers and directors for the last full fiscal year. (page 71)

Related Party Transactions, page
70

 5. Update the disclosure to include related party transactions since the beginning of the three
preceding fiscal years up to the date of the registration statement on Form F-1. See Item 4(a) of Form F-1 and Item 7.B
of Form 20-F.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have revised the Related Party Transaction section to
include transactions for the past three fiscal years. (page 72)

Consolidated Financial Statements
for the Six Months Ended March 31, 2020 and 2019

Note 15 – Commitment and Contingencies,
page F-23

 6. You disclose on page F-23 that you had no pending legal proceedings as of March 31, 2020. However,
we note disclosure on page 60 that Tangshan Sanyou Chemical Co filed a complaint against the company on October 28, 2019, demanding
that the company compensate the plaintiff for economic loss of RMB 1,233,388 and bear the litigation costs of the case. The case
appears to be ongoing. Please revise to provide the disclosure related to the litigation matter pursuant to ASC 450-20-50. Tell
us also how you considered including a discussion of this matter in your subsequent events note on page F- 48 as well as the risk
factors section.

RESPONSE: We note the
Staff’s comment, and in response thereto, respectfully advise the Staff that we evaluated this pending legal proceeding and
concluded our disclosure was complied with the applicable disclosure requirements for unrecognized loss contingencies under ASC
450-20-50.

ASC 450-20-50 requires disclosure
of an unrecognized loss contingency if there is at least a reasonable possibility that a loss or an additional loss may have been
incurred and either (i) an accrual has not been made for a loss contingency because any of the conditions in paragraph 450-20-25-2
are not met or (ii) an exposure to loss exists in excess of the amount accrued pursuant to the provisions of paragraph 450-20-30-1.

The Company’s financial
reporting team and the legal counsel who represents us in this legal proceeding reviewed this pending litigation matter to determine
whether any accruals are necessary under the provisions of ASC 450-20-25 and to determine the appropriate disclosures in the notes
to the consolidated financial statements under the provisions of paragraphs 3 and 4 of ASC 450-20-50. Specifically, the review
is used to determine whether any matters would result in a loss that is “probable” and “estimable,” or
“reasonably possible.”

As of the filing of this amendment,
through the procedures described above and below, we determined that the likelihood that the Company incurred or would incur a
loss related to the suit filed by Tangshan Sanyou Chemical Co was remote due to numerous factors that existed at the relevant determination
time.

    2

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

We analyzed the factors identified
in ASC 450-20-55-12 as follows:

(1) The
nature of the litigation and claims

The litigation focus of the parties
involved the determination of the leakage cause of piping products the Company supplied to the plaintiff and which party is responsible
to the leakage. In addition, even in the event the court ruled in favorable to the plaintiff, the likelihood of any material monetary
damages being awarded was still determined to be remote.

(2) The
progress of the case

The
litigation was filed in October, 2019. On July 10, 2018, the plaintiff and Huadi Steel signed a high vacuum seawater pipeline
procedural stainless steel pipeline procurement contract (contract number: SYGF-GY-GC-18072), pursuant to which the plaintiff
would purchase a total of nine types of stainless seamless steel pipes from Huadi Steel, to be used for high vacuum seawater projects.
The above-mentioned steel pipes were alleged to be continuously and completely leaking within half year of use. The plaintiff
claimed that this batch of steel pipes sold by Huadi Group did not meet the conditions for safe use and constituted a breach of
contract, alleging a loss of RMB 21,288. The plaintiff submitted that it spent an additional RMB 1,212,100 to purchase steel pipes
as replacement, totaling the alleged loss of RMB 1,233,388. The first hearing of the case has been completed. As of the date hereof,
under the instruction of the court, the testing organization selected by the court is sampling and testing the quality of the
goods supplied by Huadi Steel. Overall, it was our view that the litigation was still in the early stages.

(3) Our
experience in other litigation

In the history of the Company,
we have had experience with complex technology and business litigation, and that helped inform our evaluation.

(4) Consultation
with outside counsel

Our evaluation was also informed
by our ongoing discussions with outside counsel on their views of the litigation.

(5) Management’s
response to the litigation

As of the filing of this amendment,
we were vigorously contesting the litigation and there were no active settlement discussions between the parties.

Based on our review of the supporting
underlying facts and analyses as summarized above, a loss contingency was determined to be remote as of the filing date of this
amendment. Therefore, we determined that it was not necessary to disclose an estimate of the possible loss or range of possible
loss or provide a statement that such an estimate cannot be made in accordance with paragraph 4 of ASC 450-20-50. Although we determined
a loss contingency was remote, we nevertheless believed it was appropriate to provide disclosure that the litigation existed.

We will closely pay attention
to the future development of this legal proceeding and if we determine the possibility of incurring an liability is reasonably
possible, we will modify our disclosure in Note 15 – Commitment and Contingencies and NOTE 17 – Subsequent Events in
future filings.

Exhibit Index, page II-2

 7. The EDGAR system does not reflect that Exhibits 10.8 and 14.1 were filed, and the exhibit index
does not reflect that those exhibits are to be filed by amendment. Please revise.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have included Exhibit 10.8 and Exhibit 14.1, respectively,
in the amended F-1.

    3

HUADI INTERNATIONAL GROUP CO., LTD.

No. 1688 Tianzhong Street, Longwan District,

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-057786598888

Signatures, page II-5

 8. The registration statement must be signed by your principal accounting officer or controller.
Additionally, any person who occupies more than one of the specified positions, for example, principal financial officer and principal
accounting officer or controller, must indicate each capacity in which he signs the registration statement. See instructions
1 and 2 for signatures on Form F-1, and revise.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that the amended F-1 has been signed by our Chief Financial Officer
and Principal Financial Officer, Qin Li.

In responding to your comments, the Company
acknowledges that:

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

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

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

We hope this response has addressed all
of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

    Very
    truly yours,

    /s/
    Huisen Wang

    Name:
    Huisen Wang

    Title:
    Chief Executive Officer

4

United States securities and exchange commission logo
October 1, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Registration Statement on Form F-1
Filed September 18, 2020
File No. 333-248919
Dear Mr. Wang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information that
you provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed September 18, 2020
General
1.Please tell us what consideration you gave to providing applicable disclosures discussed in
the public statement entitled "Emerging Market Investments Entail Significant Disclosure,
Financial Reporting and Other Risks; Remedies are Limited."
2.We remind you of the financial statement updating requirements in Item 8.A.4 of Form
20-F as well as instruction 2 to Item 8.A.4 of Form 20-F.  Specifically, in the case of an
initial public offering, the audited financial statements shall be as of a date not older than
12 months.

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 October 1, 2020 Page 2
 FirstName LastNameJueqin Wang
Huadi International Group Co., Ltd.
October 1, 2020
Page 2
Selected Financial Information, page 12
3.Please remove the label “audited” and “unaudited” from the headers in all the selected
historical financial information tables.  A column of numbers derived from audited
financial statements without the full presentation of financial information is not
considered to be audited.  In addition, the identification of some columns as “unaudited”
may give an investor the impression that the other columns have been audited.
Executive Compensation, page 69
4.For directors and named executive officers, update the disclosure to include compensation
information for the last full fiscal year which ended September 30, 2020.  See Item 4(a) of
Form F-1 and Item 6.B of Form 20-F.
Related Party Transactions, page 70
5.Update the disclosure to include related party transactions since the beginning of the three
preceding fiscal years up to the date of the registration statement on Form F-1.  See Item
4(a) of Form F-1 and Item 7.B of Form 20-F.
Consolidated Financial Statements for the Six Months Ended March 31, 2020 and 2019
Note 15 – Commitment and Contingencies, page F-23
6.You disclose on page F-23 that you had no pending legal proceedings as of March 31,
2020.  However, we note disclosure on page 60  that Tangshan Sanyou Chemical Co filed
a complaint against the company on October 28, 2019, demanding that the company
compensate the plaintiff for economic loss of RMB 1,233,388 and bear the litigation costs
of the case.  The case appears to be ongoing.  Please revise to provide the disclosure
related to the litigation matter pursuant to ASC 450-20-50.  Tell us also how you
considered including a discussion of this matter in your subsequent events note on page F-
48 as well as the risk factors section.
Exhibit Index, page II-2
7.The EDGAR system does not reflect that Exhibits 10.8 and 14.1 were filed, and the
exhibit index does not reflect that those exhibits are to be filed by amendment.  Please
revise.
Signatures, page II-5
8.The registration statement must be signed by your principal accounting officer or
controller.  Additionally, any person who occupies more than one of the specified
positions, for example, principal financial officer and principal accounting officer or
controller, must indicate each capacity in which he signs the registration statement.
See instructions 1 and 2 for signatures on Form F-1, and revise.

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 October 1, 2020 Page 3
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
October 1, 2020
Page 3

            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 before the requested effective date of the registration
statement.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

HUADI
INTERNATIONAL GROUP CO., LTD.

No.
1688 Tianzhong Street, Longwan District,

Wenzhou,
Zhejiang Province

People’s
Republic of China 325025

+86-057786598888

September 18, 2020

Via
EDGAR and E-Mail

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Edward
    M. Kelly

    W.
John Cash

    Re:
    Huadi
    International Group Co., Ltd.

    Amendment
         2 to Draft Registration Statement on Form F-1

        Submitted
        April 10, 2020

        CIK
        0001791725

Ladies
and Gentlemen:

We
are in receipt of Staff’s comment letter dated April 20, 2020 regarding the above referenced Amendment 2 to Draft Registration
Statement on Form F-1 (the “Amendment No. 2 to DRS”). As requested by the Staff, we have provided responses
to the questions raised by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:

Amendment
2 to Draft Registration Statement on Form F-1 submitted April 10, 2020

Coronavirus
(COVID-19) Update, page 8

 1. We
                                         note your added disclosure on pages 8, 16, and 34 regarding the COVID-19 virus. In addition
                                         to disclosing what may, might, or could happen as a result of the pandemic, please also
                                         revise to discuss clearly what has happened and the effect on your operations and financial
                                         condition. For example, clarify your disclosure on page 34 that you "might"
                                         see a slowdown in revenue in your first and second quarters to specify whether, in fact,
                                         you have experienced such a slowdown and, if known, the magnitude. Also clarify your
                                         disclosures on pages 8 and 16 to clarify whether you have experienced a slowdown or suspension
                                         in production, for how long your facilities were closed, and whether your collections
                                         and customers have been affected.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have added disclosure about the actual impact
COVID-19 has had on our operation and financial condition. (pg.9, 17, 38)

Management,
page 59

 2. We
                                         note your response to prior comment 2. Please reconcile your deletions from pages 59
                                         and II-5 that Huisen Wang is not a director with the continued disclosure on page 60
                                         that he is a director. Please also reconcile Exhibit 10.5, which states Mr. Li will be
                                         chair of the nominating committee, with your disclosures on pages 59 and 61, which state
                                         that Mr. Li will be chair of the compensation committee.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have reconciled our disclosure that Mr.
Huisen Wang is not a director. In addition, we clarify for the staff that Mr. Li is the chairperson of the compensation
committee and reattach Exhibit 10.5.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional
questions regarding the information contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq.
or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

    Huadi
    International Group Co., Ltd.

    By:
    /s/
    Huisen Wang

    Name:
    Huisen
    Wang

    Title:
    Chief
    Executive Officer

April 20, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Amendment 2 to Draft Registration Statement on Form F-1
Submitted April 10, 2020
CIK 0001791725
Dear Mr. Wang:
            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 information so that 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 that our comments apply to your facts and circumstances or do
not believe that 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.
Amendment 2 to Draft Registration Statement on Form F-1 submitted April 10, 2020
Coronavirus (COVID-19) Update, page 8
1.We note your added disclosure on pages 8, 16, and 34 regarding the COVID-19 virus.  In
addition to disclosing what may, might, or could happen as a result of the pandemic,
please also revise to discuss clearly what has happened and the effect on your operations
and financial condition.  For example, clarify your disclosure on page 34 that you "might"
see a slowdown in revenue in your first and second quarters to specify whether, in fact,
you have experienced such a slowdown and, if known, the magnitude.  Also clarify your
disclosures on pages 8 and 16 to clarify whether you have experienced a slowdown or
suspension in production, for how long your facilities were closed, and whether your

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 April 20, 2020 Page 2
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
April 20, 2020
Page 2
collections and customers have been affected.
Management, page 59
2.We note your response to prior comment 2.  Please reconcile your deletions from pages 59
and II-5 that Huisen Wang is not a director with the continued disclosure on page 60 that
he is a director.  Please also reconcile Exhibit 10.5, which states Mr. Li will be chair of the
nominating committee, with your disclosures on pages 59 and 61, which state that Mr. Li
will be chair of the compensation committee.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202)551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       William S. Rosenstadt, Esq.

January 16, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Amendment 1 to Draft Registration Statement on Form F-1
Submitted January 3, 2020
CIK 0001791725
Dear Mr. Wang:
            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 information so that 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 that our comments apply to your facts and circumstances or do
not believe that 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.
Amendment 1 to Draft Registration Statement on Form F-1 submitted January 3, 2020
General
1.You indicate on the map on pages 4 and 48 that Iran is one of the 19 countries where you
sell your products.  Iran is designated by the U.S. Department of State as a state sponsor
of terrorism and is subject to U.S. economic sanctions and export controls.  You do not
include disclosure about contacts with Iran.  Please describe the nature and extent of your
past, current, and anticipated contacts with Iran whether through subsidiaries, distributors,
or other direct or indirect arrangements.  You should describe any goods, technology, or
services you have provided or anticipate providing into Iran, directly or indirectly, and any
agreements, arrangements, or other contacts with its government or persons it controls.

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 January 16, 2020 Page 2
 FirstName LastNameJueqin Wang
Huadi International Group Co., Ltd.
January 16, 2020
Page 2
Please also discuss the materiality of the contacts in quantitative terms and in terms of
qualitative factors that a reasonable investor would deem important in making an
investment decision.  Tell us the approximate dollar amounts of revenues, assets, and
liabilities associated with Iran for the last two fiscal years and the subsequent interim
period.  Address the potential impact of the investor sentiment evidenced by divestment
and similar initiatives that have been directed toward companies that have operations
associated with U.S.-designated state sponsors of terrorism.
Board of Directors and Board Committees, page 60
2.Please expand your revisions in response to prior comment 8 to clarify how you expect a
majority of your three-person board to be independent if, as you disclose, "all current
directors," each of whom is an executive officer, will serve on your board after listing.  If
current members of your board will resign prior to that time, please identify those
members.  If new members will be appointed, please disclose the information specified in
Item 6 of Form 20-F, and file the consents required by Rule 438 of Regulation C.
Controlled Company, page 62
3.Your response to prior comment 5 indicates you are a "controlled company" due to the
share ownership of the Wang family.  Your disclosure on pages 17 and 62 indicate it is
due solely to Di Wang's share ownership.  Please revise to clarify the basis for your
conclusions regarding why you are a controlled company.  Please also reconcile (1) your
revisions on page 62 that your shareholders are offering shares for resale with the
disclosure on your prospectus coverage and pages 10, 29, and 81 that only the registrant is
offering shares; and (2) the disclosure on page 62 that Huisen Wang is offering shares
with your disclosure on page 66 that he holds no shares.
Principal Shareholders, page 66
4.We note your response to prior comment 11.  Please reconcile your revisions on pages 66
and 67 with your revisions on page 62 and the share ownership amounts in your response
to prior comment 5.
Note to Financial Statements
Note 16 – Segment Reporting, page PageF-24
5.We note your response to prior comment 13 and the updated disclosure on page F-24.
Please revise to disclose also long-lived assets that are located in your country of
domicile, and disclose separately assets located in an individual foreign county if
material.  Refer to ASC 280-10-50-41.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with any other

 FirstName LastNameJueqin Wang
 Comapany NameHuadi International Group Co., Ltd.
 January 16, 2020 Page 3
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
January 16, 2020
Page 3
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

November 26, 2019
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re:Huadi International Group Co., Ltd.
Draft Registration Statement on Form F-1
Submitted November 4, 2019
CIK 0001791725
Dear Mr. Wang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted November 4, 2019
Prospectus' Outside Front Cover Page, page 1
1.You indicate on page 20 and elsewhere that you are conducting a concurrent private
placement.  Describe briefly here the concurrent private placement.
2.Highlight the cross reference to the risk factors section by prominent type or in another
manner.  See Item 1 of Part I of Form F-1 and Item 501(b)(5) of Regulation S-K.
Our Products, page 2
3.You indicate in the last paragraph that yield rate, which is the percentage of non-defective

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November 26, 2019
Page 2
items of all produced items, is critical to your profitability.  Disclose your yield rate
during the periods presented in the financial statements.  Also disclose the extent of
utilization of your manufacturing facilities.
Implications of Being an Emerging Growth Company, page 8
4.Please supplementally provide us copies of all written communications, as defined in Rule
405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Risk Factors, page 12
5.We note the share ownership disclosed on page 69.  Please provide your analysis on
whether you will be a "controlled company" under applicable exchange rules and, if so,
disclose the material risks that status creates.
Capitalization, page 33
6.We note you have included the entire balance sheet data in the capitalization table.  Please
revise to include only the relevant items in your total capitalization.  Refer to Item 3B of
Form 20-F.
7.Please disclose in the footnote the impact on your capitalization if your underwriters
exercise their over-allotment option.
Board of Directors and Board Committees, page 64
8.Please revise to clarify how you concluded that a majority of your board is independent,
given that it appears each of them is currently an executive officer.
Election of Officers, page 64
9.Disclosure that there is no family relationship among any of your directors or officers is
inconsistent with the disclosure under "Family Relationship" on page 64 that Messrs. Di
Wang and Huisen Wang are siblings and that Messrs. Di Wang and Jueqin Wang are
father and son.  Please reconcile the disclosures.
Related Party Transactions, page 67
10.Please update the disclosure in this section to be as of the date of the document.
Currently, it appears that you have provided disclosure as of March 31, 2019.  Also update
the information in the table on page 66.  We note the reference to compensation for the
year ended September 30, 2018.
Principal Shareholders, page 69
11.Please disclose the natural persons who have or share voting and/or dispositive powers or

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the right to receive the economic benefits of the shares held by the entities listed in the
table.  Please also revise to ensure that the numbers in the table correspond to those in the
notes following the table.  We note, for example, that notes 5 and 6 appear to conflict with
the information in the table.
Notes to Consolidated Financial Statements
General, page F-3
12.Please note that the audited financial statements should be of a date no older than 12
months at the time of filing and upon the effectiveness of the registration statement.  Refer
to Item 8.A.4 of Form 20-F.
13.Please revise the notes to your financial statements to include the disclosures required by
ASC 280-10-50, as applicable.  Should you determine that you have a single reportable
segment, disclose that fact and the basis for your conclusion.  Note that you are still
subject to the entity-wide disclosure requirements of ASC 280-10-50-40 through 42.
Consolidated Statements of Cash Flows, page F-29
14.You present changes in restricted cash as cash flows from financing activities for the six
months ended March 3, 2019 and 2018.  This presentation does not appear to comply with
ASU 2016-18 which is effective for annual reporting periods beginning after December
15, 2017 for public entities. Please revise.
Note 2 - Significant Accounting Policies
Accounts Receivable and Allowance for Doubtful Accounts, page F-32
15.You disclose on pages F-9 and F-32 that you establish a provision for doubtful receivables
when there is objective evidence that you may not be able to collect amounts due based on
your best estimates of specific losses on individual exposures as well as a provision on
historical trends of collections.  You also disclose on page 42 that due to uncertainty of the
timing of collection, you establish allowance for doubtful accounts based on the aging of
accounts receivable, that is, 5% for balances outstanding within one year, 10% for
balances outstanding between one year and two years, 30% for balances outstanding
between two years and three years, and 100% for balances outstanding more than
three years.  Please reconcile these apparent discrepancies.
Revenue Recognition, page F-34
16.We note your disclosure on page 27 that you have irrevocably elected not to use the
extended transition accommodation allowing for delayed adoption of new or revised
accounting standards and therefore will be subject to the same new or revised accounting
standards as other public companies that are not emerging growth companies.  Please tell
us why you have not yet adopted ASC 606 which is effective for annual reporting periods
beginning after December 15, 2017 for public entities.

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 Comapany NameHuadi International Group Co., Ltd.
 November 26, 2019 Page 4
 FirstName LastName
Jueqin Wang
Huadi International Group Co., Ltd.
November 26, 2019
Page 4
Note 16 - Subsequent Events, page F-46
17.Please disclose the date through which subsequent events have been evaluated.  Please
also disclose whether the date through which subsequent events have been evaluated is the
date the financial statements were issued or the date the financial statements were
available to be issued.  Refer to ASC 855-10-50-1.
Signatures, page II-4
18.The registration statement must be signed by your principal accounting officer or
controller.  Additionally, any person who occupies more than one of the specified
positions, for example, principal financial officer and principal accounting officer or
controller, must indicate each capacity in which he signs the registration statement.  See
Instructions 1 and 2 for signatures on Form F-1, and revise.
            You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing