SecProbe.io

CORRESP
 1
 filename1.htm

 Ruanyun Edai Technology Inc.

 No. 698 Jing Dong Avenue,

 ZheJiang University HighTech Campus, Nanchang,
Jiangxi, China 330096

 0791-88567739

 March 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Edwin Kim, Staff Attorney
Mitchell Austin, Staff Attorney

 RE:
 Ruanyun Edai Technology Inc.

 Registration Statement on Form F-1
 Filed August 30, 2024

 File No. 333-281857

 Ladies and Gentlemen:

 In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under
the Securities Act of 1933, as amended, Ruanyun Edai Technology Inc. hereby requests acceleration of effectiveness of the above-referenced
Registration Statement so that it will be declared effective at 4:00 p.m., Eastern Time, on March 31, 2025, or as soon as practicable
thereafter.

 Very truly yours,

 Ruanyun Edai Technology Inc.

 By:
 /s/ Yan Fu

 Name:
 Yan Fu

 Title:
 Director and Chief Executive Officer

CORRESP
 1
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 VIA EDGAR

 March 28, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F. Street, NE

 Washington, D.C. 20549

 Attention:
 Edwin Kim
Mitchell Austin
Morgan Youngwood

 Stephen Krikorian

 Re:
 Ruanyun Edai Technology Inc.

 File No. 333-281857
Registration Statement on Form F-1, as amended

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities
Act"), AC Sunshine Securities LLC, acting as representative of the underwriters, hereby joins Ruanyun Edai Technology Inc. in requesting
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on March 31, 2025,
at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

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

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

 Very truly yours,

 AC Sunshine Securities LLC

 By:
 /s/ Ying Cui

 Name:
 Ying Cui

 Title:
 President and CEO

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Ruanyun Edai Technology Inc.

No. 698 Jing Dong Avenue,

ZheJiang University HighTech Campus, Nanchang, Jiangxi,
China 330096

0791-88567739

November 6, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Edwin Kim, Staff Attorney

Mitchell Austin, Staff Attorney

Morgan Youngwood, Senior Staff Accountant

    Stephen Krikorian, Accounting Branch Chief

    RE:
    Ruanyun Edai Technology Inc.

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

Filed October 21, 2024

    File No. 333-281857

Dear Mr. Kim:

Ruanyun Edai Technology Inc. (the
“Company”) confirms receipt of the comment letter dated November 1, 2024 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. The Staff’s
comment is set forth below in bold, followed by the Company’s response.

If the Staff would like hard
copies of Amendment No. 2 to the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the
Commission on the date hereof, marked against Amendment No. 1 to the Registration Statement on Form F-1 as filed with the Commission
on October 21, 2024, please so advise and we would be happy to provide such copies. All page number references contained in the Company’s
response below correspond to the page numbers in the Registration Statement.

Amendment No. 1 to Registration Statement on Form
F-1 Filed October 21, 2024

Prospectus Summary, page 1

    1.

    We note your responses to prior comments 3 and
    4 regarding your Concerted Action Agreement, including your disclosure that the parties to the Concerted Action Agreement do not currently
    intend to file a Schedule 13D. Please provide a detailed legal analysis of how you determined that the parties to the Concerted Action
    Agreement have not formed a group under Section 13( d)(3) of the Exchange Act.

    RESPONSE:

    The Company
    acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 16, 17, 20, 63 and 171 of the Registration
    Statement accordingly to reflect that the Company may be eligible to utilize the controlled company exemptions under the Nasdaq
    corporate governance rules as more than 50% of its voting power following the consummation of the offering will be held by an individual,
    a group or another company, specifically the group of shareholders that have executed the Concerted Action Agreement and that collectively
    hold 68.17% of its shares immediately prior to the offering and will collectively hold 60.59% of its shares immediately after the offering.
    However, even if the Company is deemed a controlled company, it does not intend to utilize the controlled company exemptions under the
    Nasdaq corporate governance rules following the consummation of the offering. Please refer to this response in place of the response to
    prior comment 4.

We trust that this response satisfactorily
responds to your request. Should you require further information, please contact our legal counsel at 305-539-3306 or clayton.parker@klgates.com
or at 617-951-9104 or hillary.orourke@klgates.com.

    Very truly yours,

    /s/ Yan Fu

    Yan Fu

    Director and Chief Executive Officer

    cc:
    Clayton E. Parker, Esq., K&L Gates LLP

    Hillary O’Rourke, Esq., K&L Gates LLP

November 1, 2024
Yan Fu
Chief Executive Officer
Ruanyun Edai Technology Inc.
No. 698 Jing Dong Avenue, ZheJiang University HighTech Campus
Nanchang, Jiangxi, China 330096
Re:Ruanyun Edai Technology Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 21, 2024
File No. 333-281857
Dear Yan Fu:
            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 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. Unless we note
otherwise, any references to prior comments are to comments in our September 26, 2024
letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your responses to prior comments 3 and 4 regarding your Concerted Action
Agreement, including your disclosure that the parties to the Concerted Action
Agreement do not currently intend to file a Schedule 13D. Please provide a detailed
legal analysis of how you determined that the parties to the Concerted Action
Agreement have not formed a group under Section 13(d)(3) of the Exchange Act.

November 1, 2024
Page 2
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Edwin Kim at 202-551-3297 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Hillary O'Rourke, Esq.

CORRESP
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Ruanyun Edai Technology Inc.

No. 698 Jing Dong Avenue,

ZheJiang University HighTech Campus, Nanchang, Jiangxi,
China 330096

0791-88567739

 October 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

    Edwin
        Kim, Staff Attorney

    Mitchell
    Austin, Staff Attorney

    Morgan
    Youngwood, Senior Staff Accountant

    Stephen
    Krikorian, Accounting Branch Chief

    RE:

    Ruanyun
    Edai Technology Inc.

    Registration
        Statement on Form F-1

    Filed
    August 30, 2024

    File
    No. 333-281857

Dear Mr. Kim:

Ruanyun Edai Technology Inc. (the
“Company”) confirms receipt of the comment letter dated September 26, 2024 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing. The Staff’s
comments are set forth below in bold, followed by the Company’s responses.

If the Staff would like hard copies
of the Registration Statement on Form F-1 (the “Registration Statement”) as filed with the Commission on the date hereof,
marked against the Registration Statement on Form F-1 as filed with the Commission on August 30, 2024, please so advise and we would be
happy to provide such copies. All page number references contained in the Company’s response below correspond to the page numbers
in the Registration Statement.

Registration Statement on Form F-1 Filed August
30, 2024

Risk Factors

Unauthorized disclosure, destruction or modification of data, through
cybersecurity breaches,...,

page 50

    1.
    We note the disclosure of your data leak incident that occurred on August 25, 2023, the subsequent investigation by the Cyberspace Affairs Office of Nanchang, and the fine of RMB 200,000 imposed on you. Please provide a more detailed explanation of the cybersecurity incident, including what types of data was exposed, (e.g. customer personal information). Further, clarify whether you believe this cybersecurity incident had a material effect on your operations or financial condition and results of operations.

RESPONSE:

The Company regularly transmits online
student learning data (stored on Alibaba Cloud servers) to servers hosted inside of Jiangxi Ruanyun’s ElasticSearch database for
machine learning training on performance predictions, after anonymization. On August 25, 2023, due to the need to open the local data
center’s external network environment for a system demonstration, and because the ElasticSearch database used a default password,
certain data from 2021 to 2022 was downloaded by hackers. The specific contents downloaded included:

District/County / School / Grade / Student Unique ID / Question
ID / Question Content / Knowledge Point ID / Difficulty / Score / Response Time

This type of data is used for machine
learning purposes and contains no personal or sensitive data. However, in accordance with
Articles 27 and 29 of the Data Security Law of the PRC, the Company still has the obligation and responsibility to take necessary measures
to ensure that data collection, storage, use, processing, transmission, provision, and disclosure comply with legal regulations, preventing
data leakage, damage, or loss, and ensuring data security.

No impact on operations: From
a technical perspective, the Company has completely disabled external IP access to Jiangxi Ruanyun’s office to ensure full compliance
with the specific regulations of the Data Security Law of the PRC.

No impact on finances: The fine
amount of RMB 200,000 (approximately $27,885) represents a low proportion of the Company’s
total assets and total revenue, accounting for approximately 0.53% of the Company’s total assets for the 2024 fiscal year and approximately
0.30% of the Company’s total revenue for the 2024 fiscal year. The Company’s total assets for the 2024 fiscal year were $5,218,734,
and the Company’s total revenue for the 2024 fiscal year was $9,154,072.

The Company has revised
the disclosure on page 50 of the Registration Statement accordingly.

    2.
    Given that the data leak occurred on August 25, 2023 after you received notification by the CAC that your proposed foreign listing is not subject to a cybersecurity review in July 2023, please clarify how the subsequent data leak may impact your Cybersecurity Review Measure review, if at all. If there is a risk that the prior determination that you are not subject to a cybersecurity review by the CAC may change, please clarify.

RESPONSE:

Per the advice of the Company’s
PRC legal counsel, Jingtian & Gongcheng, the notification received from the CAC in July 2023, stating that the Company’s proposed
overseas listing, i.e., this proposed offering, is not subject to cybersecurity review by the CAC, remains unaffected by the data leak
incident that occurred on August 25, 2023, and the subsequent administrative penalty imposed by the Nanchang branch of the CAC on November
16, 2023. The reason for this is as follows, per the advice of the Company’s PRC legal counsel:

Timing of Events: The CAC’s
determination was based on the information and circumstances presented at the time of the notification. The data leak incident occurred
after this determination and does not retroactively alter the assessment made by the CAC.

Independence of the Administrative
Penalty: The administrative penalty was imposed under the data security law and pertains solely to data management compliance. It
is a separate matter from the cybersecurity review and does not impact the CAC’s determination regarding the proposed listing. These
two events are unrelated and do not influence each other.

Nature of the Data: The primary
focus of a cybersecurity review, as outlined in Article 10 of the Cybersecurity Review Measures (2022 edition), is to assess potential
national security risks that may arise from the procurement of network products and services. In this case, the data involved in the data
leak incident consisted of anonymized student learning data that did not include any important data or personal information. Given the
nature and limited scope of the leaked data, no national security concerns are implicated. It is unlikely that the data leak incident
would raise new cybersecurity concerns or necessitate a reevaluation by the CAC.

If the CAC were to determine that a
reevaluation is necessary, this would result in a delay in the Company’s proposed overseas listing. The Company’s PRC legal
counsel believes this possibility is remote. As of the date of this response letter, the Company has not received any further inquiry,
notice, warning, sanction, or objection from the Cyberspace Affairs Office of Nanchang or any other PRC governmental or regulatory agency
with respect to the data leakage incident.

The Company has revised
the disclosure on page 50 of the Registration Statement accordingly.

Our
directors, officers and principal shareholders have significant voting power ..., page 63

    3.
    Your description of the Concerted Action Agreement on pages 63 and 174 the parties “shall adopt the same intention and maintain full unanimity when exercising the right to make proposals and right to vote at shareholders meetings in respect to major matters relating to the Company’s operation and development.” And if an agreement cannot be reached, they will act in concert in accordance with the “majority shareholding.” Article 1.2 of the Concerted Action Agreement filed as Exhibit 10.15 specifies that “if some or all of the parties to the Agreement become members of the Company’s Board of Directors during the term of the Agreement, they shall vote unanimously on matters to be voted on by the Company’s Board of Directors.” Please clarify what Article 1.2 means, as it is unclear if what vote is being referred to, if it is a vote for an annual meeting proposal recommended or proposed by the Board, or if refers to a Board of Directors vote for parties to the Concerted Action Agreement that are also Board members. For example, it is unclear if parties to the agreement are bound to vote for annual meeting proposals in accordance with the Board’s recommendation. Further, clarify what you mean by “majority shareholding,” for example, if there is a disagreement between parties, then would the majority view by voting power of the parties to the agreement be binding to all parties to the agreement. Also, clarify in the cover page of the existence of the Concerted Action Agreement’s voting agreement and how it concentrates over 60% majority voting control to the parties to the agreement, including CEO Yan Fu.

RESPONSE:

Article 1.2 of the Concerted Action
Agreement (the “Agreement”) states that if some or all of the parties to the Agreement become members of the Company’s
Board of Directors (the “Board of Directors”) during the term of the Agreement, they must vote unanimously on all matters
requiring a decision of the Board of Directors. This includes any matters that should be
resolved by the Board of Directors, not just those related to annual meeting proposals.

Furthermore, when exercising the right
to propose and vote on major matters concerning the Company’s operations and development at shareholders’ meetings, the parties
are required to adopt a consistent stance and maintain full unanimity.

In the event that the parties cannot
reach an agreement on certain issues, the principle of “majority shareholding” will apply. This means that the opinions supported
by the majority of voting rights among the parties to the Agreement will be binding on all parties to the Agreement. Thus, if a disagreement
arises, the view that represents the majority of voting power among the parties to the Agreement will prevail, and the other parties to
the Agreement must act in accordance with this majority decision.

The Company has revised
the disclosure on pages ii, 17, 63 and 174 of the Registration Statement accordingly.

    4.
    Please clarify whether the Concerted Action Agreement makes you eligible for the closed company exemptions under Nasdaq corporate governance rules and, if so, whether you will avail yourself of such exemptions. If so, please specify so in your prospectus cover page and cross reference to where you describe which corporate governance rules you are exempt from.

RESPONSE:

The
Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 17, 63 and 171 of the Registration
Statement accordingly to reflect that the Company may be eligible to utilize the controlled company exemptions under the Nasdaq corporate
governance rules if more than 50% of its voting power is held by an individual, a group or another company, and that pursuant to the Nasdaq
corporate governance rules, in order for a group to exist, such shareholders must have publicly filed a notice that they are acting as
a group (i.e., a Schedule 13D). The Company does not currently expect that more than 50% of its voting power will be held by an individual,
a group (i.e., shareholders that have publicly filed a Schedule 13D that they are acting as a group) or another company immediately following
the consummation of this offering, and even if certain of its shareholders are considered a group, specifically those shareholders that
have executed the Concerted Action Agreement, immediately following the consummation of this offering and hold more than 50% of its voting
power, the Company does not and would not intend to utilize the controlled company exemptions under the Nasdaq corporate governance rules
immediately following the consummation of this offering. Those shareholders that have executed the Concerted Action Agreement do not currently
intend to publicly file a Schedule 13D and thus do not intend to be treated as a group for purposes of the Nasdaq corporate governance
rules.

Business

Digital
Publishing Services, page 128

    5.
    We note that on pages 90 and 91, that SmartHomework digitization services represents $5,274,927 of your revenues for fiscal year 2024, approximately 57.6% of your total revenues for 2024. Given that the majority of your revenues appears to be for digitization services, please provide a more detailed description of this line of business, such as your significant customers, the types of documents that are digitized, material agreements, if this line of business will be a core part of your business in the future, etc. We note that the given the significance to your revenue base, there is very little description of this line of business compared to your other solutions that generate only a small portion of your total revenue.

RESPONSE:

SmartHomework® digitization services
primarily refers to the process of converting traditional paper books and documents into digital formats that can be read on electronic
devices through a series of technical means such as scanning, photography, image processing, optical character recognition (OCR), layout
analysis, and editing proofreading. Before the end of the 2024 fiscal year, the digital services
for SmartHomework® digitization services mainly relied on manual digitalization services, with human verification being the standard
in editing and proofreading. These technologies are mainly applied to educational auxiliary materials for primary and secondary schools
in the Jiangxi Province.

The main client of the SmartHomework®
digitization services is the Education Books Branch of Jiangxi Xinhua Distribution Group Co., Ltd. (“Jiangxi Xinhua”), and
the Company provides digitization services for the Jiangxi Province primary and secondary school educational materials that Jiangxi Xinhua
is authorized to distribute. The main agreements are the Book Catalog Teaching Auxiliary Purchase and Sales Agreement with Jiangxi Xinhua,
dated as of August 20, 2020, and the Teaching Aid Purchase and Sale Contract with Jiangxi Xinhua, dated as of January 9, 2023, which replaced
such Book Catalog Teaching Auxiliary Purchase and Sales Agreement in January 2023, both of which have been filed as exhibits to the Registration
Statement.

The initial purpose of undertaking this
type of business was to pave the way for the Company to charge fees from parents and students.
This business will not be a core part of the Company’s future operations.

The Company has revised
the disclosure on pages 83, 91, 104 and 128 of the Registration Statement accordingly.

    6.
    Further, we note on page 46, that Jiangxi Xinhua generated 50% of revenue as a digital publisher for the fiscal year 2024. On page 124, you indicate that Jiangxi provides access to books to students through a standard subscription agreement. Please clarify how much of your digitization services revenue for 2024 was generated by Jiangxi Xinhua versus your SmartHomework platform solutions revenue. On page 46, you indicate a shift away from Jiangxi Xinhua’s Book Catalog Teaching Auxiliary Purchase and Sales Agreement towards a more market-based archival digitization business “due to the particularity of the digital publishing industry.” Please clarify what you mean by these terms and how your business model is changing.

RESPONSE:

In the 2024 fiscal year, the revenue
generated by Jiangxi Xinhua was RMB 32,635,500.68 (approximately $4,553,515.46), accounting for approximately 49.74% of
the Company’s total revenue in the 2024 fiscal year, approximately 53.08% of the Company’s revenue from SmartHomework®
Solution in the 2024 fiscal year and approximately 86.32% of the Company’s revenue from digitization services in the 2024 fiscal
year.

In April 2021, the Ministry of Education
of China issued the “Management Methods for Extracurricular Reading Materials for Primary and Secondary School Students” to
regulate the management of reading materials, enrich students’ reading, and prevent inappropriate materials from entering campuses.
In April

September 26, 2024
Yan Fu
Chief Executive Officer
Ruanyun Edai Technology Inc.
No. 698 Jing Dong Avenue, ZheJiang University HighTech Campus
Nanchang, Jiangxi, China 330096
Re:Ruanyun Edai Technology Inc.
Registration Statement on Form F-1
Filed August 30, 2024
File No. 333-281857
Dear Yan Fu:
            We have reviewed your 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.
Registration Statement on Form F-1 Filed August 30, 2024
Risk Factors
Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches,...,
page 50
1.We note the disclosure of your data leak incident that occurred on August 25, 2023, the
subsequent investigation by the Cyberspace Affairs Office of Nanchang, and the fine of
RMB 200,000 imposed on you. Please provide a more detailed explanation of the
cybersecurity incident, including what types of data was exposed, (e.g. customer personal
information). Further, clarify whether you believe this cybersecurity incident had a
material effect on your operations or financial condition and results of operations.
2.Given that the data leak occurred on August 25, 2023 after you received notification by
the CAC that your proposed foreign listing is not subject to a cybersecurity review in July
2023, please clarify how the subsequent data leak may impact your Cybersecurity Review
Measure review, if at all. If there is a risk that the prior determination that you are not
subject to a cybersecurity review by the CAC may change, please clarify.

September 26, 2024
Page 2
Our directors, officers and principal shareholders have significant voting power ..., page 63
3.Your description of the Concerted Action Agreement on pages 63 and 174 the parties
“shall adopt the same intention and maintain full unanimity when exercising the right to
make proposals and right to vote at shareholders meetings in respect to major matters
relating to the Company’s operation and development.” And if an agreement cannot be
reached, they will act in concert in accordance with the "majority shareholding." Article
1.2 of the Concerted Action Agreement filed as Exhibit 10.15 specifies that “if some or all
of the parties to the Agreement become members of the Company’s Board of Directors
during the term of the Agreement, they shall vote unanimously on matters to be voted on
by the Company’s Board of Directors.” Please clarify what Article 1.2 means, as it is
unclear if what vote is being referred to, if it is a vote for an annual meeting proposal
recommended or proposed by the Board, or if refers to a Board of Directors vote for
parties to the Concerted Action Agreement that are also Board members. For example, it
is unclear if parties to the agreement are bound to vote for annual meeting proposals in
accordance with the Board’s recommendation. Further, clarify what you mean by
“majority shareholding,” for example, if there is a disagreement between parties, then
would the majority view by voting power of the parties to the agreement be binding to all
parties to the agreement. Also, clarify in the cover page of the existence of the Concerted
Action Agreement's voting agreement and how it concentrates over 60% majority voting
control to the parties to the agreement, including CEO Yan Fu.
4.Please clarify whether the Concerted Action Agreement makes you eligible for the closed
company exemptions under Nasdaq corporate governance rules and, if so, whether you
will avail yourself of such exemptions. If so, please specify so in your prospectus cover
page and cross reference to where you describe which corporate governance rules you are
exempt from.
Business
Digital Publishing Services, page 128
5.We note that on pages 90 and 91, that SmartHomework digitization services represents
$5,274,927 of your revenues for fiscal year 2024, approximately 57.6% of your total
revenues for 2024. Given that the majority of your revenues appears to be for digitization
services, please provide a more detailed description of this line of business, such as your
significant customers, the types of documents that are digitized, material agreements, if
this line of business will be a core part of your business in the future, etc. We note that the
given the significance to your revenue base, there is very little description of this line of
business compared to your other solutions that generate only a small portion of your total
revenue.

September 26, 2024
Page 3
6.Further, we note on page 46, that Jiangxi Xinhua generated 50% of revenue as a digital
publisher for the fiscal year 2024. On page 124, you indicate that Jiangxi provides access
to books to students through a standard subscription agreement. Please clarify how much
of your digitization services revenue for 2024 was generated by Jiangxi Xinhua versus
your SmartHomework platform solutions revenue. On page 46, you indicate a shift away
from Jiangxi Xinhua’s Book Catalog Teaching Auxiliary Purchase and Sales Agreement
towards a more market-based archival digitization business “due to the particularity of the
digital publishing industry.”  Please clarify what you mean by these terms and how your
business model is changing.
Exhibits
7.Please clarify if you intend to file a legal opinion from your Hong Kong counsel, Chui
and Lau Solicitors. We note there is a consent from Chui and Lau Solicitors to be filed as
Exhibit 23.5, but no corresponding exhibit for a legal or expert opinion.
            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 Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Edwin Kim at 202-551-3297 or Mitchell Austin at 202-551-3574 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Hillary O'Rourke, Esq.