SecProbe.io

CORRESP
 1
 filename1.htm

 TOP Financial Group Limited

 118 Connaught Road West

 Room 1101

 Hong Kong

 April 4, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Mr. David Gessert

 Mr. David Lin

 Re:
 TOP Financial Group Limited

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

 Filed March 14, 2025

 File No. 333-273066

 Dear Mr. David Gessert and Mr. David Lin:

 This letter is in response to your letter of March
26, 2025, in which you provided comments to the Post-Effective Amendment No. 2 to Registration Statement on Form F-3 of TOP Financial
Group Limited (the "Company") filed with the U.S. Securities and Exchange Commission on March 14, 2025 ("Form F-3").
We set forth below in bold the comments in your letter relating to Form F-3 followed by our responses to the comments. Concurrently with
the submission of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-3 ("Form F-3/A")
for filing with the Commission, which has been revised to reflect the Staff's comments.

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

 General

 1. On
the prospectus cover page and page 10, in the paragraph beginning with, "Under the current practice of the Inland Revenue Department
of Hong Kong...," you disclose that, "The laws and regulations of the PRC on currency conversion control do not currently have
any material impact on the transfer of cash....There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion
of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong...." Please revise your disclosures in this
paragraph to disclose that there is no assurance the PRC government will not intervene in or impose restrictions on the ability of you
or your subsidiaries to transfer cash or assets.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that we have revised to provide the required disclosure on the cover page and page 10
of the Form F-3/A.

 2. We
note your tabular disclosures in response to prior comments 6 and 7, respectively, on the prospectus cover page and page 10 regarding
certain cash transfers and/or transfers of other assets between the company and its subsidiaries during the six months ended September
30, 2024 and the fiscal years ended March 31, 2024, 2023 and 2022. To the extent applicable, please revise your disclosures to disclose
your intentions to settle any respective amounts owed between the company and its subsidiaries and quantify such amounts as of the latest
practicable date, or advise otherwise.

 Response: We note the Staff's comment,
and in response hereto, respectfully provide the Staff that we do not plan to settle the intra-company loans owed between the company
and the subsidiaries. As of the date of this response, the outstanding balances totaled $22.53 million. We have revised the
disclosure on the cover page and page 10 in the Form F-3/A.

 Cover Page

 3. We
note your revised disclosure in response to prior comment 1. Please further revise the outside front cover of the prospectus to disclose
the amount of all securities offered pursuant to General Instruction I.B.5. during the prior 12 calendar month period that ends on, and
includes, the date of the prospectus. Refer to Instruction 7 to General Instruction I.B.5 of Form F-3.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that we confirm there is no securities offered pursuant to General Instruction I.B.5.
during the prior 12 calendar month as of the date of this response and we have revised the disclosure on the cover page of the Form F-3/A.

 4. We
note your disclosure on the prospectus cover page and pages 7 and 13 that the Guangdong Wesley Law Firm, your counsel with respect to
PRC legal matters, has advised you that you "are currently required to obtain permissions from or complete any filing with the CSRC,
or required to go through cybersecurity review by the CAC." Please supplementally confirm whether the phrase "are currently
required" contains a typographical error and should read "are not currently required." In this regard, we note your subsequent
disclosures that you may be subject to repercussions if you "inadvertently conclude that certain regulatory permissions and approvals
are not required." Please revise to clarify and/or reconcile your disclosures, as appropriate.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that we confirm the phrase "are currently required" contains a typographical
error and should read "are not currently required." We have revised to reconcile our disclosures on the cover page, pages
7 and 13 of the Form F-3/A.

 5. In
the ninth paragraph of the prospectus cover page, please revise to include the correct page number in your Risk Factor cross reference.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that we have revised to include the correct page number in our Risk Factor cross reference
on the cover page of the Form F-3/A.

 6. We refer to the paragraph on the prospectus cover page beginning with, "Should the
 Chinese government choose to exercise significant oversight and discretion...." Please revise to address the following
 points:

 ● You
state that, "Should the Chinese government choose to exercise significant oversight and discretion over the conduct of [y]our business,
they may intervene in or influence the operations." Please revise to clearly state that the Chinese government may exercise significant
oversight and discretion over the conduct of your business and may intervene in or influence your operations at any time.

 ● In
the second bullet of this paragraph, you state that the Chinese government's actions "could hinder [y]our ability to continue to
offer securities to investors." Please revise to clearly state that such governmental actions could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors. Refer to prior comment 4.

 ● In
the third bullet of this paragraph, you state that the Chinese government's actions "may cause the value of [y]our Class A ordinary
shares to significantly decline or be worthless" (emphasis added). Please revise to clarify that such actions may cause the value
of your securities (not just Class A ordinary shares) to significantly decline or be worthless. Also, please make corresponding changes
elsewhere on the prospectus cover page and throughout your filing, as applicable.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that we have revised the disclosures to address the points on the cover page and page
7 of the Form F-3/A.

 2

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

 Very truly yours,

 TOP Financial Group Limited

 /s/ Ka Fai Yuen

 Name:
 Ka Fai Yuen

 Title:
 Chief Executive Officer

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong

 Re: TOP Financial Group Limited
 Post-Effective Amendment No. 2 to Registration Statement on Form F-3
 Filed March 14, 2025
 File No. 333-273066
Dear Ka Fai Yuen:

 We have reviewed your post-effective amendment 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. Unless
we note
otherwise, any references to prior comments are to comments in our December 19,
2024,
letter.

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

1. On the prospectus cover page and page 10, in the paragraph beginning
with, "Under
 the current practice of the Inland Revenue Department of Hong Kong...,"
you disclose
 that, "The laws and regulations of the PRC on currency conversion
control do not
 currently have any material impact on the transfer of cash....There are
no restrictions
 or limitations under the laws of Hong Kong imposed on the conversion of
HK dollar
 into foreign currencies and the remittance of currencies out of Hong
Kong...." Please
 revise your disclosures in this paragraph to disclose that there is no
assurance the PRC
 government will not intervene in or impose restrictions on the ability
of you or your
 subsidiaries to transfer cash or assets.
 March 26, 2025
Page 2

2. We note your tabular disclosures in response to prior comments 6 and 7,
respectively,
 on the prospectus cover page and page 10 regarding certain cash transfers
and/or
 transfers of other assets between the company and its subsidiaries during
the six
 months ended September 30, 2024 and the fiscal years ended March 31,
2024, 2023
 and 2022. To the extent applicable, please revise your disclosures to
disclose your
 intentions to settle any respective amounts owed between the company and
its
 subsidiaries and quantify such amounts as of the latest practicable date,
or advise
 otherwise.
Cover Page

3. We note your revised disclosure in response to prior comment 1. Please
further revise
 the outside front cover of the prospectus to disclose the amount of all
securities
 offered pursuant to General Instruction I.B.5. during the prior 12
calendar month
 period that ends on, and includes, the date of the prospectus. Refer to
Instruction 7 to
 General Instruction I.B.5 of Form F-3.
4. We note your disclosure on the prospectus cover page and pages 7 and 13
that the
 Guangdong Wesley Law Firm, your counsel with respect to PRC legal
matters, has
 advised you that you "are currently required to obtain permissions from
or complete
 any filing with the CSRC, or required to go through cybersecurity review
by the
 CAC." Please supplementally confirm whether the phrase "are currently
required"
 contains a typographical error and should read "are not currently
required." In this
 regard, we note your subsequent disclosures that you may be subject to
repercussions
 if you "inadvertently conclude that certain regulatory permissions and
approvals are
 not required." Please revise to clarify and/or reconcile your
disclosures, as
 appropriate.
5. In the ninth paragraph of the prospectus cover page, please revise to
include
 the correct page number in your Risk Factor cross reference.
6. We refer to the paragraph on the prospectus cover page beginning with,
"Should the
 Chinese government choose to exercise significant oversight and
discretion...." Please
 revise to address the following points:
 You state that, "Should the Chinese government choose to exercise
significant
 oversight and discretion over the conduct of [y]our business, they
may intervene
 in or influence the operations." Please revise to clearly state that
the Chinese
 government may exercise significant oversight and discretion over the
conduct of
 your business and may intervene in or influence your operations at
any time.
 In the second bullet of this paragraph, you state that the Chinese
government's
 actions "could hinder [y]our ability to continue to offer securities
to
 investors." Please revise to clearly state that such governmental
actions could
 significantly limit or completely hinder your ability to offer or
continue to offer
 securities to investors. Refer to prior comment 4.
 In the third bullet of this paragraph, you state that the Chinese
government's
 actions "may cause the value of [y]our Class A ordinary shares to
significantly
 decline or be worthless" (emphasis added). Please revise to clarify
that such
 actions may cause the value of your securities (not just Class A
ordinary shares)
 to significantly decline or be worthless. Also, please make
corresponding changes
 March 26, 2025
Page 3

 elsewhere on the prospectus cover page and throughout your filing, as
applicable.

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

 Please contact David Gessert at 202-551-2326 or David Lin at
202-551-3552 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Yuning Bai
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 TOP Financial Group Limited

 118 Connaught Road West

 Room 1101

 Hong Kong

 March 14, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Mr. David Gessert

 Mr. David Lin

 Re:
 TOP Financial Group Limited

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

 Filed December 2, 2024

 File No. 333-273066

 Dear Mr. David Gessert and Mr. David Lin:

 This letter is in response to your letter of December
19, 2024, in which you provided comments to the Post-Effective Amendment No. 1 to Registration Statement on Form F-3 of TOP Financial
Group Limited (the "Company") filed with the U.S. Securities and Exchange Commission on December 2, 2024 ("Form F-3").
We set forth below in bold the comments in your letter relating to Form F-3 followed by our responses to the comments. Concurrently with
the submission of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-3 ("Form F-3/A")
for filing with the Commission, which has been revised to reflect the Staff's comments.

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

 General

 1. We note that you appear to be relying on General Instruction I.B.5 of Form F-3 to conduct a limited
primary offering. Please confirm whether you are relying on this instruction, and if so, provide the disclosure required by Instruction
7 to General Instruction I.B.5 of Form F-3.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we are relying on General Instruction I.B.5 of Form F-3 and have revised
to provide the required disclosure on the cover page of the Form F-3/A.

 2. Please confirm that you will include in future Exchange Act filings all applicable disclosures you
include, or will include, in this registration statement in response to our comments.

 Response: We note the Staff's comment,
and in response hereto, respectfully provide the Staff with the confirmation that we will include in future Exchange Act filings all
applicable disclosures we include, or will include, in this registration statement in response to the Staff's comments.

 Cover Page

 3. Please disclose prominently on the prospectus cover page that you are not a Hong Kong operating company
but a Cayman Islands holding company with operations primarily conducted by your subsidiaries based in Hong Kong and that this structure
involves unique risks to investors. Disclose that investors may never hold equity interests in the Hong Kong operating subsidiaries. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which 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. Provide a cross-reference to your detailed discussion
of risks facing the company and the offering as a result of this structure, including within any disclosure you incorporate by reference,
as applicable.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to include the required disclosure on the cover page of
the Form F-3/A.

 4. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company's operations in Hong Kong. Your disclosure should make clear whether these risks could result
in a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China's government, such
as those related to data security or anti-monopoly concerns, have or may impact the company's ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor's headquarters and
whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations
will affect your company.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to include the required disclosure on the cover page of
the Form F-3/A.

 5. Clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure
throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries are conducting
the business operations. Refrain from using terms such as "we" or "our" when describing activities or functions
of a subsidiary. For example, disclose, if true, that your subsidiaries primarily conduct operations in Hong Kong and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to include the required disclosure on the
cover page of the Form F-3/A.

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

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to include the required disclosure on the
cover page of the Form F-3/A.

 2

 Prospectus Summary, page 1

 7. Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under your operating structure. Quantify any cash flows and transfers of other assets by
type that have occurred between the holding company and its subsidiaries, and direction of transfer. Quantify any dividends or distributions
that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from
the company, including your subsidiaries, to the parent company and U.S. investors as well as the ability to settle amounts owed under
applicable agreements.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to include the disclosure beginning on page 9 of the Form
F-3/A.

 8. In your next post-effective amendment, please include a summary of your enforcement of civil liabilities
disclosure within the Prospectus Summary.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have added a section titled "Enforceability of Civil
Liabilities" beginning on page 10 of the Form F-3/A.

 9. We note the following disclosures in your summary of key information under Item 3 of the Form 20-F
for the fiscal year ended March 31, 2024 and incorporated by reference:

 ● Under
"Permission Required from the Hong Kong Authorities" you disclose at page 6 that "[n]either we nor any of our subsidiaries
are required to obtain any permission or approval from Hong Kong authorities to offer the securities of TFGL to foreign investors."

 ● Under
"Recent Regulatory Development in the PRC" you disclose at page 7 that "[i]n connection with our issuance of securities
to foreign investors, under current PRC laws, regulations and regulatory rules...we do not believe we are currently required to obtain
permissions from or complete any filing with the CSRC, or required to go through cybersecurity review by the CAC...."

 Please disclose how you reached your
conclusions, including whether you are relying on the opinion of counsel. If you relied on advice of counsel, you should identify counsel
and file the consent of counsel as an exhibit to the registration statement. If you did not consult counsel, you should explain why. Please
include any revised disclosure directly within the Prospectus Summary section of your next post-effective amendment filing.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to disclose that we have based our conclusion regarding permission or approval from the Hong Kong
authorities under Hong Kong law on advise by our Hong Kong counsel, Stevenson, Wong & Co., and our conclusion
regarding permission or approval from the PRC authorities under PRC law on advise by our PRC counsel Guangdong Wesley Law Firm on page
6 and 7 of the Form F-3/A we have revised to
identify counsel and file the consent of counsel as an exhibit to the F-3/A.

 10. Similarly, we note the following risk factors included in your March 31, 2024 Form 20-F, in which you
do not clearly state whether your conclusions are based upon the advice of counsel:

 ● "We
may become subject to a variety of PRC laws and other obligations regarding data security offerings..." (page 12); and

 ● "The
enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong..." (pages 13 – 14).

 Please address the substance of our
preceding comment above with respect to these risk factors, and include any revised disclosure directly within the Risk Factors section
of your next post-effective amendment filing.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have revised to identify counsel and file the consent of counsel as an
exhibit to the F-3/A we have revised to include the required disclosure on page 13 and 14 of the Form F-3/A.

 11. We note your disclosure that five of your seven directors and officers are nationals and/or residents
of countries other than the United States. Please revise to clarify whether any of such individuals are located in Hong Kong or the PRC.
If so, please identify the relevant individuals and discuss, both here and in a related risk factor, the difficulty of bringing actions
against them and enforcing judgments against them.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that Anthony S. Chan and Mei Cai, are nationals and/or residents of the United
States, and Junli Yang, Mau Chung Ng, Ka Fai Yuen, Yung Yung Lo, and Jennifer Hoi Ling Tam, are nationals and/or residents of Hong
Kong five of your seven directors and officers are nationals and/or residents of Hong Kong. In addition, we've revised to
disclose that the difficulty of bringing actions against them and enforcing judgments against them We have revised to include the
required disclosure on page 10, 13 and 35 of the Form F-3/A.

 3

 12. We note the following revisions in the section titled "Enforceability of Civil Liabilities"
on page 27 of your post-effective amendment filing as compared to your disclosure in the same section in your IPO registration statement
on Form F-1 (333-259441), which was declared effective on May 31, 2022:

 ● You
removed your disclosure that "there is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce
judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of
the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original
actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of
the United States or the securities laws of any state in the United States." Additionally, you removed the name of previously-identified
Cayman counsel whose advice you have relied upon for your disclosures in this section.

 ● You
removed your disclosure regarding enforceability of civil liabilities in Hong Kong, including your statement that such disclosure is
based upon the advice of previously-identified Hong Kong counsel.

 Please restore your disclosures in
these areas, or provide us with your analysis as to why such changes are appropriate. Additionally, please file the consent of counsel(s)
to the extent applicable and required. Refer to Item 601(b)(23) of Regulation S-K.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that we have restored the relevant disclosures. We have also attached the
consent letters from our Cayman Islands counsel Harney Westwood & Riegels we have restored such disclosure and from our Hong Kong counsel, Stevenson Wong & Co., as exhibit 23.2 and 23.4, respectively, to
the Form F-3/A .

 Exhibits

 13. Please revise the exhibit index to include the consent of counsels. See Item 601(b)(23) of Regulation
S-K. Note that if counsel's consent is included in another exhibit, you may indicate this in the exhibit index.

 Response: We note the Staff's comment,
and in response hereto, respectfully advise the Staff that we have filed the consent letters from our Cayman Islands counsel Harney
Westwood & Riegels, from our Hong Kong counsel, Stevenson Wong & Co., and from our PRC counsel, Guangdong Wesley Law Firm,
as exhibit 23.2, 23.4, and 23.5, respectively, to the Form F-3/A.

 14. We note that the auditor's consent filed as Exhibit 23.1
refers to the registration statement as "Amendment No. 1 to Form F-3," although it is the first post-effective amendment to
your registration statement on Form F-3. Please file a revised signed consent that clarifies the filing referenced.

 Response: We note the Staff's comment, and in response hereto,
respectfully advise the Staff that we have filed a revised signed consent from the auditor that clarifies the filing referenced.

 15. Please refer to your fee table filed as Exhibit 107 and address the following points:

 ● Revise
to identify the "Ordinary Shares" as "Class A Ordinary Shares," or advise.

 ● We
note from the prospectus cover page that you may offer share purchase contracts and share purchase units, among others, from time to
time. Please revise the fee table to include all securities you are seeking to register for sale, including the share purchase contracts
and share purchase units.

 Response: We note the Staff's comment, and
in response hereto, respectfully advise the Staff that have filed a revised Exhibit 107.

 4

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

 Very truly yours,

 TOP Financial Group Limited

 /s/ Ka Fai Yuen

 Name:
 Ka Fai Yuen

 Title:
 Chief Executive Officer

 5

December 19, 2024
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Limited
Post-Effective Amendment No. 1 to Registration Statement on Form F-3
Filed December 2, 2024
File No. 333-273066
Dear Ka Fai Yuen:
            We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-3
General
1.We note that you appear to be relying on General Instruction I.B.5 of Form F-3 to
conduct a limited primary offering. Please confirm whether you are relying on this
instruction, and if so, provide the disclosure required by Instruction 7 to General
Instruction I.B.5 of Form F-3.
2.Please confirm that you will include in future Exchange Act filings all applicable
disclosures you include, or will include, in this registration statement in response to
our comments.
Cover Page
Please disclose prominently on the prospectus cover page that you are not a Hong
Kong operating company but a Cayman Islands holding company with operations 3.

December 19, 2024
Page 2
primarily conducted by your subsidiaries based in Hong Kong and that this structure
involves unique risks to investors. Disclose that investors may never hold equity
interests in the Hong Kong operating subsidiaries. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
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. Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of this structure, including within any disclosure you incorporate by reference,
as applicable.
4.Provide prominent disclosure about the legal and operational risks associated with
being based in or having the majority of the company’s operations in Hong Kong.
Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and
regulatory actions by China’s government, such as those related to data security or
anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.
Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
5.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries are conducting the business
operations. Refrain from using terms such as “we” or “our” when describing activities
or functions of a subsidiary. For example, disclose, if true, that your subsidiaries
primarily conduct operations in Hong Kong and that the holding company does not
conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
6.Provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed under applicable
agreements. State whether any transfers, dividends, or distributions have been made to
date between the holding company and its subsidiaries, or to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
Prospectus Summary, page 1
Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under your
operating structure. Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company and its subsidiaries, and direction of
transfer. Quantify any dividends or distributions that a subsidiary has made to the
holding company and which entity made such transfer, and their tax consequences. 7.

December 19, 2024
Page 3
Similarly quantify dividends or distributions made to U.S. investors, the source, and
their tax consequences. Your disclosure should make clear if no transfers, dividends,
or distributions have been made to date. Describe any restrictions on foreign exchange
and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and
U.S. investors as well as the ability to settle amounts owed under applicable
agreements.
8.In your next post-effective amendment, please include a summary of your
enforcement of civil liabilities disclosure within the Prospectus Summary.
9.We note the following disclosures in your summary of key information under Item 3
of the Form 20-F for the fiscal year ended March 31, 2024 and incorporated by
reference:
•Under “Permission Required from the Hong Kong Authorities” you disclose at
page 6 that "[n]either we nor any of our subsidiaries are required to obtain any
permission or approval from Hong Kong authorities to offer the securities of
TFGL to foreign investors."
•Under “Recent Regulatory Development in the PRC” you disclose at page 7 that
"[i]n connection with our issuance of securities to foreign investors, under current
PRC laws, regulations and regulatory rules...we do not believe we are currently
required to obtain permissions from or complete any filing with the CSRC, or
required to go through cybersecurity review by the CAC...."
Please disclose how you reached your conclusions, including whether you are relying
on the opinion of counsel. If you relied on advice of counsel, you should identify
counsel and file the consent of counsel as an exhibit to the registration statement. If
you did not consult counsel, you should explain why. Please include any revised
disclosure directly within the Prospectus Summary section of your next post-effective
amendment filing.
Risk Factors, page 6
10.Similarly, we note the following risk factors included in your March 31, 2024 Form
20-F, in which you do not clearly state whether your conclusions are based upon the
advice of counsel:
•“We may become subject to a variety of PRC laws and other obligations
regarding data security offerings...” (page 12); and
•“The enforcement of foreign civil liabilities in the Cayman Islands and Hong
Kong...” (pages 13 – 14).
Please address the substance of our preceding comment above with respect to these
risk factors, and include any revised disclosure directly within the Risk Factors
section of your next post-effective amendment filing.
Enforceability of Civil Liabilities, page 27
We note your disclosure that five of your seven directors and officers are nationals
and/or residents of countries other than the United States. Please revise to clarify
whether any of such individuals are located in Hong Kong or the PRC. If so, please 11.

December 19, 2024
Page 4
identify the relevant individuals and discuss, both here and in a related risk factor, the
difficulty of bringing actions against them and enforcing judgments against them.
12.We note the following revisions in the section titled "Enforceability of Civil
Liabilities" on page 27 of your post-effective amendment filing as compared to your
disclosure in the same section in your IPO registration statement on Form F-1 (333-
259441), which was declared effective on May 31, 2022:
•You removed your disclosure that "there is uncertainty as to whether the courts of
the Cayman Islands would (1) recognize or enforce judgments of U.S. courts
obtained against us or our directors or officers that are predicated upon the civil
liability provisions of the federal securities laws of the United States or the
securities laws of any state in the United States, or (2) entertain original actions
brought in the Cayman Islands against us or our directors or officers that are
predicated upon the federal securities laws of the United States or the securities
laws of any state in the United States." Additionally, you removed the name of
previously-identified Cayman counsel whose advice you have relied upon for
your disclosures in this section.
•You removed your disclosure regarding enforceability of civil liabilities in Hong
Kong, including your statement that such disclosure is based upon the advice of
previously-identified Hong Kong counsel.
Please restore your disclosures in these areas, or provide us with your analysis as to
why such changes are appropriate. Additionally, please file the consent of counsel(s)
to the extent applicable and required. Refer to Item 601(b)(23) of Regulation S-K.
Exhibits
13.Please revise the exhibit index to include the consent of counsels. See Item 601(b)(23)
of Regulation S-K. Note that if counsel’s consent is included in another exhibit, you
may indicate this in the exhibit index.
14.We note that the auditor's consent filed as Exhibit 23.1 refers to the registration
statement as "Amendment No. 1 to Form F-3," although it is the first post-effective
amendment to your registration statement on Form F-3. Please file a revised signed
consent that clarifies the filing referenced.
15.Please refer to your fee table filed as Exhibit 107 and address the following points:
•Revise to identify the “Ordinary Shares” as “Class A Ordinary Shares,” or advise.
•We note from the prospectus cover page that you may offer share purchase
contracts and share purchase units, among others, from time to time. Please revise
the fee table to include all securities you are seeking to register for sale, including
the share purchase contracts and share purchase units.

December 19, 2024
Page 5
            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 David Gessert at 202-551-2326 or David Lin at 202-551-3552 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Yuning Bai

CORRESP
1
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TOP
Financial Group Limited

 

118
Connaught Road West

Room
1101

Hong
Kong

September
29, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
D.C., 20549

    Attn:
    John
    Stickel

    Chris
    Windsor

    Re:
    TOP Financial Group Limited

    Registration
    Statement on Form F-3, as amended (File No. 333- 273066)

    Request
    for Acceleration of Effectiveness

Dear
Mr. Stickel and Mr. Windsor :

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, TOP Financial Group
Limited hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3, as amended, be accelerated
to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on September 29, 2023, or as soon thereafter as practicable.

    Very truly yours,

    TOP Financial Group Limited

    By:
    /s/
    Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

CORRESP
1
filename1.htm

TOP Financial Group
Ltd

118 Connaught Road West

Room 1101

Hong Kong

September 28, 2023

Via Edgar Correspondence

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    John Stickel

    Chris Windsor

    Re:

    TOP Financial Group Ltd

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

    Filed September 21, 2023

    File Number 333-273066

Mr. Stickel and Mr. Windsor,

This letter is in response to the letter dated
September 27, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
TOP Financial Group Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amendment No.3 to the registration statement on Form F-3 (the “Amendment
No.4 to the Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-3 Amended
September 21, 2023

Enforceability of Civil Liabilities, page 27

    1)
    We note your response to prior comment 2 and reissue in part. Please revise to clarify whether Cogency will accept service for any action under the civil liability provisions of the U.S. federal securities laws against any of its officers and directors who are residents of a foreign country in any appropriate court. See Item 101(g) of Regulation S-K.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have further revised page 27 in the Amendment No.4 to the Registration
Statement to clarify that it may be difficult for investors to effect service of process within the United States upon the officers and
directors who are residents of a foreign country or to enforce against us or these people, judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
TOP Financial Group Ltd has appointed Cogency Global Inc. as the agent to receive service of process with respect to any action brought
against us under the securities laws of the United States. Cogency Global Inc. has also been engaged by the officers
and directors who are residents of a foreign country to accept service for any action under the civil liability provisions
of the U.S. federal securities laws against such officers and directors.

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

    TOP Financial Group Limited.

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
September 27, 2023
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Ltd
Amendment No. 3 to Registration Statement on Form F-3
Filed September 21, 2023
File Number 333-273066
Dear Ka Fai Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Registration Statement on Form F-3 Amended September 21, 2023
Enforceability of Civil Liabilities, page 27
1.We note your response to prior comment 2 and reissue in part.  Please revise to
clarify whether Cogency will accept service for any action under the civil liability
provisions of the U.S. federal securities laws against any of its officers and directors who
are residents of a foreign country in any appropriate court.  See Item 101(g) of Regulation
S-K.

 FirstName LastNameKa Fai Yuen
 Comapany NameTOP Financial Group Ltd
 September 27, 2023 Page 2
 FirstName LastName
Ka Fai Yuen
TOP Financial Group Ltd
September 27, 2023
Page 2
            You may contact John Stickel at (202) 551-3324 or Chris Windsor at (202) 551-
3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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TOP Financial Group Ltd

118 Connaught Road West

Room 1101

Hong Kong

September 21, 2023

Via Edgar Correspondence

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    John Stickel

    Chris Windsor

    Re:

    TOP Financial Group Ltd

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

    Filed August 23, 2023

    File Number 333-273066

Mr. Stickel and Mr. Windsor,

This letter is in response to the letter dated
September 20, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to
TOP Financial Group Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amendment No.3 to the registration statement on Form F-3 (the “Amendment
No.3 to Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-3 Amended
August 23, 2023

Enforceability of Civil Liabilities, page 27

    1)
    We note your response to prior comment 2 that you will be make sure to reflect that some of your directors and officers are nationals or residents of the United States in future filings. However, your disclosure in the F-3 appears to imply that most of your officers and directors are nationals and/or residents of the United States, and only “some” are nationals and/or residents of other countries. Given the apparent inconsistency between this F-3 and your 20-F for the fiscal year ended March 31, 2023 that states that “all” of your directors and officers are nationals or residents of jurisdictions other than the United States, please revise here to provide more clarity as to the number of your officers and directors that are nationals and residents of the United States and the number that are not.

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully
advise the Staff that we have further revised page 27 in the Amendment No.3 to Registration Statement to clarify that two of our seven
directors and officers are nationals and/or residents of the United States. The other five of our directors and officers are nationals
and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located
outside the United States. We also further revised the disclosure to state that it may be difficult for investors to effect service of
process within the United States upon us or these persons or to enforce against us or them, judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

We further revised page 28 in the Amendment No. 3 to the Registration
statement to clarify that in the case of a conflict or inconsistency between information contained in this prospectus and information
incorporated by reference into this prospectus, investors should rely on the information contained in the document that was filed later.

    2)
    We note that on page 27 you state that your agent for service, Cogency, will accept service only for actions in the Southern District of New York, or in the New York Supreme Court for the County and City of New York. Revise your disclosure on page 27 to clarify whether Cogency will accept service for any action under the civil liability provisions of the U.S. federal securities laws against the foreign private issuer and any of its officers and directors who are residents of a foreign country in any appropriate court. See Item 101(g) of Regulation S-K. Please note we may have further comment.

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully
clarify for the Staff that we have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action
brought against us under the securities laws of the United States. We have further revised page 27 in the Amendment No.3 to Registration
Statement.

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

    TOP Financial Group Limited.

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
September 20, 2023
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed August 23, 2023
File Number 333-273066
Dear Ka Fai Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 17, 2023 letter.
Registration Statement on Form F-3 Amended August 23, 2023
Enforceability of Civil Liabilities, page 27
1.We note your response to prior comment 2 that you will be make sure to reflect that some
of your directors and officers are nationals or residents of the United States in future
filings.  However, your disclosure in the F-3 appears to imply that most of your officers
and directors are nationals and/or residents of the United States, and only "some"
are nationals and/or residents of other countries.  Given the apparent
inconsistency between this F-3 and your 20-F for the fiscal year ended March 31, 2023
that  states that “all” of your directors and officers are nationals or residents of
jurisdictions other than the United States, please revise here to provide more clarity as to

 FirstName LastNameKa Fai Yuen
 Comapany NameTOP Financial Group Ltd
 September 20, 2023 Page 2
 FirstName LastName
Ka Fai Yuen
TOP Financial Group Ltd
September 20, 2023
Page 2
the number of your officers and directors that are nationals and residents of the United
States and the number that are not.
2.We note that on page 27 you state that your agent for service, Cogency, will accept
service only for actions in the Southern District of New York, or in the New York
Supreme Court for the County and City of New York.  Revise your disclosure on page 27
to clarify whether Cogency will accept service for any action under the civil liability
provisions of the U.S. federal securities laws against the foreign private issuer and any of
its officers and directors who are residents of a foreign country in any appropriate court.
See Item 101(g) of Regulation S-K.  Please note we may have further comment.
            You may contact John Stickel at 202-551-3324 or Christian Windsor, Legal Branch
Chief, at 202-551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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TOP Financial Group Ltd

118 Connaught Road West

Room 1101

Hong Kong

August 23, 2023

Via Edgar Correspondence

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    John Stickel

    Chris Windsor

    Re:

    TOP Financial Group Ltd

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

    Filed July 21, 2023

    File Number 333-273066

Mr. Stickel and Mr. Windsor,

This letter is in response to the letter dated
August 17, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to TOP
Financial Group Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amendment No.2 to the registration statement on Form F-3 (the “Amendment
No.2 to Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-3 Amended
July 21, 2023

Enforceability of Civil Liabilities, page 27

    1)
    We note that you state that “substantially all our assets are located in the United States.” However, your 20-F for the fiscal year ended March 31, 2023 states that substantially all your assets are located in Hong Kong. Revise the registration statement to clarify this apparent inconsistency.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised page 27 in the Amendment No.2 to Registration Statement to
clarify this inconsistency.

    2)
    Your registration statement states that “some” of your directors and officers are residents or citizens of countries “other than the United States.” The 20-F for the fiscal year ended March 31, 2023 states that “all” of your directors and officers are nationals or residents of jurisdictions other than the United States. Revise this section to clarify this inconsistency.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully clarify for the Staff that some of our directors and officers are nationals or residents of the
United States. We have revised page 27 in the Amendment No.2 to Registration Statement. We will make sure to reflect such fact in future
filings.

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

    TOP Financial Group Limited.

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
August 17, 2023
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Ltd
Registration Statement on Form F-3
Filed June 30, 2023
File Number 333-273066
Dear Ka Fai Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Registration Statement on Form F-3 Amended July 21, 2023
Enforceability of Civil Liabilities, page 27
1.We note that you state that "substantially all our assets are located in the United States."
However, your 20-F for the fiscal year ended March 31, 2023 states that substantially all
your assets are located in Hong Kong.  Revise the registration statement to clarify this
apparent inconsistency.
2.Your registration statement states that "some" of your directors and officers are residents
or citizens of countries "other than the United States."  The 20-F for the fiscal year ended
March 31, 2023 states that "all" of your directors and officers are nationals or residents of

 FirstName LastNameKa Fai Yuen
 Comapany NameTOP Financial Group Ltd
 August 17, 2023 Page 2
 FirstName LastName
Ka Fai Yuen
TOP Financial Group Ltd
August 17, 2023
Page 2
jurisdictions other than the United States.  Revise this section to clarify this inconsistency.
            You may contact  John Stickel at (202) 551-3324 or Chris Windsor, Legal Branch Chief,
at (202) 551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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TOP Financial Group Ltd

118 Connaught Road West

Room 1101

Hong Kong

July 21, 2023

Via Edgar Correspondence

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attn:
    John Stickel

    Chris Windsor

    Re:

    TOP Financial Group Ltd

    Registration Statement on Form F-3

    Filed June 30, 2023

    File Number 333-273066

Mr. Stickel and Mr. Windsor,

This letter is in response to the letter dated
July 17, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to TOP
Financial Group Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amendment no.1 to the registration statement on Form F-3 (the “Amendment
No.1 to Registration Statement”) is being submitted to accompany this letter.

Form F-3 filed June 30, 2023

General, page i

    1)
    We note that this shelf registration was filed to allow you to sell any combination of the securities described in this prospectus in one or more offerings up to an aggregate offering price of $300,000,000. Please tell us whether your proposed shelf size is an amount that you reasonably expect to utilize during the three year term of the registration statement. Please refer to Rule 415(a)(5). We note that your current market capitalization has fluctuated around $35-40 million since the expiration of the trading suspension. We also note that the offering amount is more than ten times your revenues in either 2023 or 2022.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the proposed shelf size ($300,000,000) is an amount that we reasonably expect
to utilize during the three year term of the registration statement. Although we may determine at a future date that proposed shelf
size exceeds our needs, we believe that if we are able to execute our business plan sufficiently that significant additional capital would
be accretive to shareholder value. Further, in accordance with Instruction I.B.1 of Form F-3 , we are eligible to exercise this right
as the market value of common equity held by non-affiliates was $87,400,000 on May 4, 2023 (calculated based on 5,000,000 ordinary
shares held by non-affiliates and the per share price of $17.48).

Corporate History and Structure, page 1

    2)
    We note that the diagram you include to illustrate your corporate structure is not legible. Please revise the F-3 to provide a legible graphic depicting your corporate structure.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we replace the diagram with a legible version in the Amendment No.1 to Registration
Statement.

Risk Factors, page 5

    3)
    We note that you incorporate by reference the risk factors from your Form 20-F, and that page 15 of your 20-F includes a risk factor for possible price volatility related to your shares. Add a risk factor to the F-3, as well as in the relevant offering prospectus, that your securities actually experienced substantial and unexplained price fluctuations in April and May of this year. The risk factor should also note that your securities were subject to a trading suspension on May 11, 2023, discussing the reasons for such suspension. In addition, discuss the risk of future significant price movements, and that there are generally a limited amount of your securities traded daily such that they may be considered thinly traded.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a risk factor “The trading price of our ordinary shares experienced
substantial price fluctuations in April and May 2023. On May 11, 2023 the SEC ordered a 10-day trading suspension of our ordinary shares.
A repeat suspension could occur. Because our ordinary shares has at times been thinly traded, our ordinary shares may continue
to experience price volatility and low liquidity, which could result in substantial losses to investors” in the Amendment No.1 to
Registration Statement.

    4)
    Add a risk factor to address the potential dilution that existing shareholders may experience in the event that you are able to market and sell securities under this shelf.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a risk factor “The sale of a substantial amount of our ordinary
shares and/or securities that are exercisable or convertible into out ordinary shares could adversely affect the prevailing market price
of our ordinary shares” in the Amendment No.1 to Registration Statement.

Exhibits, page 21

    5)
    We note that the legal opinion filed as exhibit 5.1 is limited to the laws of the Cayman Islands. However, we note your disclosure on page 21 that the indentures and debt securities will be governed by, and construed in accordance with, the laws of the State of New York. Please revise the legal opinion accordingly or provide an opinion that covers New York law.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added an opinion from Ortoli Rosenstadt LLP regarding the indenture and
debt securities as exhibit 5.2 to the Amendment No.1 to Registration Statement.

    6)
    We note that the forms of indentures identified in the index as exhibits 4.2 and 4.3 will be filed, if necessary, after effectiveness. Please file the forms of indentures as exhibits to your registration statement prior to requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of our Trust Indenture Act of 1939 Compliance and Disclosure Interpretations. Additionally, you must either file a Form T-1 as Exhibit 25.1 to your registration statement to qualify the trustee thereunder prior to requesting effectiveness or rely on Section 305(b)(2) of the Trust Indenture Act and include the undertaking contained in Item 512(j).

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a copies of the indentures as exhibit 4.2 and 4.3 and included the
undertaking contained in Item 415(j) in the Amendment No.1 to Registration Statement.

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

    TOP Financial Group Limited.

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 17, 2023
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Ltd
Registration Statement on Form F-3
Filed June 30, 2023
File Number 333-273066
Dear Ka Fai Yuen:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3 filed June 30, 2023
General, page i
1.We note that this shelf registration was filed to allow you to sell any combination of the
securities described in this prospectus in one or more offerings up to an aggregate offering
price of $300,000,000.  Please tell us whether your proposed shelf size is an amount that
you reasonably expect to utilize during the three year term of the registration statement.
Please refer to Rule 415(a)(5).  We note that your current market capitalization has
fluctuated around $35-40 million since the expiration of the trading suspension.  We also
note that the offering amount is more than ten times your revenues in either 2023 or 2022.

 FirstName LastNameKa Fai Yuen
 Comapany NameTOP Financial Group Ltd
 July 17, 2023 Page 2
 FirstName LastNameKa Fai Yuen
TOP Financial Group Ltd
July 17, 2023
Page 2
Corporate History and Structure, page 1
2.We note that the diagram you include to illustrate your corporate structure is not legible.
Please revise the F-3 to provide a legible graphic depicting your corporate structure.
Risk Factors, page 5
3.We note that you incorporate by reference the risk factors from your Form 20-F, and that
page 15 of your 20-F includes a risk factor for possible price volatility related to your
shares.  Add a risk factor to the F-3, as well as in the relevant offering prospectus, that
your securities actually experienced substantial and unexplained price fluctuations in
April and May of this year.  The risk factor should also note that your securities were
subject to a trading suspension on May 11, 2023, discussing the reasons for such
suspension.  In addition, discuss the risk of future significant price movements, and
that there are generally a limited amount of your securities traded daily such that they
may be considered thinly traded.
4.Add a risk factor to address the potential dilution that existing shareholders may
experience in the event that you are able to market and sell securities under this shelf.
Exhibits, page 21
5.We note that the legal opinion filed as exhibit 5.1 is limited to the laws of
the Cayman Islands.  However, we note your disclosure on page 21 that the indentures and
debt securities will be governed by, and construed in accordance with, the laws of the
State of New York.  Please revise the legal opinion accordingly or provide
an opinion that covers New York law.
6.We note that the forms of indentures identified in the index as exhibits 4.2 and 4.3 will be
filed, if necessary, after effectiveness.  Please file the forms of indentures as exhibits to
your registration statement prior to requesting effectiveness.  For guidance, refer to
sections 201.02 and 201.04 of our Trust Indenture Act of 1939 Compliance and
Disclosure Interpretations.  Additionally, you must either file a Form T-1 as Exhibit 25.1
to your registration statement to qualify the trustee thereunder prior to requesting
effectiveness or rely on Section 305(b)(2) of the Trust Indenture Act and include the
undertaking contained in Item 512(j).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameKa Fai Yuen
 Comapany NameTOP Financial Group Ltd
 July 17, 2023 Page 3
 FirstName LastName
Ka Fai Yuen
TOP Financial Group Ltd
July 17, 2023
Page 3
             Please contact John Stickel, Staff Attorney,  at (202) 551-3324 or Chris Windsor, Legal
Branch Chief, at (202) 551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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VIA EDGAR

May 26, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Mr. David Gessert

    Re:
    Zhong Yang Financial Group Limited

    File No. 333-259441

    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”),
Univest Securities, LLC, acting as representative of the underwriters, hereby joins Zhong Yang Financial Group Limited in requesting acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on May 31, 2022, at 4:00 p.m. Eastern
Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated May 10, 2022, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirm 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,

    Univest Securities, LLC

    By:
    /s/ Edric Guo

    Name:
    Edric Guo

    Title:
    CEO

CORRESP
1
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Zhong Yang Financial Group Limited

May 26, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C., 20549

Attn: Mr. David Gessert

 Re: Zhong
Yang Financial Group Limited

Registration Statement on Form F-1, as
amended (File No. 333-259441)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Zhong Yang Financial Group Limited hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration
Statement will become effective at 4:00 p.m., Eastern Time, on May 31, 2022, or as soon thereafter as 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,

    Zhong Yang Financial Group Limited

    By:
    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

CORRESP
1
filename1.htm

Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

May 10, 2022

Via Edgar

Mr. David Gessert

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Zhong Yang Financial Group Limited

    Amendment No. 6 to

    Registration Statement on Form F-1

    Filed April 13, 2022

    File No. 333-259441

Dear Mr. Gessert,

This letter is in response to the letter dated
May 6, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference, we
have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

Amendment No. 6 to Form F-1

General

1. Please confirm that in your Exchange Act
filings you will provide disclosure highlighting the risks associated with investing in companies that are based in or that have significant
operations in the PRC and Hong Kong.

RESPONSE: We note the Staff’s
comment, and in response hereto, respectfully confirm for the Staff that in our Exchange Act filings, we will provide disclosure
highlighting the risks associated with investing in companies that are based in or that have significant operations in the PRC and
Hong Kong.

Conventions Which Apply to this Prospectus,
page iii

2. You state that references to “China”
or “PRC” refers to the People’s Republic of China, excluding the Taiwan region, Hong Kong, and Macau. Excluding Hong Kong
from this definition tends to obscure and mitigate the risks to investors because of your significant operations in Hong Kong. Please
revise accordingly.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised the definition of “China” and “PRC” to
refer to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan.

Prospectus Summary

Risk Factor Summary, page 8

3. Refer to your response to comment 2. Please
add a summary risk factor related to enforcement of foreign civil liabilities in Hong Kong and the Cayman Islands. Further, please file
the respective consents of Harney Westwood & Riegels and Stevenson, Wong & Co. to be named in the registration statement with
respect to their determinations regarding the enforceability of foreign judgments under the laws of the Cayman Islands and Hong Kong.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a summary risk factor “The enforcement of foreign civil liabilities
in the Cayman Islands and Hong Kong is subject to certain conditions. Therefore, certain judgments obtained against us by our shareholders
may be difficult to enforce in such jurisdictions” on page 8 of the Amendment. We have also filed the latest opinions, which include
the consents, of Harney Westwood& Riegels and Stevenson, Wong & Co. as exhibit 5.1 and 99.1, respectively.

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
May 6, 2022
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Amendment No. 6 to
Registration Statement on Form F-1
Filed April 13, 2022
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 6, 2022 letter.
Amendment No. 6 to Form F-1
General
1.Please confirm that in your Exchange Act filings you will provide disclosure highlighting
the risks associated with investing in companies that are based in or that have significant
operations in the PRC and Hong Kong.
Conventions Which Apply to this Prospectus, page iii
2.You state that references to "China" or "PRC" refers to the People’s Republic of
China, excluding the Taiwan region, Hong Kong, and Macau.  Excluding Hong Kong

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 May 6, 2022 Page 2
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
May 6, 2022
Page 2
from this definition tends to obscure and mitigate the risks to investors because of your
significant operations in Hong Kong.  Please revise accordingly.
Prospectus Summary
Risk Factor Summary, page 8
3.Refer to your response to comment 2.  Please add a summary risk factor related
to enforcement of foreign civil liabilities in Hong Kong and the Cayman Islands.  Further,
please file the respective consents of Harney Westwood & Riegels and Stevenson, Wong
& Co. to be named in the registration statement with respect to their determinations
regarding the enforceability of foreign judgments under the laws of the Cayman Islands
and Hong Kong.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William S. Rosenstadt, Esq.

CORRESP
1
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Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

April 13, 2022

Via Edgar

Mr. David Gessert

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Zhong Yang Financial Group Limited

    Amendment No. 5 to

    Registration Statement on Form F-1

    Filed January 28, 2022

    File No. 333-259441

Dear Mr. Gessert,

This letter is in response to the letter dated
April 6, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

Amendment No. 5 to Form F-1

Cover Page

1. Refer to your response to comment 1. Please
summarize here your cash management policies as they relate to how cash is transferred through your organization and provide a cross reference
to a more detailed description of these policies in Prospectus Summary. Please make corresponding revisions elsewhere in your prospectus
as necessary.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that our management monitors the cash position of each entity within our organization
regularly and prepare budgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeable
future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported
to our Chief Financial Officer and subject to approval by our board of directors, we will provide fundings to the subsidiaries through
loans or capital contributions. We added such disclosure under “Transfers of Cash between Our Company and Our Subsidiaries”
on page 6, as well as a summary on the cover page of the Amendment.

Prospectus Summary, page 1

2. Please summarize the disclosure of enforcement
of civil liabilities in Prospectus Summary and include a related summary risk factor. Please also revise the first risk factor on page
21 to separately describe the specific risks of enforceability of foreign judgments in Hong Kong and to discuss Cayman Islands and Hong
Kong counsels’ respective determinations. Additionally, relocate the Enforcement of Civil Liabilities section to an earlier location in
the prospectus.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added the subsection “Enforceability of Civil Liabilities” under
“Prospectus Summary” on page 7, revised the risk factor “Certain judgments obtained against us by our shareholders may
not be enforceable” on page 22 to include the specific risks of enforceability of foreign judgement in Hong Kong and Cayman Islands,
and moved the “Enforceability of Civil Liabilities” section to page 41 of the Amendment.

3. Refer to your response to comment 2.
Please disclose how you determined that permissions related to the CAC and the CSRC’s Overseas Listing Regulations were not
required. If you relied on the advice of counsel in making this determination, identify counsel and file its consent. If you did not
consult counsel in making these determinations, explain why you did not obtain the advice of counsel; if true, disclose that your
determination is based on a risk-based analysis; and include related risk factor disclosure. Additionally, please update your
disclosure related to Recent Regulatory Development in the PRC beginning on page 9, and elsewhere, as necessary.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have engaged Guangdong Wesley Law Firm as counsel to advise us with certain
legal matters regarding PRC laws and regulations. We have revised our disclosure to state that our conclusion that permissions related
to the CAC and the CSRC’s Overseas Listing Regulations were not required was advised by Guangdong Wesley Law Firm under “Recent
Regulatory Development in the PRC” starting on page 10, and the risk factor “We may become subject to a variety of PRC laws
and other obligations regarding data security 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” starting on page 17 of the Amendment. A consent of Guangdong Wesley
Law Firm was filed as exhibit 23.8.

Risk Factor Summary, page 7

4. For each summary risk factor you disclose,
please include a cross-reference to the more detailed discussion of the risk in your Risk Factors section.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added cross-reference to the more detailed discussion at the end of each
risk in the “Risk Factor Summary” starting on page 8 of the Amendment.

5. Please add a summary risk factor discussing
any restrictions or limitations on your ability to transfer funds out of Hong Kong. Your disclosure should address the risk that the PRC
government may intervene or impose restrictions on your ability to move money out of the PRC and/or Hong Kong to distribute earnings and
pay dividends to your subsidiaries, the parent or to reinvest in your business outside of the PRC and Hong Kong.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that there is currently no restriction or limitation under the laws of Hong Kong
on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of
the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding
company and the Operating Subsidiaries in Hong Kong. However, the Chinese government may, in the future, impose restrictions or limitations
on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization
or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder
the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiaries in Hong
Kong. We revised the first bullet point under “Risk Factor Summary – Risks Relating to Doing Business in the Jurisdiction
in which the Operating Subsidiaries Operates” and the risk factor “Substantially all of the Operating Subsidiaries’
operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese 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. The PRC government may also
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 Chinese 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” on page 16 of the Amendment.

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
April 6, 2022
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Amendment No. 5 to
Registration Statement on Form F-1
Filed January 28, 2022
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 25, 2022 letter.
Amendment No. 5 to Form F-1
Cover Page
1.Refer to your response to comment 1.  Please summarize here your cash management
policies as they relate to how cash is transferred through your organization and provide a
cross reference to a more detailed description of these policies in Prospectus Summary.
Please make corresponding revisions elsewhere in your prospectus as necessary.

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 April 6, 2022 Page 2
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
April 6, 2022
Page 2
Prospectus Summary, page 1
2.Please summarize the disclosure of enforcement of civil liabilities in Prospectus Summary
and include a related summary risk factor.  Please also revise the first risk factor on page
21 to separately describe the specific risks of enforceability of foreign judgments in Hong
Kong and to discuss Cayman Islands and Hong Kong counsels' respective
determinations.  Additionally, relocate the Enforcement of Civil Liabilities section to an
earlier location in the prospectus.
3.Refer to your response to comment 2.  Please disclose how you determined that
permissions related to the CAC and the CSRC’s Overseas Listing Regulations were not
required.  If you relied on the advice of counsel in making this determination, identify
counsel and file its consent.  If you did not consult counsel in making these
determinations, explain why you did not obtain the advice of counsel; if true, disclose that
your determination is based on a risk-based analysis; and include related risk factor
disclosure.  Additionally, please update your disclosure related to Recent Regulatory
Development in the PRC beginning on page 9, and elsewhere, as necessary.
Risk Factor Summary, page 7
4.For each summary risk factor you disclose, please include a cross-reference to the more
detailed discussion of the risk in your Risk Factors section.
5.Please add a summary risk factor discussing any restrictions or limitations on your
ability to transfer funds out of Hong Kong.  Your disclosure should address the risk that
the PRC government may intervene or impose restrictions on your ability to move money
out of the PRC and/or Hong Kong to distribute earnings and pay dividends to your
subsidiaries, the parent or to reinvest in your business outside of the PRC and Hong Kong.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William S. Rosenstadt, Esq.

CORRESP
1
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Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

January 28, 2022

Via Edgar

Mr. Lory Empie

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Zhong Yang Financial Group Limited

    Amendment No. 4 to

    Registration Statement on Form F-1

    Filed December 23, 2021

    File No. 333-259441

Dear Mr. Empie,

This letter is in response to the letter dated
January 25, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

Amendment No. 4 to Form F-1

Cover Page

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

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added the required disclosure and cross-reference on the cover page of the
prospectus.

Prospectus Summary, page 1

2. Please disclose each permission or approval
that you or your subsidiaries are required to obtain from Hong Kong authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve the
operations of your subsidiaries, and state affirmatively whether you have received all requisite permissions or approvals and whether
any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we added a section “Permission Required from the Hong Kong Authorities”
on page 9 of the Amendment to disclose the licenses our subsidiaries are required to obtain from Hong Kong local authorities to operate
the business. Neither we nor our subsidiaries are required to obtain permission or approval to offer the securities of ZYFGL to foreign
investors. We also added the disclosure that neither our subsidiaries nor we are covered by permissions requirements from CSRC, the CAC
or any other governmental agency that is required to approve the operations of our subsidiaries. In addition, if the applicable laws,
regulations, or interpretations change and our operating subsidiaries became subject to the CAC or CSRC review, we cannot assure the investors
that our operating subsidiaries will be able to comply with the regulatory requirements in all respects and our current practice of collecting
and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If our operating subsidiaries
fail to receive or maintain such permissions or if the required approvals are denied, our operating subsidiaries may become subject to
fines and other penalties which may have a material adverse effect on our business, operations and financial condition 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.

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
January 25, 2022
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Amendment No. 4 to
Registration Statement on Form F-1
Filed December 23, 2021
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 22, 2021 letter.
Amendment No. 4 to Form S-1
Cover Page
1.Please provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings.  State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable.  Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 January 25, 2022 Page 2
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
January 25, 2022
Page 2
Propsectus Summary, page 1
2.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Hong Kong authorities to operate your business and to offer the securities
being registered to foreign investors.  State whether you or your subsidiaries are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the operations of your subsidiaries, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied.  Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

December 23, 2021

Via Edgar

Mr. Lory Empie

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Zhong Yang Financial Group Limited

    Amendment No. 3 to

    Registration Statement on Form F-1

    Filed December 10, 2021

    File No. 333-259441

Dear Mr. Empie,

This letter is in response to the letter dated
December 22, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

Amendment No. 3 to Form F-1

Cover Page

1. Please disclose here whether your auditor
is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable
Act and related regulations will affect your company.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that our auditor, Friedman LLP, the independent registered public accounting firm
that issues the audit report included in the prospectus part of the Amendment, as an auditor of companies that are traded publicly in
the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular
inspections to assess Friedman LLP’s compliance with applicable professional standards. Friedman LLP is headquartered in Manhattan,
New York with no branches or offices outside the United States and has been inspected by the PCAOB on a regular basis with the last inspection
in June 2018. Therefore, we believe that, as of the date of this response letter, our auditor is not subject to the determinations announced
by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting
firms headquartered in mainland China of the People’s Republic of China (“PRC”) or Hong Kong, a Special Administrative
Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. We have revised the
cover page of the Amendment and referenced to the risk factor entitled “Our Ordinary Shares may be prohibited from being traded
on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting
Oversight Board (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting
of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment”
on page 17 of the Amendment.

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
December 22, 2021
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Amendment No. 3 to
Registration Statement on Form F-1
Filed December 10, 2021
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 8, 2021 letter.
Amendment No. 3 to Form F-1
Cover page
1.Please disclose here whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 December 22, 2021 Page 2
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
December 22, 2021
Page 2
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact David Gessert at 202-551-2326 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

December 10, 2021

Via Edgar

Mr. David Gessert

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Re: Zhong Yang Financial Group Limited

Amendment No. 2 to

Registration Statement on Form F-1

Filed November 24, 2021

File No. 333-259441

Dear Mr. Gessert,

This letter is in response to the letter dated
December 8, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

Amendment No. 2 to Registration Statement on
Form F-1

Cover Page

Refer to your response to comment 1. Please place your statement
that your operating subsidiaries based in Hong Kong have “PRC individuals or companies that have shareholders or directors that are
PRC individuals as clients” in context by describing how these PRC individuals and entities and their operations and activities in
China give rise to the risks identified here.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added the disclosure on the cover page that we are currently not subject
to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of
the PRC, even though our clients may be PRC-based. In addition, and we do not expect to be materially affected by 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, including, but not limited to the cybersecurity review and regulatory review of overseas listing of
our Ordinary Shares through an offshore holding company. However, due to long arm provisions under the current PRC laws and regulations,
there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
December 8, 2021
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Amendment No. 2 to
Registration Statement on Form F-1
Filed November 24, 2021
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.Refer to your response to comment 1.  Please place your statement that your operating
subsidiaries based in Hong Kong have "PRC individuals or companies that have
shareholders or directors that are PRC individuals as clients" in context by describing how
these PRC individuals and entities and their operations and activities in China give rise to
the risks identified here.

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 December 8, 2021 Page 2
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
December 8, 2021
Page 2
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

November 24, 2021

Via Edgar

Mr. Lory Empie

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Zhong Yang Financial Group Limited

    Registration Statement on Form F-1

    Filed October 19, 2021

    File No. 333-259441

Dear Mr. Empie,

This letter is in response to the letter dated
November 17, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

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

Cover Page

1. Refer to your response to comment 1. Please
revise to address the following:

 ● Disclose
how recent statements and regulatory actions by China’s government, such as those related to the use of data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other
foreign exchange;

 ● Given
the uncertainty of whether and when China’s government may take future regulatory action, provide us the basis for your statement
that you “do not foresee material changes to [your] operating entities’ operations or the value of [your] Ordinary Shares
resulting from the legal and operational risks relating to the PRC regulations”; and

 ● In
the paragraph following the bulleted list of possible consequences of governmental action, clarify your disclosure that you “are
still subject to certain legal and operational risks associated with [your] . . . having PRC individuals or companies that have shareholders
or directors that are PRC individuals as clients” (emphasis added).

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised the cover page of the Amendment to (1) provide disclosure on how
recent statements and regulatory actions by China’s government have or may impact our ability to conduct the business, accept foreign
investments, or list on an U.S. or other foreign exchange; (2) give the reasons and basis for the statement that we do not foresee material
changes to our operating entities; and (3) clarify the disclosure that we are still subject to certain legal and operational risks associated
with having PRC individuals or companies that have shareholders or directors that are PRC individuals as clients.

2. Refer to your response to comment 2. Please
explicitly disclose on the cover page how you will refer to the holding company and subsidiaries when providing the disclosure throughout
the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations. Additionally, refrain from using terms such as “we” or “our” when describing activities
of subsidiaries. Further, in the fourth paragraph, clarify if true that investors in this offering will not directly hold equity interests
in your operating subsidiaries in Hong Kong.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure to clearly differentiate between the holding
company and the subsidiaries when providing the disclosure on the prospectus cover page and throughout the Amendment with respect to the
business operations. Additionally, we have clarified in the fourth paragraph that investors in this offering will not directly hold equity
interests in the operating subsidiaries in Hong Kong.

Prospectus Summary, page 1

3. Refer to your response to comment 3. Please
revise your Risk Factor Summary disclosure to specifically describe the regulatory, liquidity and enforcement risks arising from your
operations in China and Hong Kong. Specifically address uncertainties regarding the rules and regulations in China given they may change
quickly with little advance notice and explicitly disclose 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 or the value of your Ordinary Shares. Additionally, provide cross- references to the more detailed
discussion of these risks in the prospectus. Further, please relocate the risks related to the jurisdictions where you do business, your
corporate structure and possible prohibition of your shares from trading on a national exchange under the Holding Foreign Companies Accountable
Act in your Risk Factor Summary beginning on page 7 and in your Risk Factors section so that these risk factors appear first.

RESPONSE: We note the Staff’s
comment, and in response hereto, respectfully advise the Staff that we have added the summary of the risk factors on pages 7 and 8
of the Amendment to describe the regulatory, liquidity and enforcement risks arising from our operations in China and Hong Kong and
to specifically address uncertainties regarding the rules and regulations in China, given they may change quickly with little
advance notice, and have explicitly disclosed that the Chinese government may intervene or influence our 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 our operations or the value of our Ordinary Shares. In addition, we have provided cross-references to the more
detailed discussion of these risks in the prospectus. We have also relocated the risks related to the jurisdictions where we do
business, our corporate structure and possible prohibition of our shares from trading on a national exchange under the Holding
Foreign Companies Accountable Act in the Risk Factor Summary and in the Risk Factors section, as the Staff advised.

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
November 17, 2021
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed October 19, 2021
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 7, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.Refer to your response to comment 1.  Please revise to address the following:
•Disclose how recent statements and regulatory actions by China’s government, such
as those related to the use of data security or anti-monopoly concerns, has or may
impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange;
•Given the uncertainty of whether and when China's government may take future
regulatory action, provide us the basis for your statement that you "do not foresee

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 November 17, 2021 Page 2
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
November 17, 2021
Page 2
material changes to [your] operating entities’ operations or the value of [your]
Ordinary Shares resulting from the legal and operational risks relating to the PRC
regulations"; and
•In the paragraph following the bulleted list of possible consequences of governmental
action, clarify your disclosure that you "are still subject to certain legal and
operational risks associated with [your] . . . having PRC individuals or companies
that have shareholders or directors that are PRC individuals as clients" (emphasis
added).
2.Refer to your response to comment 2.  Please explicitly disclose on the cover page how
you will refer to the holding company and subsidiaries when providing the disclosure
throughout the document so that it is clear to investors which entity the disclosure is
referencing and which subsidiaries or entities are conducting the business operations.
Additionally, refrain from using terms such as “we” or “our” when describing activities of
subsidiaries.  Further, in the fourth paragraph, clarify if true that investors in this offering
will not directly hold equity interests in your operating subsidiaries in Hong Kong.
Prospectus Summary, page 1
3.Refer to your response to comment 3.  Please revise your Risk Factor Summary disclosure
to specifically describe the regulatory, liquidity and enforcement risks arising from your
operations in China and Hong Kong.  Specifically address uncertainties regarding the
rules and regulations in China given they may change quickly with little advance notice
and explicitly disclose 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 or the value of your Ordinary Shares.  Additionally, provide cross- references
to the more detailed discussion of these risks in the prospectus.  Further, please relocate
the risks related to the jurisdictions where you do business, your corporate structure and
possible prohibition of your shares from trading on a national exchange under the Holding
Foreign Companies Accountable Act in your Risk Factor Summary beginning on page
7 and in your Risk Factors section so that these risk factors appear first.

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 November 17, 2021 Page 3
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
November 17, 2021
Page 3
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       William S. Rosenstadt, Esq.

CORRESP
1
filename1.htm

Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

October 19, 2021

Via Edgar

Mr. Lory Empie

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Zhong Yang Financial Group Limited

    Registration Statement on Form F-1

    Filed September 10, 2021

    File No. 333-259441

Dear Mr. Empie,

This letter is in response to the letter dated
October 7, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Zhong Yang Financial Group Limited (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment”) is being submitted to accompany this letter.

Registration Statement on Form F-1

Cover Page

1. Please provide prominent disclosure about
the legal and operational risks associated with being based in or having the substantial majority of the company’s operations in
Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations or the value of
your Ordinary Shares or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements
and regulatory actions by China’s government, such as those related to the use of data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.
Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page..

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we revised the cover page of the Amendment to provide prominent disclosure
about the legal and operational risks associated with being based in or having the majority of the Company’s operations in Hong
Kong. We also revised the prospectus summary section on pages 7 to 9 to address the risks highlighted on the revised prospectus cover
page of the Amendment.

2. Please clearly disclose how you will refer
to the holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors which entity
the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such
as “we” or “our” when describing activities of subsidiaries. Specify the entity (including the domicile) in which
investors are purchasing their interest.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our disclosure to clearly differentiate between the holding
company and subsidiaries when providing the disclosure on the prospectus cover page and throughout the Amendment.

Prospectus Summary, page 1

3. In Risk Factor Summary, please disclose
the risks that your corporate structure and being based in or having the company’s operations in China pose to investors. In particular,
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 or foreign investment in China-based issuers, which could result in a material change in your operations or the value of your
Ordinary Shares. 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.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added to the summary of the risk factors on pages 7 and 8 of the Amendment
the significant regulatory, liquidity, and enforcement risks associated with being based in or having the majority of the Company’s
operations in Hong Kong with China-based customers (including the requested cross-references to more detailed discussion of such risks
in the prospectus).

4. Please disclose each permission that you
or your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State
whether you or your subsidiaries are covered by permissions requirements from the CSRC, CAC or any other entity, and state affirmatively
whether you have received all requisite permissions and whether any permissions have been denied.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that based on laws and regulations currently in effect in the PRC and Hong Kong
as of the date hereof, we are not required to obtain any regulatory approval from Chinese authorities, including the CSRC and CAC or any
other entity, before listing in the U.S. We have added disclosure to that effect under the caption “Recent Regulatory Development
in the PRC” on pages 8 and 9 of the Amendment.

5. Please provide a clear description of how
cash is transferred through your organization. Disclose your intentions to distribute earnings. Quantify any cash flows and transfers
of other assets by type that have occurred between the holding company and its subsidiaries, and direction of transfer. Quantify any dividends
or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly
quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations
on your ability to distribute earnings from your businesses, including subsidiaries, to the parent company and U.S. investors as well
as the ability to settle amounts owed.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added disclosure to that effect on pages 6 and 7 of the Amendment under
the caption “Transfers of Cash To and From Our Subsidiaries”.

Risk Factors, page 11

6. Given the Chinese government’s potential
oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material change in your operations or the value of your
Ordinary Shares. 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.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added risk factors on pages 28 to 30 of the Amendment under the caption
“Substantially all of our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and
regulations, the Chinese 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,” and “If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China based issuers, such action may significantly limit or completely 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.”

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

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have added a new risk factor on page 29 of the Amendment under the caption
“We may become subject to a variety of PRC laws and other obligations regarding data security, 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.”

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

    Very truly yours,

    /s/ Ka Fai Yuen

    Name:
    Ka Fai Yuen

    Title:
    Chief Executive Officer and Director

United States securities and exchange commission logo
October 7, 2021
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Registration Statement on Form F-1
Filed September 10, 2021
File No. 333-259441
Dear Mr. Yuen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Please provide prominent disclosure about the legal and operational risks associated with
being based in or having the substantial majority of the company’s operations in Hong
Kong. Your disclosure should make clear whether these risks could result in a material
change in your operations or the value of your Ordinary Shares or could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of data security or anti-monopoly concerns, has or may impact
the company’s ability to conduct its business, accept foreign investments, or list on an

 FirstName LastNameKa Fai Yuen
 Comapany NameZhong Yang Financial Group Limited
 October 7, 2021 Page 2
 FirstName LastNameKa Fai Yuen
Zhong Yang Financial Group Limited
October 7, 2021
Page 2
U.S. or other foreign exchange. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
2.Please clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities of subsidiaries. Specify the entity (including the domicile) in which investors are
purchasing their interest.
Prospectus Summary, page 1
3.In Risk Factor Summary, please disclose the risks that your corporate structure and being
based in or having the company’s operations in China pose to investors. In particular,
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 or foreign investment in China-based issuers, which could result in a
material change in your operations or the value of your Ordinary Shares. 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.
4.Please disclose each permission that you or your subsidiaries are required to obtain from
Chinese authorities to operate and issue these securities to foreign investors. State whether
you or your subsidiaries are covered by permissions requirements from the CSRC, CAC
or any other entity, and state affirmatively whether you have received all requisite
permissions and whether any permissions have been denied.
5.Please provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company and its subsidiaries,
and direction of transfer. Quantify any dividends or distributions that a subsidiary has
made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from your
businesses, including subsidiaries, to the parent company and U.S. investors as well as the
ability to settle amounts owed.

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 Comapany NameZhong Yang Financial Group Limited
 October 7, 2021 Page 3
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Ka Fai Yuen
Zhong Yang Financial Group Limited
October 7, 2021
Page 3
Risk Factors, page 11
6.Given the Chinese government’s potential oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations or the value of your Ordinary Shares. 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.
7.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at 202-551-3552 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 20, 2021
Ka Fai Yuen
Chief Executive Officer and Director
Zhong Yang Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:Zhong Yang Financial Group Limited
Draft Registration Statement on Form F-1
Submitted February 26, 2021
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 23, 2021
CIK No. 0001848275
Dear Mr. Yuen:
            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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Refer to the chart on pages 1 and 55.  Please discuss the reasons for period over period
fluctuations in the number of future contracts you have executed.
2.Please balance your disclosure in the prospectus summary regarding your growth in
transaction volume and client numbers on your platform during the years ended March 31,
2019 and 2020 by disclosing:

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 FirstName LastNameKa Fai Yuen
Zhong Yang Financial Group Limited
May 20, 2021
Page 2
•the concentration of your revenues in your top five customers, as disclosed in the
second risk factor on page 15; and
•that your total number of revenue-generating accounts decreased from 78 to 77
during the same period, as disclosed on page 69.
3.Please reconcile your statement on page 1 that your "goal is to become the preferred
online trading platform for Chinese investors worldwide" with your statement on page
38 that your "goal is to become the preferred trading platform for Southeast Asian
investors" and that you "pursue a niche market strategy and aim to be the preferred trading
platform for Southeast Asian investors."
Corporate Structure, page 5
4.Please revise your organization chart to reflect the corporate structure following the
completion of the offering and include the anticipated percentage ownership of public
shareholders and affiliates.
Summary Financial Data, page 11
5.Please revise your tabular information, here and elsewhere as applicable, to present the
year ending March 31, 2020 preceding the year ending March 31, 2019, similar to how the
information is presented in your audited financial statements.
Risk Factors
We may not be able to develop our proposed margin financing business as expected..., page 16
6.We note that you expect to derive the funding for your proposed margin financing
business from a variety of sources, including from commercial banks or other financial
institution partners, among others.  Please disclose, either here or elsewhere, the material
terms of any agreements or arrangements you have with any financial partners in
connection therewith, including any applicable rate and fee structures that you will pay.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our ability to develop a diverse customer base and offer new and innovative products and
services, page 39
7.Please briefly discuss the transaction and service fee structures for your prospective CFD
trading services, as well as asset management and margin financing services, including:
•when and how such fees or commissions will be paid;
•how fee structures vary among the different products and services; and
•how changes in product mix would impact fee trends.
Impact of COVID-19 on Our Business, page 40
8.Please revise or add to the statistics presented within this section figures that align with
your financial quarter and/or year end, such that readers may bridge these impacts with

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May 20, 2021
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your overall financial performance.
Quantitative and Qualitative Disclosures about Market Risk, page 52
9.We note your addition of a proprietary trading portfolio in March 2020.  Please revise this
section to address the market risk associated with your proprietary trading portfolio
pursuant to Item 11 of the Form 20-F instructions.
Business
Our Industry, page 56
10.We note your use of market data from 2019 throughout this section.  Please update your
disclosure to a more recent date or explain why data from 2019 provides sufficiently
comparable information.
Our Customers, page 68
11.Please expand your disclosure in the business section to:
•disclose the concentration of your revenue from your top five customers during the
years ended March 31, 2019 and 2020;
•specify the percentage of revenues each customer accounted for during such
periods or include a cross-reference to your disclosure in note 2 to the financial
statements on page F-13; and
•discuss the material terms of any agreements with these customers.
Marketing and Branding, page 69
12.Please briefly describe the material terms of the partnerships you have established with
financial services companies in connection with your indirect channel marketing
strategies.
Our Existing Technology and Infrastructure, page 70
13.Please revise here, or where appropriate, to describe your financial relationship with both
Esunny and 2Go Trade. Specifically address the following:
•Describe the general terms of significant financial contracts (if any);
•Address whether the associated costs are billed at fixed or variable rates. Clearly state
whether any costs are dependent upon your sales (determined as a percentage of
sales).
•Discuss the risks to your business associated with a discontinuation of these services.
Management, page 82
14.Please provide the service contract disclosure or appropriate negative statement required
by Item 6.C.2 of Form 20-F.

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 Comapany NameZhong Yang Financial Group Limited
 May 20, 2021 Page 4
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
May 20, 2021
Page 4
Principal Shareholders, page 86
15.Please identify the "two other individuals" who, together with Junli Yang, Yung Yung Lo,
Ji An, Chen Tseng Yuan, collectively hold 100% of the Ordinary Shares owned by Zhong
Yang Holdings (BVI) Limited, as you disclose in footnote 1 to the principal shareholders
table.
16.Please state whether the major shareholders have different voting rights, or an
appropriate negative statement. See Item 7.A.(1)(c) of Form 20-F.
Related Party Transactions
Other Transactions with Related Parties, page 87
17.Please discuss the nature of your related party transactions with Sunx Global Limited,
from which you earned commission income during 2019 and 2020, as disclosed on page
87.
Description of Share Capital
Our Memorandum and Articles of Association, page 89
18.We note your disclosure at the top of page 89 and the bottom of page 90 referencing
your post-offering amended and restated memorandum and articles of association, filed as
an exhibit to the registration statement.  Please revise your exhibit index accordingly.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-8
19.Please revise to disclose that you are choosing to take advantage of the extended transition
period afforded to emerging growth companies for complying with new or revised
accounting standards.
Revenue Recognition, page F-10
20.Please revise to disclose your accounting policy for trading incentives you offer to your
customers (e.g., cash, discounts, rebates, or otherwise), if any and tell us the authoritative
guidance you used to support your accounting treatment. To the extent that trading
incentives are offered, revise to quantify the amounts of such incentives for the respective
reporting periods presented.
Exhibits
21.Please file as exhibits to the registration statement the licensing agreements for your use
of the Esunny Morning Star Futures and Options System and 2Go Trade trading platforms
or tell us why these are not required to be filed by Item 601(b)(10) of Regulation S-K.

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 Comapany NameZhong Yang Financial Group Limited
 May 20, 2021 Page 5
 FirstName LastName
Ka Fai Yuen
Zhong Yang Financial Group Limited
May 20, 2021
Page 5
General
22.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.  Please contact the staff member associated with the
review of this submission to discuss how to submit the materials, if any, to us for our
review.
            You may contact Lory Empie at 202-551-3714 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at 202-551-3552 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance