SecProbe.io

CORRESP
 1
 filename1.htm

 US
Tiger Securities, Inc.

 437
Madison Avenue, 27th Floor

 New
York, NY 10022

 June
6, 2025

 Via
EDGAR

 Division
of Corporate Finance

 Office
of Trade & Services

 Securities
and Exchange Commission

 Washington,
D.C. 20549

 Attn:
 Mr. Scott Stringer

 Mr.
Doug Jones

 Ms.
Rucha Pandit

 Ms.
Lilyanna Peyser

 Re:
 Julong
 Holding Limited

 Registration
 Statement on Form F-1, as amended

 Initially
 Filed on March 28, 2025

 File
 No. 333-286214

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: Monday, June 9, 2025

 Requested
Time: 4:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as representative of the underwriters
of the proposed initial public offering of securities of Julong Holding Limited (the "Company"), hereby join the Company's
request that the effective date of the above-referenced registration statement on Form F-1, as amended, be accelerated so that it will
be declared effective at 4:00 p.m., Eastern Time, on Monday, June 9, 2025, or as soon thereafter as possible.

 Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute 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 it has 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,

 US
 Tiger Securities, Inc.

 By:
 /s/
 Jack Ye

 Name:

 Jack
 Ye

 Title:
 Managing
 Director

CORRESP
 1
 filename1.htm

 DLA
 Piper UK LLP Beijing Representative Office
 20th Floor, South Tower, Beijing Kerry Center
 1 Guanghua Road, Chaoyang District
 Beijing 100020, China
 T +86 10 8520 0600
 F +86 10 8520 0700
 www.dlapiper.com

 June
6, 2025

 Via
EDGAR

 Division
of Corporate Finance

 Office
of Trade & Services

 Securities
and Exchange Commission

 Washington,
D.C. 20549

 Attn:
 Mr.
 Scott Stringer

 Mr.
 Doug Jones

 Ms.
 Rucha Pandit

 Ms.
 Lilyanna Peyser

 Re:
 Julong
 Holding Limited (CIK No. 0002007846)

 Registration
 Statement on Form F-1 (File No. 333-286214)

 Registration
 Statement on Form 8-A (File No. 001-42683)

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Julong Holding Limited
(the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration
Statement") be accelerated to, and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on Monday, June
9, 2025, or as soon as thereafter practicable.

 The
Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the Class A ordinary
shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together
with the Registration Statement on Form 8-A, the "Registration Statements").

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's counsel, DLA Piper UK LLP.

 The
Company understands that the underwriters have joined in this request in a separate letter filed with the Securities and Exchange Commission
today.

 [Signature
page follows]

 Very
 truly yours,

 Julong
 Holding Limited

 By:
 /s/
 Jiaqi Hu

 Name:
 Jiaqi
 Hu

 Title:
 Chief
 Executive Officer,

 Chairman
 of the Board of the Directors

 [Signature
Page - Acceleration Request Letter - Company]

CORRESP
 1
 filename1.htm

 DLA
 Piper UK LLP Beijing Representative Office
 20th Floor, South Tower, Beijing Kerry Center
 1 Guanghua Road, Chaoyang District
 Beijing 100020, China
 T +86 10 8520 0600
 F +86 10 8520 0700
 www.dlapiper.com

 April
22, 2025

 Via
EDGAR

 Division
of Corporate Finance

 Office
of Trade & Services

 Securities
and Exchange Commission

 Washington,
D.C. 20549

 Attn:
 Mr.
 Scott Stringer

 Mr.
 Doug Jones

 Ms.
 Rucha Pandit

 Ms.
 Lilyanna Peyser

 Re:
 Julong
 Holding Limited

 Registration
 Statement on Form F-1

 Filed
 March 28, 2025

 File
 No. 333-286214

 Dear
Mr. Stringer, Mr. Jones, Ms. Pandit and Ms. Peyser:

 On
behalf of our client, Julong Holding Limited, a exempted company incorporated in the Cayman Islands (the "Company"), we hereby
submit to the staff (the "Staff") of the Securities and Exchanges Commission (the "Commission") this letter setting
forth the Company's responses to the comments contained in the Staff's letter dated April 16, 2025 on the Company's
registration statement on Form F-1 confidentially filed on March 28, 2025 (the "Registration Statement").

 Concurrently
with the submission of this letter, the Company is filing its revised registration statement on Form F-1 (the "Revised Registration
Statement") with exhibits via EDGAR to the Commission for review.

 The
Company has responded to the Staff's comments by revising the Registration Statements to address the comments, or by providing
an explanation if the Company has not so revised the Registration Statement. The Staff's comments are repeated below in bold and
are followed by the Company's responses. We have included page references in the Draft Registration Statement where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised
Registration Statement.

 Registration
Statement on Form F-1 filed March 28, 2025

 Report
of Independent Registered Accounting Firm, page F-2

 1.
 The
 report states financial statements as of and for the years ended September 30, 2024 and 2023 were audited. However, it refers only
 to "year" then ended regarding the financial statements rather than "years" and the opinion sentence does
 not refer to as of and for the year ended September 30, 2023. Please have your auditor revise its report as appropriate. Refer to
 PCAOB AS 3101, paragraph 08. If financial statements for either year were not audited and the opinion does not cover fiscal year
 2023, please advise.

 In
response to the Staff's comment, the Company has revised the disclosure on the pages F-2 and F-3 of the Revised Registration
Statement accordingly.

 Notes
to Combined and Consolidated Financial Statements

 3.
Recent accounting pronouncements, page F-14

 2.
 We
 note you removed disclosure regarding recently issued accounting pronouncements not yet adopted, including ASU 2023-07, Improvements
 to Reportable Segment Disclosures and ASU 2023-09, Improvements to Income Tax Disclosures. Please explain why the disclosures were
 removed or revise to include the disclosures required by ASC 250-10-S99-5 (SAB Topic 11:M). If you adopted ASU 2023-07 for the year
 ending September 30, 2024 as you previously disclosed you expected to do, tell us how your disclosure complies with this
 standard.

 In
 response to the Staff's comment, the Company has revised the disclosure on the Foot Notes 1, 3 and 19 on pages F-9, F-14,
 F-15, F-22 and F-23 of the Revised Registration Statement accordingly, to include ASU 2023-07, Improvements to Reportable Segment
 Disclosures.

 Condensed
Financial Statements of Julong Holding Limited, page F-24

 3.
 Please
 clarify if these financial statements are those of the parent company. Also, it is not clear if these financial statements are included
 in the notes to the audited combined and consolidated financial statements or provided as a schedule to the filing in association
 with the information regarding Schedule I that follows these statements. In either case, these financial statements are to be audited
 the same as the audited combined and consolidated financial statements (including related notes) referred to in the independent auditor's
 report. If these financial statements are included as an audited schedule to the filing, the independent auditor's report needs
 to refer to this schedule. Refer to Item 8.A of Form 20-F, Rule 5-04(c) of Regulation S-X and PCAOB AS 3101. Please revise as appropriate.

 With
 the respect to these financial statements, which are those of the parent company. In response to the Staff's comment, the
 Company has revised Foot Note 1 on page F-9 of the Revised Registration Statement and changed supplement schedule I to Foot Notes
 22 on page F-24 of the Revised Registration Statement to include the financial statements of the parent company.

 Thank
you for your assistance in this matter. You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

 Very
 truly yours,

 /s/
 Yang Ge

 Yang
 Ge

 cc:
 Jiaqi
 Hu, Chairman and Chief Executive Officer, Julong Holding Limited
 Richard
 Aftanas, Esq., Partner, Hogan Lovells US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Jiaqi Hu
Chief Executive Officer
Julong Holding Ltd
Room 2009, Building A, Times Fortune World
No.1 Hangfeng Road, Fengtai District
Beijing, China 100070

 Re: Julong Holding Ltd
 Registration Statement on Form F-1
 Filed March 28, 2025
 File No. 333-286214
Dear Jiaqi Hu:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed March 28, 2025
Report of Independent Registered Accounting Firm, page F-2

1. The report states financial statements as of and for the years ended
September 30,
 2024 and 2023 were audited. However, it refers only to "year" then ended
regarding
 the financial statements rather than "years" and the opinion sentence
does not refer to
 as of and for the year ended September 30, 2023. Please have your
auditor revise
 its report as appropriate. Refer to PCAOB AS 3101, paragraph 08. If
financial
 statements for either year were not audited and the opinion does not
cover fiscal year
 2023, please advise.
 April 16, 2025
Page 2

Notes to Combined and Consolidated Financial Statements
3. Recent accounting pronouncements, page F-14

2. We note you removed disclosure regarding recently issued accounting
 pronouncements not yet adopted, including ASU 2023-07, Improvements to
 Reportable Segment Disclosures and ASU 2023-09, Improvements to Income
Tax
 Disclosures. Please explain why the disclosures were removed or revise
to include the
 disclosures required by ASC 250-10-S99-5 (SAB Topic 11:M). If you
adopted ASU
 2023-07 for the year ending September 30, 2024 as you previously
disclosed you
 expected to do, tell us how your disclosure complies with this standard.
Condensed Financial Statements of Julong Holding LImited, page F-24

3. Please clarify if these financial statements are those of the parent
company. Also, it is
 not clear if these financial statements are included in the notes to the
audited
 combined and consolidated financial statements or provided as a schedule
to the filing
 in association with the information regarding Schedule I that follows
these statements.
 In either case, these financial statements are to be audited the same as
the audited
 combined and consolidated financial statements (including related notes)
referred to in
 the independent auditor's report. If these financial statements are
included as an
 audited schedule to the filing, the independent auditor's report needs
to refer to this
 schedule. Refer to Item 8.A of Form 20-F, Rule 5-04(c) of Regulation S-X
and
 PCAOB AS 3101. Please revise as 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Scott Stringer at 202-551-3272 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Yang Ge
</TEXT>
</DOCUMENT>

August 20, 2024
Jiaqi Hu
Chief Executive Officer
Julong Holding Ltd
Room 2009, Building A, Times Fortune World
No.1 Hangfeng Road, Fengtai District
Beijing, China 100070
Re:Julong Holding Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 30, 2024
CIK No. 0002007846
Dear Jiaqi Hu:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
General
Please revise to restore the word "unique" when referring to the risks of your structure to
investors on the cover page and on page 4, and delete the newly-included word "directly"
where you state that investors may never hold equity interests in your operating
subsidiaries on the cover page and on page 4. In this regard, such revisions relate to legal
and operational risks to investors associated with the fact that you operate in the PRC. It is
unclear to us that there have been changes in the regulatory environment in the PRC since
the last draft registration statement that was submitted on June 14, 2024 warranting
revised disclosure that mitigates the challenges you face and related disclosures. Further,
the Sample Letters to China-Based Companies sought specific disclosures relating to the
risks associated with the structure of your business, including that your "structure involves 1.

August 20, 2024
Page 2
unique risks to investors" and that "investors may never hold equity interests" in your
Chinese operating entities. We do not believe that your revised disclosure conveys the
same degree of risk and uncertainty.
2.We note your statement on the cover page and on pages 1 and 4 that "cash 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 of restrictions and limitations on, the ability of our
holding company, or our PRC subsidiaries...." Please revise to include all of your
subsidiaries, as opposed to only your "PRC subsidiaries."
            Please contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yang Ge

July 5, 2024
Jiaqi Hu
Chief Executive Officer
Julong Holding Ltd
Room 2009, Building A, Times Fortune World
No.1 Hangfeng Road, Fengtai District
Beijing, China 100070
Re:Julong Holding Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 14, 2024
CIK No. 377-07189
Dear Jiaqi Hu:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 16, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 3 and reissue it in part. Please further revise
your disclosure here and on page 9 to clearly state whether any transfers, dividends, or
distributions have been made to date between the holding company and investors.
Additionally, please provide a cross-reference to the consolidated financial statements.
We note your response to prior comment 5 and reissue it in part. Please further revise here
and page 10 of the prospectus summary to clearly discuss whether there are any
limitations on your ability to transfer cash to investors. Additionally, please provide a
cross-reference to your discussion of this issue in your summary risk factors, and risk 2.

July 5, 2024
Page 2
factors sections, as well.
3.Please revise your statement that "the legal and operational risks associated with our
operations in the PRC apply to its operations in Hong Kong only to the extent applicable"
to delete the phrase "only to the extent applicable."
Prospectus Summary
Corporate History and Structure, page 3
4.Please include a footnote to the diagram indicating that Mr. Hu, your chief executive
officer, owns 96% of Datongyi Holding Limited.
Risks Related to Doing Business in China, page 7
5.We note your revised disclosure on page 5 in response to prior comment 9. Please revise
to instead include this disclosure in bulleted format under the section captioned "Risks
Related to Doing Business in China." Additionally, please revise here to ensure that each
summary risk factor in this section is accompanied with specific cross-references to the
title of the more detailed discussion of these risks in the registration statement. Where you
state that the "Chinese government exerts substantial influence over the conduct of our
business and may intervene with or influence our operations as the government deems
appropriate to further regulatory, political and societal goals," please revise to include the
fact that the Chinese government may also exert more control over foreign investment in
China-based issuers, and that all such exertions of control by the Chineses government
could result in a material change in your operations and/or the value of the securities you
are registering for sale.
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 10
6.We note your response to prior comment 10 and reissue it in part. Please revise to state
affirmatively whether you have received all requisite permissions or approvals to offer the
securities being registered to foreign investors. In this regard, we note your representation
confirming the negative, that you "have not been requested to obtain or denied any license
or permission from any government authority in China in connection with our operations
or this offering as of the date of this prospectus." Additionally, please disclose whether all
conclusions in this section are based on the opinion of counsel and, if not, why that is the
case and the basis for such conclusions. As an example only, we note your representation
that you "believe that laws and regulations currently effective in Hong Kong have no
impact on our business or our ability to complete this offering"; please provide the basis
for this conclusion given that you appear to have registered subsidiaries in Hong
Kong. Lastly, we note your disclosure that you cannot assure investors that you “will be
able to obtain, in a timely manner or at all, or maintain such licenses, permits or
approvals, and we may also inadvertently conclude that such permissions or approvals are
not required.” Please revise this disclosure to further articulate 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. Make conforming changes
in your risk factors.

July 5, 2024
Page 3
Risk Factors
Our post-offering memorandum . . ., page 58
7.We note your response to prior comment 16 and reissue it. Please revise this risk factor to
discuss the risk that the forum provision will result in increased costs to investors of
bringing claims under the federal securities laws.
Capitalization, page 62
8.Please explain to us why you are no longer presenting on a pro forma and pro forma as
adjusted basis separate line items for each of Class A and Class B ordinary shares.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating activities, page 74
9.Refer to your response to prior comment 20. It appears the content of your response prior
to "Trend Information" is useful information to investors regarding the negative operating
cash flows for fiscal 2023 in compliance with the guidance cited in the comment. Please
include such disclosure. Also, provide disclosure for fiscal 2022 similar to the first
paragraph of the response, with analysis of material variance between the periods.
Additionally, consider further analysis of material components regarding cash paid/used
for other operating activities and variances between periods, as this appears to be a
material factor. Further, you state in the response the decrease in operating cash flow was
driven principally by an increase in contract assets. Please explain how and why this
affected operating cash between the periods.
10.Within "Trend Information" you state that although turnover days for accounts receivable
and contract assets improved in fiscal 2023 compared to fiscal 2022 the long turnover
days for contract assets affected your liquidity. Please discuss whether this contributed to
the decrease in operating cash for fiscal 2023 compared to fiscal 2022 and, if so, how and
why. You also state the long payment term for engineering solutions of intelligent projects
caused negative cash flows from operations for fiscal 2023. Since it appears these long
payment terms also existed in fiscal 2022, clarify why the effect is more detrimental to
fiscal 2023 than fiscal 2022.
Business
Our Suppliers, page 97
11.We note your response to prior comment 23 and reissue it in part. Please revise here and
in the section captioned "Our Customers" to discuss the term and termination provisions
of your customer and supplier contracts.
Related Party Transactions, page 121
12.We note your response to prior comment 24. Please update this section to reflect
all related party transactions that occurred since the beginning of the three
preceding fiscal years up to the date of the registration statement. In this regard, we note
that you deleted the reference to providing disclosure for the 2021 fiscal year, however
this disclosure appears to be required. Refer to Item 4(a) of Form F-1 and Item 7.B. of
Form 20-F.

July 5, 2024
Page 4
General
13.We note your response to prior comment 31 that you have "updated the disclosure on
pages 29, 89 and 100 of the Revised Draft Registration Statement to the date hereof
accordingly." However, page 89 does not appear to have been updated as of the date of
the prospectus. In this regard, we note the disclosure states that you "owned 20 patents
and 28 software copyrights as of September 30, 2023  (emphasis added)." Please revise
accordingly.
            Please contact Scott Stringer at 202-551-3272 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yang Ge

United States securities and exchange commission logo
May 16, 2024
Jiaqi Hu
Chief Executive Officer
Julong Holding Ltd
Room 2009, Building A, Times Fortune World
No.1 Hangfeng Road, Fengtai District
Beijing, China 100070
Re:Julong Holding Ltd
Draft Registration Statement on Form F-1
Submitted April 18,2024
CIK No. 377-07189
Dear Jiaqi Hu:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that "Julong Holding Limited . . . is not a Chinese operating
company, but a Cayman Islands holding company with operations conducted primarily
through its operating subsidiaries in the mainland China, or the PRC subsidiaries." Please
revise to clearly state that this structure involves unique risks to investors. Additionally,
please 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 Chinese operating company. Lastly, we note your
disclosure that " PRC regulatory authorities could decide to limit foreign ownership in our
industry in the future, in which case there could be a risk that we would be unable to do
business in China as we are currently structured" and that you "may experience material

 FirstName LastNameJiaqi Hu
 Comapany NameJulong Holding Ltd
 May 16, 2024 Page 2
 FirstName LastNameJiaqi Hu
Julong Holding Ltd
May 16, 2024
Page 2
changes in [y]our business and results of operations" and the value of "[y]our Class A
ordinary shares . . . may significantly decline or become worthless." Please revise to
explicitly acknowledge that Chinese regulatory authorities could disallow the holding
company structure which, in turn, would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering for
sale, including that it could cause the value of such securities to significantly decline or
become worthless.
2.We note your disclosure that you "face various legal and operational risks and
uncertainties associated with being based in and having the majority of [y]our operations
in the PRC and the complex and evolving PRC laws and regulations." Please revise your
disclosure to make clear whether these risks could result in a material change in your
operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
3.We note your discussion of how cash is transferred throughout your organization. Please
revise your disclosure here and on page 8 of the prospectus summary to clearly
state whether any transfers, dividends, or distributions have been made to date between
each of the holding company, its subsidiaries or to investors, and quantify the amounts
where applicable. Additionally, please provide a cross-reference to the consolidated
financial statements.
4.We note your discussion of how cash is transferred throughout your organization. Please
amend your disclosure here and on page 8 of the prospectus summary as well as in your
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 or your subsidiaries by the PRC government to transfer cash or assets. On the cover
page, provide cross-references to these other discussions.
5.We note your disclosure that "[c]urrently, there are no restrictions of transferring funds
between our Cayman Islands holding company and subsidiaries in the British Virgin
Islands and Hong Kong; however, currency exchange control measures imposed by the
PRC government may restrict the ability of our subsidiaries in the PRC to transfer their
cash to our Cayman Islands holding company and other subsidiaries incorporated outside
the PRC." Please revise here and page 8 of the prospectus summary to clearly discuss
whether there are any limitations on your ability to transfer cash to investors or to your
subsidiaries in the PRC. Additionally, please provide a cross-reference to your discussion
of this issue in your summary, summary risk factors, and risk factors sections, as well.
6.We note your disclosure that you have "have established stringent controls and procedures
for cash flows within our organization" and that "[e]ach transfer of cash among our
Cayman Islands holding company and our subsidiaries is subject to internal approval."

 FirstName LastNameJiaqi Hu
 Comapany NameJulong Holding Ltd
 May 16, 2024 Page 3
 FirstName LastNameJiaqi Hu
Julong Holding Ltd
May 16, 2024
Page 3
Please further revise your disclosure to summarize these cash management policies on
your cover page and on page 8 of the prospectus summary, and disclose the source of such
policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.). Lastly,
please provide a cross-reference on the cover page to the discussion of this issue in the
prospectus summary.
7.We note your disclosure that your audit firm "is a public accounting firm registered with
the PCAOB and will be subject to laws in the United States pursuant to which the PCAOB
conducts regular inspections to assess its compliance with the applicable professional
standards." Please revise to also clearly disclose the location of your auditor’s
headquarters.
Prospectus Summary
Corporate History and Structure, page 4
8.Please revise the diagram of the company's organizational structure to identify the
shareholders and their percentage shareholdings of each entity.
Risks Relating to Doing Business in China, page 6
9.Please revise to describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. 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 the
securities you are registering for sale. Please revise to 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.
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 7
10.We note your disclosure that you "have obtained the licenses, permits and registrations
from the PRC government authorities that are necessary and material for our business
operations in China (emphasis added)." Please revise to delete the materiality qualifier,
state affirmatively whether you have received all requisite permissions or approvals to
operate your business and offer the securities being registered to foreign investors, state
whether any permissions or approvals have been denied, and Rdisclose each permission or
approval that you or your subsidiaries are required to obtain from Chinese and Hong Kong
authorities to operate your business and to offer the securities being registered to foreign
investors. Disclose whether all such conclusions are based on the opinion of counsel and,

 FirstName LastNameJiaqi Hu
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if not, why that is the case and the basis for such conclusions. Lastly, we note your
disclosure that you cannot assure investors that you "will be able to obtain, in a timely
manner or at all, or maintain such licenses, permits or approvals, and we may also
inadvertently conclude that such permissions or approvals are not required." Please revise
this disclosure to further articulate 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.
Implication of Being a Controlled Company, page 10
11.Please revise your disclosure here and in the first risk factor on page 51 to state if true,
that the controlling shareholder will have the ability to determine all matters requiring
approval by stockholders. Also revise to state here, as you do on page 51, that you do not
currently intend to rely on the exemptions available for controlled companies after this
offering.
Conventions that Apply to this Prospectus, page 11
12.We note that your definition of China and the PRC "refers to the People’s Republic of
China, excluding, for the purpose of this prospectus only, Hong Kong, Macau and
Taiwan." However, we also note that your definition of Hong Kong " refers to Hong Kong
Special Administrative Region in the PRC." In this regard, your definitions appear to be
inconsistent, and it is unclear whether you intend to exclude Hong Kong from your
definition of China and the PRC. Please revise to address this discrepancy or advise. To
the extent you carve out Hong Kong from your definition of China and the PRC, please 1)
disclose on the cover page how regulatory actions related to data security or anti-
monopoly concerns in Hong Kong have or may impact the company’s ability to conduct
its business, accept foreign investment or list on a U.S./foreign exchange, 2) include risk
factor disclosure explaining whether there are laws/regulations in Hong Kong that result
in oversight over data security, how this oversight impacts the company’s business and the
offering, the extent to which you believe you are compliant with the regulations or
policies that have been issued as well as your basis for this conclusion and 3) state in the
definition itself or in an appropriate discussion of legal and operational risks that the legal
and operational risks associated with operating in China also apply to operations in Hong
Kong.
Risk Factors, page 17
13.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in

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a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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. In this regard,
although we note your risk factor on page 34 that "[g]reater oversight . . . could
significantly limit or completely hinder our ability in capital raising activities and
materially and adversely affect our business and the value of your investment," this risk
factor appears to be limited a discussion of risks related to the CAC's oversight over data
security, as opposed to the risks associated with the Chinese government exerting
oversight and control more broadly. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
We have been and may continue to be subject to litigations, allegations, complaints,
investigations and penalties . . ., page 31
14.We note that the header of the risk factor indicates that you have been subject to legal
proceedings. Please tell us whether any of the legal proceedings have had a material
impact on your operating results and, if so, revise your disclosure here, and elsewhere as
appropriate, accordingly.
Greater oversight by the CAC over data security, particularly for companies seeking to list on a
foreign exchange, could significantly limit, page 34
15.Please revise to explicitly state to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.  In doing so, explain how
you arrived at your conclusion and the basis for your conclusion.
Our post-offering memorandum...., page 54
16.Please revise this risk factor to discuss the risk that the forum provision will result in
increased costs to investors of bringing claims under the federal securities laws.
Capitalization, page 58
17.Please revise to include all indebtedness, including your short-term borrowing. Refer to
Item 3.B of Form 20-F.
Enforceability of Civil Liabilities, page 61
18.We note your disclosure on page 39 that "most of our directors and executive officers
reside in China and are PRC nationals." Please revise here to identify the directors and

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executive officers that reside in China, as well as those that reside in Hong Kong.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Impact of the COVID-19 Pandemic, page 66
19.We note your disclosure that "The COVID-19 pandemic also caused general disruptions
to supply chains and logistics" and that you "experienced a certain extent of lower
efficiency and productivity, internally and externally, which adversely affected [y]our
business operation during the fiscal year ended September 30, 2022 and the first half of
the fiscal year ended September 30, 2023." However, we also note your disclosure that
"business operation and supply chain have become normal after the first quarter of 2023."
Please revise to clarify when your business operations and supply chains normalized.
Additionally, to the extent these challenges have materially impacted your results of
operations or capital resources, please quantify, to the extent po