SecProbe.io

<DOCUMENT>
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<TEXT>
 July 23, 2025

Martha Tang
Chief Financial Officer
J-Long Group Ltd.
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong

 Re: J-Long Group Ltd.
 Form 20-F for Fiscal Year Ended March 31, 2024
 File No. 001-41901
Dear Martha Tang:

 We have completed our review of your filings. 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 Trade &
Services
cc: Edwin Wong
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 21, 2025

 Via Edgar Transmission

 Ms. Rucha Pandit/ Ms. Cara Wirth

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:
 J-Long Group Ltd. Form 20-F for Fiscal Year Ended March 31, 2024 Filed July 31, 2024 Amendment No. 2 to Form 20-F for Fiscal Year Ended March 31, 2024 Filed May 20, 2025 File No. 001-41901

 Dear Ms. Pandit / Ms. Wirth:

 As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated July 17, 2025 from the Securities and Exchange Commission
(the " Commission ") in which the staff of the Commission (the " Staff ") commented on the above-referenced
Amendment No, 2 to Form 20-F (the " Form 20-F ").

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

 Amendment No. 2 to Form 20-F for Fiscal Year
Ended March 31, 2024

 Item 3. Key Information

 PRC Government Permissions and Approvals, page
7

 1. We note your revised disclosure in response to prior comment 7 and reissue it in part. Please disclose
each permission or approval that you are required to obtain from Chinese authorities to operate your business and confirm that you have
received all requisite permissions or approvals. Please provide your revised disclosure in response to this comment and confirm that you
will make conforming changes in future annual report filings.

 Response: We respectfully confirm
the Staff regarding the disclosure below, and confirm that the same conforming changes will be made to future annual report
filings:

 PRC Government
Permissions and Approvals

 Management
confirms that based on PRC laws and regulations effective as of the date of this report, our operations in Hong Kong and our registered
public offering in the United States are not subject to the review nor prior approval of the Cyberspace Administration of China (the "CAC")
nor the China Securities Regulatory Commission (the "CSRC"), because (i) the CSRC currently has not issued any definitive
rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) JLHK was
established and operate in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings
are subject to review by the CSRC or the CAC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies
in the PRC could change rapidly in the future. Management also confirms that JL, Sun Choice, and our operating subsidiary, JLHK, are not
required to obtain any permissions or approvals from any Chinese authorities to operate their business as of the date of this Annual Report.
As of the date of this Annual Report, no permissions or approvals have been applied for by the Company or denied by any relevant authority,
and we have not been denied any required permissions or approvals.

 We
are aware that the Chinese authorities recently initiated a series of regulatory actions and statements to regulate business operations
in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using a variable interest entity ("VIE") structure, adopting new measures to extend
the scope of cybersecurity reviews and expanding the efforts in anti-monopoly enforcement.

 We are subject to the
risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that
the permissions or approvals discussed here are not required, that applicable laws, regulations or interpretations change such that we
are required to obtain approvals in the future or that the PRC government could disallow our holding company structure, which would likely
result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our
current business, accept foreign investments and continue to offer securities to our investors.

 If
we (i) do not receive or maintain required permissions or approvals; (ii) inadvertently conclude that such permissions or approvals are
not required; or (iii) applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals
in the future, we could be subject to fines, legal sanctions or an order to suspend our business operations, which may materially and
adversely affect our business, financial condition and results of operations. These adverse actions could cause the value of our Ordinary
Shares to significantly decline or become worthless.

 * * *

 Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/ Lawrence S. Venick

 Lawrence S. Venick

 Direct Dial: +852.3923.1188

 Email: lvenick@loeb.com

<DOCUMENT>
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<TEXT>
 July 17, 2025

Martha Tang
Chief Financial Officer
J-Long Group Ltd.
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong

 Re: J-Long Group Ltd.
 Form 20-F for Fiscal Year Ended March 31, 2024
 Filed July 31, 2024
 Amendment No. 2 to Form 20-F for Fiscal Year Ended March 31, 2024
 Filed May 20, 2025
 File No. 001-41901
Dear Martha Tang:

 We have reviewed your May 19, 2025 response to our comment letter and
your
amended Form 20-F for the year ended March 31, 2024 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.
Unless we note otherwise, any references to prior comments are to comments in
our May 6,
2025 letter.

Amendment No. 2 to Form 20-F for Fiscal Year Ended March 31, 2024
Item 3. Key Information
PRC Government Permissions and Approvals, page 7

1. We note your revised disclosure in response to prior comment 7 and
reissue it in part.
 Please disclose each permission or approval that you are required to
obtain from
 Chinese authorities to operate your business and confirm that you have
received all
 requisite permissions or approvals. Please provide your revised
disclosure in response
 to this comment and confirm that you will make conforming changes in
future annual
 report filings.
 July 17, 2025
Page 2

 Please contact Rucha Pandit at 202-551-6022 or Cara Wirth at
202-551-7127 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Edwin Wong
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SCHLUETER & ASSOCIATES, P.C.

 5655 South Yosemite Street, Suite 350

 Greenwood Village, CO 80111

 Telephone:+1-303-292-3883

 Facsimile: +1-303-648-5663

 Email: hfs@schlueterintl.com

 May 19, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Rucha Pandit

 Re:

 J-Long Group Ltd.
 Form 20-F for Fiscal Year Ended March 31, 2024
 Filed July 30, 2024
 Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2024
 Filed April 3, 2025
 File No. 001-41901

 Dear Ms. Pandit:

 We represent J-Long Group
Ltd. ("Registrant" and "Company") as U.S. counsel. The purpose of this letter is to respond to the comment letter
dated May 6, 2025 from the Division of Corporation Finance, Office of Trade & Services (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission" or "SEC") relating to the Registrant's Annual Report for the fiscal
year ended March 31, 2024 and Amendment No. 1 thereto (collectively, the "Annual Report"). For your convenience, the Staff's
comments have been reproduced below, followed by the Registrant's responses. The Registrant is concurrently submitting Amendment
2 to its Annual Report.

 Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31,
2024

 Item 3. Key Information, page 1

 1. We note your disclosure that you "are not a Hong Kong operating company but a holding company organized
under the laws of the Cayman Islands with all of [y]our operations conducted by J-Long Limited . . . which is located in Hong Kong."
Please revise to:

 ● state that the holding company structure involves unique risks to investors;

 ● explain whether the holding company structure is used to provide investors with exposure to foreign investment
in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors
may never hold equity interests in the Hong Kong operating entity; and

 ● clearly acknowledge that Chinese regulatory authorities could disallow this structure.

 Response:

 Please be advised that in response
to comment no. 6 in which the Staff requests that the Registrant provide a summary of risk factors, the risk factors previously
included in Item 3 of the Annual Report have been replaced with a complete summary of key risk factors which addresses all the key
risk factors in the Annual Report. Therefore, the SEC comments as they related to the prior summary of risk factors are referenced
as they are addressed in the newly revised summary of risk factors.

 U.S. Securities and Exchange Commission

 May 19, 2025

 Page 2

 In response to this comment, the Registrant
has revised both the risk factor included in the Summary Risk Factors on page 1 of Amendment 2 and the risk factor included in Item
3.D on page 10 to include, among other things, that:

 (i) the holding company structure involves unique risks to investors, such as reliance by the Company on its
Operating Subsidiary for payment of cash dividends in order to pay dividends to its own shareholders;

 (ii) our holding company structure is not used to provide investors with exposure to foreign investment in
China-based companies where Chinese law prohibits direct foreign investment in the operating companies;

 (iii) investors in our Company may never hold equity interests in our Hong Kong operating entity; and

 (iv) Chinese regulatory authorities could disallow our holding company structure.

 2. We note your statement that "[d]ue to the long-arm provisions under the current PRC laws and regulations,
the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence
our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares." Please
revise to also state that it could cause the value of such securities to significantly decline or become worthless.

 Response:

 In response to this comment, the Registrant
has revised the summary risk factor on page 1 and the risk factor on page 10 to include that ". . . the PRC government may intervene
in or influence our operations at any time, which could result in a material change in our operations and cause the value of our securities
to decrease significantly or become worthless."

 3. We note your amended disclosure in response to prior comment 2. On page 4, where you disclose "[w]e
currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not
anticipate declaring or paying any dividends in the foreseeable future," please revise to include a cross reference to your revised
risk factor regarding your intentions to pay dividends.

 Response:

 In response to this comment, the
Registrant has revised its disclosure in the section titled "Transfers of Cash To and From Our Subsidiaries" on page 6
and has included in the revised disclosure a cross reference to the risk factor on page 35 titled "We do not intend to pay
dividends for the foreseeable future."

 4. Please quantify here any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer. Additionally, please revise here to quantify, as you do starting on page
64, any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Additionally,
please revise here and the disclosure in Item 5 to include cross-references to the consolidated financial statements.

 Response:

 In response to this comment, the
Registrant has added a bullet point on page 4 titled "Prior Dividends Paid" that describes and quantifies the dividends
previously paid by JLHK and by the Registrant. The disclosure includes that the dividend paid by the Registrant was in the amount of
US$0.19 per share and further details the tax consequences to U.S. investors who may have received the dividend. In addition, this
disclosure and the disclosure in Item 5 have been crossed-referenced
to the Consolidated Statements of Changes in Shareholders' Equity and the Consolidated Statements of Cash Flows, both of which reference
the dividends.

 U.S. Securities and Exchange Commission

 May 19, 2025

 Page 3

 5. Please amend your disclosure here and in the summary risk factors and risk factors sections to state that,
to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available
to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of you and your subsidiaries by the PRC government to transfer cash or assets. Please also include this disclosure in Item
5. Operating and Financial Review and Prospects.

 Response:

 In response to this comment, the Registrant
has revised its disclosure in the subsection titled "Transfers of Cash To and From Our Subsidiaries" on page 6, in the risk
factor on page 19 titled "To the extent cash or assets in the business is in our Hong Kong Operating Subsidiary, the funds or assets
may not be available to fund operations or for other use outside of the PRC or Hong Kong due to oversight on or the imposition by the
PRC government of restrictions and limitations on our ability or the ability of our Operating Subsidiary to transfer cash or assets "
and in Item 5. "Operating and Financial Review and Prospects" to reflect that, to the extent cash or assets in the business
are located in the PRC or Hong Kong or in our Hong Kong Operating Subsidiary, the funds or assets may not be available to fund operations
or for other use outside of the PRC or Hong Kong due to interventions in or the imposition by the PRC government of restrictions and limitations
on the ability of the Company's Operating Subsidiary to transfer cash or assets.

 6. Please revise here to provide a summary of risk factors. Additionally, please revise your summary of risk
factors to disclose the risks that your corporate structure and being based in or having the majority of the company's operations
in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with specific cross-references
(title and page) to the more detailed discussion of these risks in the annual report. 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 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 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. Lastly, please ensure that each summary risk factor related to your being a China-based issuer
is accompanied with a cross-reference to the relevant individual detailed risk factor.

 Response

 As noted above, please be advised that
the Company has amended its summary risk factors by replacing that disclosure in its entirety with a more extensive summary of risk factors.
The Company has reviewed such risk factors to ensure the following disclosures have been made in accordance with the SEC's comments:

 a. Risks that the corporate structure and having the Company's operations in Hong Kong poses to investors:

 Risk Factors - Risks Related
to Doing Business in Hong Kong - All of our operations are in Hong Kong, a special administrative region of the PRC. Due
to the long-arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion
over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our
operations and cause the value of our securities to decrease significantly or become worthless. The PRC government may intervene or impose
restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside
of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with
little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

 U.S. Securities and Exchange Commission

 May 19, 2025

 Page 4

 Risk Factors - Risks Related
to Doing Business in Hong Kong - Adverse regulatory developments in China may subject us to additional regulatory review, and additional
disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments
in China may impose additional compliance requirements for companies like us with Hong Kong-based operations, all of which could increase
our compliance costs and subject us to additional disclosure requirements.

 b. 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 or influence the Company's operations at any time

 Risk Factors - Risks Related
to Doing Business in Hong Kong - We may become subject to a variety of PRC laws and other obligations regarding data security with
respect to offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable
laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder
our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline
or be worthless.

 Risk Factors – Risks Related
to our Ordinary Shares - We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing
requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to
interventions in or the imposition by the PRC government of restrictions and limitations on our ability or the ability of our subsidiary
to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability
to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.

 Risk Factors -
Risks Related to Doing Business in Hong Kong - Uncertainties regarding the interpretation and enforcement of PRC laws, rules and
regulations, which could change at any time with little advance notice, could limit the legal protections available to us.

 c. Risks that the Chinese government may exert more control over offerings conducted overseas or foreign
investment in China-based issuers, which could result in a material change in the Company's operations and/or the value of its securities.

 Risk Factors -
Risks Related to Doing Business in Hong Kong - We may become subject to a variety of PRC laws and other obligations regarding data
security with respect to offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply
with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations
and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly
decline or be worthless.

 U.S. Securities and Exchange Commission

 May 19, 2025

 Page 5

 Risk Factors - Risks Related
to Doing Business in Hong Kong - If the Chinese government chooses to exert greater oversight and control over offerings that are conducted
overseas and/or foreign investment in China based issuers, such action could significantly limit or completely hinder our ability to offer
or continue to offer securities to overseas investors and cause such securities to significantly decline in value or to be worthless."

 In addition, every summary risk factor
is accompanied by a cross-reference to the relevant individual detailed risk factor.

 7. Please disclose here each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer your 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 operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. In doing so, explain how you arrived at your conclusion
and the basis for your conclusion. 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Martha Tang
Chief Financial Officer
J-Long Group Ltd.
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong

 Re: J-Long Group Ltd.
 Form 20-F for Fiscal Year Ended March 31, 2024
 Filed July 31, 2024
 Amendment No. 1 to Form 20-F for Fiscal Year Ended March 31, 2024
 Filed April 3, 2025
 File No. 001-41901
Dear Martha Tang:

 We have reviewed your April 3, 2025 response to our comment letter and
your
amended Form 20-F for the year ended March 31, 2024 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.
Unless we note otherwise, any references to prior comments are to comments in
our March
14, 2025 letter.

Amendment No. 1 to Form-F for Fiscal Year Ended March 31, 2024
Item 3. Key Information, page 1

1. We note your disclosure that you "are not a Hong Kong operating company
but a
 holding company organized under the laws of the Cayman Islands with all
of [y]our
 operations conducted by J-Long Limited . . . which is located in Hong
Kong." Please
 revise to:
 state that the holding company structure involves unique risks to
investors;
 explain whether the holding company structure is used to provide
investors with
 exposure to foreign investment in China-based companies where
Chinese law
 prohibits direct foreign investment in the operating companies, and
disclose that
 May 6, 2025
Page 2

 investors may never hold equity interests in the Hong Kong operating
entity; and
 clearly acknowledge that Chinese regulatory authorities could
disallow this
 structure.
2. We note your statement that "[d]ue to the long-arm provisions under the
current PRC
 laws and regulations, the PRC government may exercise significant
oversight and
 discretion over the conduct of our business and may intervene in or
influence our
 operations at any time, which could result in a material change in our
operations
 and/or the value of our Ordinary Shares." Please revise to also state
that it could cause
 the value of such securities to significantly decline or become
worthless.
3. We note your amended disclosure in response to prior comment 2. On page
4, where
 you disclose "[w]e currently intend to retain all available funds and
future earnings, if
 any, for the operation and expansion of our business and do not
anticipate declaring or
 paying any dividends in the foreseeable future," please revise to include
a cross-
 reference to your revised risk factor regarding your intentions to pay
dividends.
4. Please quantify here any cash flows and transfers of other assets by type
that have
 occurred between the holding company and its subsidiaries, and direction
of transfer.
 Additionally, please revise here to quantify, as you do starting on page
64, any
 dividends or distributions that a subsidiary has made to the holding
company and
 which entity made such transfer, and their tax consequences. Similarly
quantify
 dividends or distributions made to U.S. investors, the source, and their
tax
 consequences. Additionally, please revise here and the disclosure in Item
5 to
 include cross-references to the consolidated financial statements.
5. Please amend your disclosure here and in the summary risk factors and
risk factors
 sections to state that, to the extent cash or assets in the business is
in the PRC/Hong
 Kong or a PRC/Hong Kong entity, the funds or assets may not be available
to fund
 operations or for other use outside of the PRC/Hong Kong due to
interventions in or
 the imposition of restrictions and limitations on the ability of you and
your
 subsidiaries by the PRC government to transfer cash or assets. Please
also include this
 disclosure in Item 5. Operating and Financial Review and Prospects.
6. Please revise here to provide a summary of risk factors. Additionally,
please revise
 your summary of risk factors to disclose the risks that your corporate
structure and
 being based in or having the majority of the company s operations in
China poses to
 investors. In particular, describe the significant regulatory, liquidity,
and enforcement
 risks with specific cross-references (title and page) to the more
detailed discussion of
 these risks in the annual report. 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
 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 or foreign investment in China-based issuers
could
 significantly limit or completely hinder your ability to offer or
continue to offer
 May 6, 2025
Page 3

 securities to investors and cause the value of such securities to
significantly decline or
 be worthless. Lastly, please ensure that each summary risk factor
related to your being
 a China-based issuer is accompanied with a cross-reference to the
relevant individual
 detailed risk factor.
7. Please disclose here each permission or approval that you or your
subsidiaries are
 required to obtain from Chinese authorities to operate your business and
to offer your
 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 operations, and state affirmatively whether you
have
 received all requisite permissions or approvals and whether any
permissions or
 approvals have been denied. In doing so, explain how you arrived at your
conclusion
 and the basis for your conclusion. 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.
Item 3.D Risk Factors
You may experience difficulties in effecting service of legal process,
enforcing foreign
judgments or bringing actions in Hong Kong . . ., page 17

8. We note your reference to the section captioned "Enforceability of Civil
Liabilities"
 but no such section appears to exist. Please revise to include this
section. Additionally,
 we note your disclosure that "majority of our directors and officers are
Hong Kong
 nationals or residents and a substantial portion of their assets are
located in Hong
 Kong." Please revise here and your "Enforceability of Civil Liabilities"
section to
 identify the individuals located in Hong Kong.
 Please contact Rucha Pandit at 202-551-6022 or Cara Wirth at
202-551-7127 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Edwin Wong
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SCHLUETER & ASSOCIATES, P.C.

 5655 South Yosemite Street, Suite 350

 Greenwood Village, CO 80111

 Telephone:+1-303-292-3883

 Facsimile: +1-303-648-5663

 Email: hfs@schlueterintl.com

 April 3, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Service

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Rucha Pandit

 Re:

 J-Long Group Ltd.
 Form 20-F for the Fiscal Year Ended March 31, 2024

 File No. 001-41901

 Dear Ms. Pandit:

 We represent J-Long Group
Ltd. ("Registrant" and "Company") as U.S. counsel. We are submitting herewith an amended Annual Report on Form
20-F ("Amendment No. 1").

 The purpose of this
letter is to respond to the comment letter dated March 14, 2025 from the Division of Corporation Finance, Office of Trade &
Services (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission" or
"SEC") relating to the Registrant's Annual Report for the fiscal year ended March 31, 2024 (the "Annual
Report"). For your convenience, the comments have been reproduced below, followed by the Registrant's response. The
Registrant is concurrently submitting Amendment 1 to its Annual Report.

 Form 20-F for Fiscal Year Ended March 31, 2024

 Item 3. Key Information, page 1

 1. It
appears that all of your operations are conducted in Hong Kong. To the extent the Division of Corporation Finance's Sample Letter
to China-Based Companies (the "China Sample Letter"), issued by the Staff in December 2021, requests disclosure on the prospectus
cover page or in the prospectus summary, please provide such disclosure in a separate section at the beginning of Item 3 of Form 20-F;
in addition, please include a discussion of the transfer of cash within the company in Item 5 of Form 20-F.

 Response:

 In response to this comment, the Registrant has
included certain disclosures from the China Sample Letter as applicable in Item 3 of Form 20-F including, but not limited to, the following:

 (i) the Company is not a Chinese operating company but a Cayman Islands holding company with operations conducted
in Hong Kong by its Operating Subsidiary;

 (ii) Hong Kong is a special administrative region of the People's Republic of China ("China"
or "PRC"), the basic policies of the PRC regarding Hong Kong are reflected in Hong Kong's Basic Law and due to the long-arm
provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct
of the Company's business and may intervene in or influence our operations at any time, which could result in a material change
in the Company's operations and/or the value of its Ordinary Shares ;

 Securities and Exchange Commission

 Page Two

 April 3, 2025

 (iii) The Company's investors will not directly hold equity interests in its Operating Subsidiary;

 (iv) Pursuant to the Holding Foreign Companies Accountable Act (the "HFCAA"), the Company's
Ordinary Shares may be prohibited from trading on a U.S. exchange if its auditor cannot be fully inspected by the Public Company Accounting
Oversight Board (the "PCAOB");

 (v) The PRC government initiated a series of regulatory actions and made a number of public statements on
the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities
market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures
to extend the scope of cybersecurity reviews and expanding efforts in anti-monopoly enforcement. The Company does not believe that it
is directly subject to these regulatory actions or statements, as it does not have a variable interest entity structure and its business
does not involve the collection of user data, implicate cybersecurity or involve any other type of restricted industry;

 (vi) The enforcement of laws and rules and regulations in China can change quickly with little advance notice;

 (vii) The Company may become subject to a variety of PRC laws and other obligations regarding data security
with respect to offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with
applicable laws and obligations could have a material and adverse effect on its business, financial condition and results of operations
and may hinder its ability to offer or continue to offer Ordinary Shares to investors and cause its Ordinary Shares to significantly decline
in value or become worthless; and

 (viii) A description of how cash is transferred through the corporate organization and management's intentions
to distribute earnings through payment of dividends. This section has also been cross-referenced to Section 5, which reflects the same
disclosure with further disclosure regarding payment of dividends to date.

 We do not intend to pay dividends
for the foreseeable future, page 26

 2. Please
revise to acknowledge that the board of directors has complete discretion to declare and distribute dividends, and that they have done
so in the past, despite initial plans in the alternative, for example the dividends paid after your initial public offering. If true,
please revise to acknowledge that the board of directors may make similar decisions in the future and describe any risks to investors.

 Response:

 In response to this comment,
the Registrant has added further disclosure to the risk factor on page 30 (formerly, page 26) titled " We do not intend to pay
dividends for the foreseeable future" stating that the Board has declared dividends in the past, despite initial plans in the
alternative, and may make similar decisions in the future, and that the payment of dividends in the future could reduce the amount of
funds available to finance our operations and to expand our business.

 Securities and Exchange Commission

 Page Three

 April 3, 2025

 Item 15. Controls and Procedures, page 103

 3. We
note that your disclosure controls and procedures were effective for the year ended March 31, 2024. We also note that your internal control
over financial reporting was not effective and that you have a material weakness. SEC Release No. 33-8238 Section II, D states "[w]e
agree that some components of internal control over financial reporting will be included in disclosure controls and procedures for all
companies. In particular, disclosure controls and procedures will include those components of internal control over financial reporting
that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles." The deficient controls identified in your material weakness disclosure appear to
relate to an aspect of internal control over financial reporting that is also a part of disclosure controls and procedures. Please revise
to conclude that your disclosure controls and procedures were not effective, or explain why your conclusions are appropriate.

 Response:

 In accordance with the SEC's
comment, the Company has revised its disclosure to reflect that its disclosure controls and procedures were not effective in light of
the fact that the Company's internal control over financial reporting was not effective and the Company had a material weakness.

 If you have any questions
relating to Amendment No. 1 to the Annual Report, please contact Edwin Wong at his email address of edwin.wong@j-long.com or U.S. counsel,
Henry F. Schlueter, at hfs@schlueterintl.com.

 Please copy any correspondence
or requests for information to Celia Velletri at her email address of cv@schueterintl.com. If you wish to speak with us, please feel free
to call me at 303-868-3382 or Celia Velletri at 303-907-4842.

 Very truly yours,

 / s/ Henry F. Schlueter

 C:
 J-Long Group Ltd.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Martha Tang
Chief Financial Officer
J-Long Group Ltd.
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong

 Re: J-Long Group Ltd.
 Form 20-F for Fiscal Year Ended March 31, 2024
 File No. 001-41901
Dear Martha Tang:

 We have reviewed your filing 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 Fiscal Year Ended March 31, 2024
Item 3. Key Information, page 1

1. It appears that all of your operations are conducted in Hong Kong. To
the extent the
 Division of Corporation Finance s Sample Letter to China-Based
Companies, issued
 by the Staff in December 2021, requests disclosure on the prospectus
cover page or in
 the prospectus summary, please provide such disclosure in a separate
section at the
 beginning of Item 3 of Form 20-F; in addition, please include a
discussion of the
 transfer of cash within the company in Item 5 of Form 20-F.
We do not intend to pay dividends for the foreseeable future, page 26

2. Please revise to acknowledge that the Board of Directors has complete
discretion to
 declare and distribute dividends, and that they have done so in the
past, despite initial
 plans in the alternative, for example the dividends paid after your
initial public
 offering. If true, please revise to acknowledge that the Board of
Directors may make
 similar decisions in the future and describe any risks to investors.
 March 14, 2025
Page 2
Item 15. Controls and Procedures, page 103

3. We note that your disclosure controls and procedures were effective for
the year
 ended March 31, 2024. We also note that your internal control over
financial reporting
 was not effective and that you have a material weakness. SEC Release No.
33-8238
 Section II, D states [w]e agree that some components of internal
control over
 financial reporting will be included in disclosure controls and
procedures for all
 companies. In particular, disclosure controls and procedures will
include those
 components of internal control over financial reporting that provide
reasonable
 assurances that transactions are recorded as necessary to permit
preparation of
 financial statements in accordance with generally accepted accounting
 principles." The deficient controls identified in your material weakness
disclosure
 appear to relate to an aspect of internal control over financial
reporting that is also a
 part of disclosure controls and procedures. Please revise to conclude
that your
 disclosure controls and procedures were not effective, or explain why
your
 conclusions are appropriate.

 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 Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Edwin Wong
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

J-Long Group Limited

Flat F, 8/F, Houston Industrial Building

32-40 Wang Lung Street, Tsuen Wan

New Territories, Hong Kong

December 26, 2023

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Stephen Kim

    Linda Cvrkel

    Rucha Pandit

    Donald Field

    Re:
    J-Long Group Limited (the “Company”) (CIK No. 0001948436)

    Registration Statement on Form F-1, as amended

    File No. 333-275077

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effectiveness at 4:00pm ET on December 29, 2023, or as soon as thereafter practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    J-Long Group Limited

    By:
    /s/ Danny Tze Ching Wong

    Name:
    Danny Tze Ching Wong

    Title:
    Director and Chairman

CORRESP
1
filename1.htm

December 26, 2023

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Stephen Kim

    Linda Cvrkel

    Rucha Pandit

    Donald Field

    Re:
    J-Long Group Limited (the “Company”) (CIK No. 0001948436)

    Registration Statement on Form F-1, as amended

    File No. 333-275077

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of J-Long Group Limited (the “Company”)
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m.,
Eastern Time, on December 29, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
K&L Gates, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that the underwriters have complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Eddid Securities USA Inc.

    as the representative

    By:
    /s/ Tom Li

    Name:
    Tom Li

    Title:
    Managing Director

CORRESP
1
filename1.htm

December 15, 2023

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention

    Rucha Pandit

    Donald Field

    Re:

    J-Long Group Limited

    Amendment No. 4 to Registration Statement on Form F-1

Ladies and Gentlemen:

On behalf of our client, J-Long
Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s response to the comments contained in the Staff’s letter dated December 13, 2023 on the Company’s
registration statement on Form F-1 submitted on December 7, 2023. Concurrently with the submission of this letter, the Company is submitting
its revised registration statement on Form F-1 (the “Revised Registration Statement”) and certain exhibits via
EDGAR to the Commission.

The Staff’s comments
from its letters dated December 13, 2023 is repeated below in bold and followed by the Company’s responses. We have included page
numbers to refer to the location in the Revised Registration Statement where the language addressing the comments appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

K&L GATES, SOLICITORS

44th Floor
Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong

高蓋茨律師事務所
香港中環皇后大道中15號 置地廣場公爵大廈44樓

T +852 2230 3500 F +852 2511 9515 klgates.com

    Partners

     Neil CAMPBELL
    甘寶靈
    William Z. HO
    何志淵
    Virginia M.L. TAM
    譚敏亮
    Sook Young YEU

    呂淑榮

    Michael K.S. CHAN
    陳國淳
    Jay J. LEE
    李再浩
    Choo Lye TAN
    陳珠萊
    Eugene Y.C. YEUNG

    楊睿知

    Sacha M. CHEONG
    文錦明
    Iris M.K. LEUNG
    梁美琪
    Vincent S.K. TSO
    曹紹基

    Jay C. CHIU
    邱志藩
    Scott D. PETERMAN
    畢德民
    Christopher TUNG
    董彥華

    Paul R. HASWELL
    何 威
    Carolyn H.L. SNG
    孫慧蓮
    Frank VOON
    溫匯源

    Registered Foreign Lawyer (PRC)
    Registered Foreign Lawyer (California (USA))

    Amigo L. XIE
    謝嵐
    Roberta A. CHANG
    張 安

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

Cover Page

    1.

    We note your conclusion that, “[b]ased
    on management’s internal assessment . . . JL, Sun Choice, and our operating subsidiary, JLHK, are not required to obtain any permissions
    or approvals from any Chinese authorities to operate their business as of the date of this prospectus.” In this regard, we note that
    you do not appear to have relied upon an opinion of counsel with respect to your conclusion that you do not need any PRC permissions and
    approvals to operate your business and to offer securities to investors. If true, state as much and explain why such an opinion was not
    obtained. Additionally, please make conforming revisions to the section captioned “Permission Required from Hong Kong and PRC Authorities”
    starting on page 15 and the resale prospectus cover page.

    Response: In response to the Staff’s comment, the Company has revised the referenced disclosure on the prospectus cover page, page 16, page
138, the resale prospectus cover page and page alt-8 of the Revised Registration Statement.

    Very truly yours,

    /s/ Virginia Tam

    Name:
    Virginia Tam

United States securities and exchange commission logo
December 13, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re:J-Long Group Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed December 7, 2023
File No. 333-275077
Dear Edwin Chun Yin Wong:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Cover Page
1.We note your conclusion that, "[b]ased on management’s internal assessment . . . JL, Sun
Choice, and our operating subsidiary, JLHK, are not required to obtain any permissions or
approvals from any Chinese authorities to operate their business as of the date of this
prospectus."  In this regard, we note that you do not appear to have relied upon an opinion
of counsel with respect to your conclusion that you do not need any PRC permissions and
approvals to operate your business and to offer securities to investors.  If true, state as
much and explain why such an opinion was not obtained.  Additionally, please make
conforming revisions to the section captioned "Permission Required from Hong Kong and
PRC Authorities" starting on page 15 and the resale prospectus cover page.

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 December 13, 2023 Page 2
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
December 13, 2023
Page 2
            Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam

CORRESP
1
filename1.htm

November 21, 2023

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:

    Stephen Kim

    Linda Cvrkel

    Rucha Pandit

    Donald Field

    Re:

    J-Long Group Limited

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

    Filed November 9, 2023

    File No. 333-275077

Ladies and Gentlemen:

On behalf of our client, J-Long
Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s response to the comments contained in the Staff’s letter dated November 17, 2023 on the Company’s
registration statement on Form F-1 submitted on November 9, 2023. Concurrently with the submission of this letter, the Company is submitting
its revised registration statement on Form F-1 (the “Revised Registration Statement”) and certain exhibits via
EDGAR to the Commission.

The Staff’s comments
from its letters dated November 17, 2023 is repeated below in bold and followed by the Company’s responses. We have included page
numbers to refer to the location in the Revised Registration Statement where the language addressing the comments appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

K&L GATES, SOLICITORS

44th Floor Edinburgh Tower
The Landmark 15 Queen’s Road Central Hong Kong

高蓋茨律師事務所
香港中環皇后大道中15號 置地廣場公爵大廈44樓

T +852 2230 3500 F +852 2511 9515 klgates.com

Partners

    Neil CAMPBELL
    甘寶靈

    William Z. HO
    何志淵

    Carolyn H.L. SNG
    孫慧蓮

    Christopher TUNG
    董彥華

    Michael K.S. CHAN
    陳國淳

    Jay J. LEE
    李再浩

    Virginia M.L. TAM
    譚敏亮

    Frank VOON
    溫匯源

    Sacha M. CHEONG
    文錦明

    Iris M.K. LEUNG
    梁美琪

    Choo Lye TAN
    陳珠萊

    Sook Young YEU
    呂淑榮

    Jay C. CHIU
    邱志藩

    Scott D. PETERMAN
    畢德民

    Vincent S.K. TSO
    曹紹基

    Eugene Y.C. YEUNG
    楊睿知

Registered Foreign Lawyer (PRC)

    Amigo L. XIE
    謝嵐

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

Prospectus Summary

Corporate History and Structure, page 3

    1.

    In Note 14 on page F-29, you disclose you
    effected a stock split whereby each 3 issued and outstanding ordinary shares were divided into 8 ordinary shares on November 8,
    2023, and revised the consolidated balance sheets and consolidated statements of changes in shareholders’ equity to reflect
    such a stock split. However, you disclose here you had a stock split “at a ratio of 3-for-8.” It appears it should be
    described “at a ratio of 8-for-3” as it is a stock split and not a reverse stock split. Please revise here and on pages
    63 and F-33.

    In response to the Staff’s comment, the
    Company has revised the relevant disclosure on pages 1, 3, 58, 59, 63 and F-33.

The Offering, page 20

    2.

    You disclose you are offering 1,400,000 ordinary
    shares with a par value of US$0.0001 per share. Given the share split of your ordinary shares occurred on November 8, 2023, please revise
    the par value to reflect the latest par value of US$0.0000375 per share here and in other relevant sections throughout the filing.

    In response to the Staff’s comment, the
    Company has revised the relevant disclosure on the cover page and pages ii and 20.

Notes to Consolidated Financial Statement

18. Subsequent Events, page F-33

    3.

    We note that you have effected a 8-for-3 stock
    split on November 8, 2023 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-2 to reference the stock split and dual dates its opinion in accordance
    with PCAOB AS 3110.05 and provide an updated consent to reflect the revised audit report.

    In response to the Staff’s comment, our independent auditor has revised its report on page F-2 and provided an updated consent
to reflect the revised audit report.

    Very truly yours,

    /s/ Virginia Tam

    Name:  Virginia Tam

United States securities and exchange commission logo
November 17, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re:J-Long Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 9, 2023
File No. 333-275077
Dear Edwin Chun Yin Wong:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No.1 to Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 3
1.In Note 14 on page F-29, you disclose you effected a stock split whereby each 3 issued
and outstanding ordinary shares were divided into 8 ordinary shares on November 8,
2023, and revised the consolidated balance sheets and consolidated statements of changes
in shareholders' equity to reflect such a stock split. However, you disclose here you had a
stock split "at a ratio of 3-for-8." It appears it should be described "at a ratio of 8-for-3" as
it is a stock split and not a reverse stock split. Please revise here and on pages 63 and F-
33.

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 November 17, 2023 Page 2
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
November 17, 2023
Page 2
The Offering, page 20
2.You disclose you are offering 1,400,000 ordinary shares with a par value of US$0.0001
per share. Given the share split of your ordinary shares occurred on November 8, 2023,
please revise the par value to reflect the latest par value of US$0.0000375 per share here
and in other relevant sections throughout the filing.
Notes to Consolidated Financial Statements
18. Subsequent Events, page F-33
3.We note that you have effected a 8-for-3 stock split on November 8, 2023 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-2 to reference the
stock split and dual dates its opinion in accordance with PCAOB AS 3110.05 and
provide an updated consent to reflect the revised audit report.
            Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam

United States securities and exchange commission logo
August 14, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re:J-Long Group Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 25, 2023
CIK No. 0001948436
Dear Edwin Chun Yin Wong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Major Factors Affecting Our Financial Results, page 63
1.We note your response to comment 3 and reissue.  Please further augment your disclosure
to quantify the impact on your revenues, or results of operation due to COVID-19 and
supply chain issues, in the past and going forward.  As examples only, quantify 1) the
extent to which the Company experienced "supply chain disruption due to lock downs in
China or its 'zero-covid' policy" and 2) the decline in sales generated from China for the
year ended March 31, 2023.

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 August 14, 2023 Page 2
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
August 14, 2023
Page 2
Cost of Sales, page 64
2.We note your discussion and analysis of cost of sales is limited to a reference to your
gross profit discussion which does not address changes in your cost of sales directly.
Please expand your disclosure to provide a separate discussion and analysis of cost of
sales.  Also, include separate quantification and discussion of changes in significant
components of cost of sales that caused the item to materially vary from the prior period.
Refer to Item 4(a) of Form F-1 and Item 5 of Form 20-F.
Selling and Marketing Expenses, page 65
3.You attribute the increase in selling and marketing expenses to higher commissions and
increased salaries to your sales and marketing department.  Please tell us and revise to
disclose why commissions were higher given that revenues stayed flat, the underlying
reason(s) for the increased salaries (e.g. increased workforce, annual pay rise, etc.) and
whether this trend of increasing salaries is expected to continue.
Critical Accounting Policies and Estimates, page 67
4.We have read your response to comment 2.  Your risk factor disclosure on page
36 cautions investors that you depend on demand and storage capacity forecast to manage
inventory and such demand can change significantly and may be affected by seasonality,
the economy, changes in trends and consumers’ preferences.  It further describes a risk
that any failures to manage inventory may subject you to the risk of inventory
obsolescence resulting in decline in inventory value, and inventory write-downs or write-
offs which may materially and adversely affect your results of operations and financial
condition.  We note that inventory represents approximately 28% of your total assets as of
March 31, 2023.  It appears there are accounting estimates and assumptions related to
inventory valuation that are susceptible to change given the nature of your business and
your exposure to changes in trends, consumers’ preferences, and general economic
conditions which could have a material effect on your financial condition or operating
performance.  Although you indicate that your accounting estimates would not be critical
accounting estimates due to the level of activity and lack of complex transactions, these
accounting estimates/assumptions appear susceptible to change and the resulting
change(s) could materially impact your financial statements in the future.  Accordingly,
please revise to include, at a minimum, your critical accounting policies for inventory.

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 August 14, 2023 Page 3
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
August 14, 2023
Page 3
            You may contact Stephen Kim at (202)551-3291 or Linda Cvrkel at (202) 551-3813 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Rucha Pandit at (202) 551-6022 or Donald Field at (202) 551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam

United States securities and exchange commission logo
March 20, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re:J-Long Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 2, 2022
CIK No. 0001948436
Dear Edwin Chun Yin Wong:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.1 to Draft Registration Statement on Form F-1
Recent Regulatory Developments in the PRC, page 11
1.We note your revised disclosure regarding the "Trial Measures" and new CSRC filing
procedures.  Please revise to clarify if the company and this offering will be subject to
such Trial Measures and filing requirements.

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 Comapany NameJ-Long Group Ltd
 March 20, 2023 Page 2
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Edwin Chun Yin Wong
J-Long Group Ltd
March 20, 2023
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Management's Discussion and Analysis of Financial Condition and Results of Operations, page
62
2.We note your response to comment 8 and your related revision stating that you have no
critical accounting estimates.  It is not clear to us how you determined that you have no
critical accounting policies or estimates.  Please tell us why you believe you have no
critical accounting estimates including why the net realizable value of inventory,
impairments of long-lived assets, contingent liabilities, valuation of deferred tax assets
and tax contingencies, and fair value measurements are not critical accounting policies for
you as these all appear to apply to your business.  Refer to Release No. 33-8350 and
Release No. 33-8040 for additional guidance.
Major Factors Affecting Our Financial Results, page 63
3.We note your revised disclosure in response to our comments 6 and 7 describing the
impact of covid-19 and related supply chain issues on your business.  Please augment your
disclosure to quantify, the impact on your revenues, or results of operation due to covid-
19 and supply chain issues, in the past and going forward.
            You may contact Stephen Kim at 202-551-3291 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 25, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re:J-Long Group Ltd
Draft Registration Statement on Form F-1
Submitted December 30, 2022
CIK No. 0001948436
Dear Edwin Chun Yin Wong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.We note your disclosure that you "intend to apply to list [your] Ordinary Shares on the
Nasdaq Capital Market under the symbol “JL.”  There is no assurance that such
application will be approved, and if [your] application is not approved, this offering may
not be completed."  Please revise to disclose more clearly whether this offering is
contingent upon the final approval of your Nasdaq Capital Market listing.
2.We note your disclosure that you will be a controlled company following the offering.
Please revise to identify the "Controlling Shareholder" and disclose, if true, that the

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 January 25, 2023 Page 2
 FirstName LastNameEdwin Chun Yin Wong
J-Long Group Ltd
January 25, 2023
Page 2
Controlling Shareholder will have the ability to determine all matters requiring approval
by stockholders.
3.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in Hong Kong or a
Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of the Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries by the PRC government to transfer
cash or assets. On the cover page, provide cross-references to these other discussions.
4.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you do not need any permissions and approvals to operate your
business and to offer securities to investors. If true, state as much and explain why such an
opinion was not obtained.  In addition, please augment your disclosure to discuss how
how came to the conclusion that no permissions and approvals to operate your business
and to offer securities to investors are required, and the basis on which you made that
determination. Please also revise the Permission Required from Hong Kong and PRC
Authorities section on page 12 accordingly.
Recent PCAOB Developments, page 12
5.Please revise this section to reflect the most recent legislative developments regarding the
HFCAA.  In this regard, we note the number of consecutive years an issuer can be
identified as a commission-identified issuer before the Commission must impose an initial
trading prohibition on the issuer’s securities has been reduced from three years to two
years.  Please revise the prospectus throughout as applicable.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
60
6.Please describe, and quantify to the extent possible, any known trends and uncertainties
that have had or that you reasonably expect will have a material favorable or unfavorable
impact on your revenue or results of operations, in light of the impact of COVID-19 on
your business. Please refer to CF Disclosure Guidance: Topic No. 9.
7.We note your disclosure on page 72, "[a]s we do not own or operate any manufacturing
operations, for products that require conversion, we delegate the converting process of our
products to our manufacturing services suppliers located in the PRC, ..."  With a view
towards disclosure, please tell us whether you have experienced supply chain disruptions.
If applicable, please discuss here whether supply chain disruptions materially affect your
outlook or business goals, specify whether these challenges have materially impacted your
results of operations or capital resources, and quantify, to the extent possible, how your
sales, profits, and/or liquidity have been impacted.  If you have taken actions to lessen the
impact of supply chain issues, if material, quantify the impact of such actions, describe
such actions in greater detail, and discuss known trends or uncertainties resulting from
such actions.

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 January 25, 2023 Page 3
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
January 25, 2023
Page 3
8.Please revise to disclose your critical accounting estimates.  Refer to Item 5.E. of Form
20-F.
Results of Operations
Revenues, page 62
9.You attribute the increase of total revenue to the increase in revenue from your heat
transfer products and woven labels and tapes products.  Please revise to provide more
robust disclosures regarding the reasons for your revenue increase.  In doing so,
describe the underlying reasons for these material changes in quantitative and qualitative
terms, including the extent to which such changes are attributable to changes in prices or
to changes in the volume or amount of goods or services being sold or to the introduction
of any new products or services.
Cost of Sales, page 62
10.You disclose that the increase in cost of sales was in line with the increase in sales
while the gross profit margin increased to 23.1% from 20.6%.  Please revise to clarify
what appears to be a contradiction and expand your discussion of cost of sales to quantify
and further explain the underlying factors to which changes are attributed.  See Item 5.A.
of Form 20-F and SEC Release No. 33-8350 for guidance.
Liquidity and Capital Resources
Cash Flow
Operating Activities, page 63
11.Please note that your analysis of operating cash flows should focus on factors that directly
affect cash, and not merely refer to results of operations prepared on an accrual basis,
noncash items that do not affect cash, and items reported in the statement of cash flows or
changes in line items presented in your balance sheet without discussing how such items
directly affect cash.  Refer to Section IV.B.1 of SEC Release No. 33-8350 for guidance.
Please revise your disclosure accordingly.
Quantitative and Qualitative Disclosures About Market Risk, page 68
12.Your disclosures with respect to your exposure to currency risk and interest rate risk do
not comply with the guidance in Item 11.(a)(1) of Form 20-F.  Please revise to provide
quantitative disclosures regarding your exposure to currency risk and interest rate risk in
one of the suggested formats outlined in Item 11.(a)(1) of Form 20-F.

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 Comapany NameJ-Long Group Ltd
 January 25, 2023 Page 4
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
January 25, 2023
Page 4
Consolidated Balance Sheets, page F-3
13.Please revise to separately present accounts receivables from and accounts payables to
related parties on your balance sheets and statements of cash flows.  Refer to Rule 4-
08(k), Rule 5-02.3(a), and Rule 5-02.19(a) of Regulation S-X.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
14.Based on the nature and the geographical areas of your operations and your disclosure on
page F-10, it appears that you would have exposure to foreign currency translation.
However, there is no foreign currency translation line item in your statement of
comprehensive income.  Please explain, or revise as necessary.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15
15.Your disclosure on page F-25 indicates that you have customer deposit received balances
of $449,772 and $269,263 as of March 31, 2021 and 2022.  Please revise to include all
required disclosures in accordance with ASC 606-10-50-8.
16.On page 60 of MD&A, you disclose your revenues from eight types of products for each
of the periods presented in your statement of operations, while in Note 2 to your financial
statements, you break-out your revenues only by heat transfer and non-heat transfer
products.  Please revise the notes to your financial statements to disclose disaggregated
revenues by the categories disclosed on page 60 of MD&A or explain why you do not
believe this is required.  Refer to the guidance in ASC 606-10-60-5 and ASC 280-10-50-
40.
13. Income Tax, page F-25
17.Please revise to include a description of tax years that remain subject to examination by
major tax jurisdictions in accordance with ASC 740-10-50-15(e).
14. Revenue and Segment Information, page F-27
18.You disclose that revenue within Asia contributed over 80% of your total revenue.  Please
revise to disclose revenues from external customers attributed to the your country of
domicile and attributed to all foreign countries in total in accordance with ASC 280-10-
50-41.  To the extent that revenues from external customers attributed to an individual
foreign country are material, disclose those revenues separately.
General
19.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your

 FirstName LastNameEdwin Chun Yin Wong
 Comapany NameJ-Long Group Ltd
 January 25, 2023 Page 5
 FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
January 25, 2023
Page 5
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact the staff member associated with the review of this
filing to discuss how to submit the materials, if any, to us for our review
            You may contact Stephen Kim at 202-551-3291 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services