SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 3, 2026

Jinhong Deng
Chairman and Chief Executive Officer
Yimutian Inc.
6/F, Building B-6, Block A Zhongguancun
Dongsheng Technology Campus No. 66
Xixiaokou Road
Haidian District, Beijing 100192
The People s Republic of China

 Re: Yimutian Inc.
 Registration Statement on Form F-1
 Filed March 02, 2026
 File No. 333-293952
Dear Jinhong Deng:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Shu Du, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 3, 2026

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Yimutian Inc. (CIK No. 0001991605)

 Registration Statement on Form F-1 (File No. 333-293952)

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C (" Rule
461 ") promulgated under the Securities Act of 1933, as amended, Yimutian Inc. (the " Company ") hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1 (the " F-1 Registration Statement ")
be accelerated to, and that the F-1 Registration Statement become effective at, 4:30 p.m., Eastern Time on March 5, 2026, or as soon thereafter
as practicable.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the
Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [ Signature page follows ]

 Very truly yours,

 Yimutian Inc.

 By:
 /s/ Shijie Chen

 Name:
 Shijie Chen

 Title:
 Chief Financial Officer

 [ Signature Page to Issuer
Acceleration Request ]

CORRESP
 1
 filename1.htm

 Skadden, Arps, Slate, Meagher & Flom

 Partners
 世達國際律師事務所

 AFFILIATE OFFICES

 Geoffrey
 Chan *
 42/F, EDINBURGH TOWER, THE LANDMARK

 ----------

 Shu
 Du *
 15 QUEEN'S ROAD CENTRAL, HONG KONG

 BOSTON

 Andrew
 L. Foster *
 __________

 CHICAGO

 Chi
 T. Steve Kwok *

 HOUSTON

 Haiping
 Li *
 TEL: (852) 3740-4700

 LOS ANGELES

 Rory
 McAlpine ¨
 FAX: (852) 3740-4727

 NEW YORK

 Jonathan
 B. Stone *
 www.skadden.com

 PALO ALTO

 Paloma
 P. Wang ¨

 WASHINGTON, D.C.

 Friven
 Yeoh ¨

 WILMINGTON

 ¨
 (Also Admitted in England &
 Wales)

 ----------

 *
 (Also Admitted in New York)

 ABU DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 TORONTO

 August 5, 2025

 VIA EDGAR

 Ms. Jan Woo

 Mr. Mitchell Austin

 Mr. Robert Littlepage

 Ms. Anastasia Kaluzienski

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Yimutian Inc. (CIK No. 0001991605)
 Registration Statement on Form F-1 (File No. 333-287877)

 Dear Ms. Woo, Mr. Austin, Mr. Littlepage, and Ms. Kaluzienski:

 On behalf of our client, Yimutian Inc., a foreign
private issuer organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's response
to the comments contained in the Staff's letter dated August 4, 2025, on the Company's Amendment No. 2 to registration statement
on Form F-1 filed on July 31, 2025. The Staff's comments are repeated below in bold and are followed by the Company's response.
We have included page references in the Revised Registration Statement (as defined below) where the language addressing a particular comment
appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 U.S. Securities and Exchange Commission

 August 5, 2025

 Page 2

 Concurrently with the submission of this letter,
the Company is filing herewith an Amendment No. 3 to the Company's registration statement on Form F-1 (the " Revised Registration
Statement "), including the revised Exhibit 5.1.

 The Company plans to request that the Commission
declare the effectiveness of the Revised Registration Statement on or about August 7, 2025. The Company, together with the underwriter,
plan to file joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff's
continuing assistance and support to the Company in meeting the proposed timetable for the offering.

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

 Exhibit Index, page II-3

 1. Please file a revised legal opinion that includes the specific number of securities being registered, consistent with the prospectus
cover page and filing fee table.

 The Staff's comment is duly noted. The Company has
filed a revised legal opinion that includes the specific number of securities being registered as Exhibit 5.1 of the Revised Registration
Statement.

 * * *

 If you have any questions regarding the Revised
Registration Statement, please contact the undersigned by phone at +852 3740-4858 or via e-mail at shu.du@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Jinhong Deng, Chief Executive Officer and Chairman of the Board of Directors, Yimutian Inc.

 Shijie Chen, Chief Financial Officer, Yimutian Inc.

 Dan Ouyang, Esq., Partner, Baker McKenzie LLP

CORRESP
 1
 filename1.htm

 US Tiger Securities, Inc.

 437 Madison Ave, 27/F

 New York, NY 10022

 United States of America

 VIA EDGAR

 August 5, 2025

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Ms.
Jan Woo

 Mr. Mitchell Austin

 Re:
 Yimutian Inc. (the " Company ") (CIK No. 0001991605)

 Registration Statement on Form F-1, as amended (Registration No. 333-287877)

 Registration Statement on Form 8-A (Registration No. 001-42760)

 Dear Ladies and Gentlemen:

 We hereby join the Company's
request for the acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Time on
August 7, 2025, or as soon thereafter as is practicable.

 Pursuant to Rule 460
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between July
22, 2025 and the date hereof, we have distributed as many copies of the Preliminary Prospectus dated July 22, 2025, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms
that it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have 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.

 [ Signature page follows ]

 Very truly yours,

 US TIGER SECURITIES, INC.

 By:

 /s/ Jack Ye

 Name:
 Jack Ye

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 August 5, 2025

 VIA EDGAR

 Ms. Jan Woo

 Mr. Mitchell Austin

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Yimutian Inc. (CIK No. 0001991605)

 Registration Statement on Form F-1 (File No. 333-287877)

 Registration Statement on Form 8-A (File No. 001-42760)

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C ("Rule
461") promulgated under the Securities Act of 1933, as amended, Yimutian Inc. (the "Company") hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1 (the "F-1 Registration Statement") be accelerated
to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on August 7, 2025, or as soon thereafter as practicable.

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

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 The Company understands that the representatives
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed
with the Securities and Exchange Commission today.

 [ Signature page follows ]

 Very truly yours,

 Yimutian Inc.

 By:
 /s/ Shijie Chen

 Name:
 Shijie Chen

 Title:
 Chief Financial Officer

 [ Signature Page to Issuer Acceleration Request ]

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Jinhong Deng
Chief Executive Officer
Yimutian Inc.
6/F, Building B-6, Block A
Zhongguancun Dongsheng Technology Campus
No. 66 Xixiaokou Road
Haidian District, Beijing 100192
People s Republic of China

 Re: Yimutian Inc.
 Amendment No. 2 to Registration Statement on Form F-1
 Filed July 31, 2025
 File No. 333-287877
Dear Jinhong Deng:

 We have reviewed your amended registration statement and have the
following
comment.

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

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

Amendment No. 2 to Registration Statement on Form F-1
Exhibit Index, page II-3

1. Please file a revised legal opinion that includes the specific number of
securities being
 registered, consistent with the prospectus cover page and filing fee
table.
 August 4, 2025
Page 2

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters. Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Shu Du
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Skadden, Arps, Slate, Meagher
& Flom

 Partners
 Geoffrey
 Chan *
 Shu Du
 *
 Andrew
 L. Foster *
 Chi T.
 Steve Kwok *
 Haiping
 Li *
 Rory McAlpine
 ¨
 Jonathan
 B. Stone *
 Paloma
 P. Wang ¨
 Friven
 Yeoh ¨
 ¨
 (Also Admitted in England & Wales)
 *
 (Also Admitted in New York)

 世達國際律師事務所

 42/F,
EDINBURGH TOWER, THE LANDMARK
 15
QUEEN'S ROAD CENTRAL, HONG KONG
 ________
 TEL: (852) 3740-4700
 FAX: (852) 3740-4727
 www.skadden.com
 AFFILIATE OFFICES
 -----------
 BOSTON
 CHICAGO
 HOUSTON
 LOS ANGELES
 NEW YORK
 PALO ALTO
 WASHINGTON, D.C.
 WILMINGTON
 -----------
 ABU DHABI
 BEIJING
 BRUSSELS
 FRANKFURT
 LONDON
 MUNICH
 PARIS
 SÃO PAULO
 SEOUL
 SINGAPORE
 TOKYO
 TORONTO

 July 31 , 2025

 VIA EDGAR

 Mr. Mitchell Austin
 Ms. Aliya Ishmukhamedova
 Mr. Robert Littlepage
 Ms. Anastasia Kaluzienski
 Division of Corporation Finance
 Office of Technology
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re: Yimutian Inc. (CIK No. 0001991605)
 Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-287877)

 Dear Mr. Austin, Ms. Ishmukhamedova, Mr. Littlepage, and Ms. Kaluzienski:

 On behalf of our client, Yimutian Inc., a foreign
private issuer organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's response
to the comments contained in the Staff's letter dated July 29, 2025, on the Company's amendment No. 1 to registration statement
on Form F-1 filed on July 22, 2025. The Staff's comments are repeated below in bold and are followed by the Company's response.
We have included page references in the Revised Registration Statement (as defined below) where the language addressing a particular comment
appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 U.S. Securities and Exchange Commission
 July 31, 2025
Page 2

 Concurrently with the submission of this letter, the Company is filing
herewith amendment no. 2 to the Company's registration statement on Form F-1 (the " Revised Registration Statement ")
including Exhibit 1.1 Form of Underwriting Agreement and a free writing prospectus relating to the changes reflected in the Revised Registration
Statement via EDGAR with the Commission.

 The Company respectfully advises the Staff that
the Company plans to request that the Commission declare the effectiveness of the Revised Registration Statement on or about August 7,
2025. The Company, together with the underwriter, plan to file joint acceleration requests in time before the requested effective time.
The Company would greatly appreciate the Staff's continuing assistance and support to the Company in meeting the proposed timetable
for the offering.

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

 Cash Flows Through Our Organization, page 11

 1. We note your disclosure in this amendment that in 2023 and 2024, the WFOE made payments to the VIEs for intragroup transactions
in the amounts of RMB 30.0 million and RMB 2.8 million, respectively. We also note your disclosure on page 11 of the registration statement
on Form F-1 filed on June 9, 2025 that in 2023 and 2024, the WFOE made payments to the VIEs for intragroup transactions in the amounts
of RMB 64.8 million and RMB 67.6 million. Please tell us in sufficient detail the reason for this change.

 The Staff's comment is duly noted. Upon further review
in preparation for the Revised Registration Statement, the Company identified that certain intragroup transactions were previously misclassified
between the WFOE, VIEs, and other subsidiaries. Specifically, some transactions that should have been recorded as between the WFOE and
VIEs were instead recorded as between other subsidiaries and the VIEs, and vice versa. After identifying the misclassification, the Company
undertook a thorough reconciliation process. All intragroup transactions were re-examined. As a result, the amounts of payments made by
the WFOE to the VIEs, as well as the outstanding balances of such transactions as of each reporting date, were updated to reflect the
accurate relationships and amounts.

 U.S. Securities and Exchange Commission
 July 31, 2025
Page 3

 As a result of these corrections, the Company has revised
page 11 of the Revised Registration Statement to accurately reflect the payments made by the WFOE to the VIEs during each period. The
Company respectfully advises the Staff that, the WFOE made payments to the VIEs for intragroup transactions in the amounts of RMB30.0
million in 2023, RMB6.9 million in 2024, and RMB2.5 million for the three months ended March 31, 2025. These amounts represent the actual
payments made by the WFOE to the VIEs during the respective periods.

 The amounts of RMB64.8 million and RMB67.6 million disclosed
in the registration statement on Form F-1 filed on June 9, 2025 were intended to represent the outstanding balances of intragroup transactions
from the WFOE to the VIEs as of December 31, 2023 and 2024, respectively, rather than the payments made during those years. As a result
of the corrections in misclassification, the Company respectfully submits to the Staff that the outstanding balances of intragroup transactions
from the WFOE to the VIEs were RMB68.9 million as of December 31, 2023, RMB75.8 million as of December 31, 2024, and RMB78.4 million as
of March 31, 2025. The Company has supplemented such disclosure of outstanding balances on page 11 of the Revised Registration Statement.

 Summary Consolidated Financial Data and Operating Data, page
17

 2. Please revise so that the presentations of financial information in tabular form read consistently from left to right in the same
chronological order throughout the filing. Similarly, numerical data included in narrative sections should be consistently ordered. We
refer you to the guidance in SAB Topic 11:E.

 The Staff's comment is duly noted. In response to the
Staff's comment, the Company has revised the disclosure on pages 18, 19, 20, 22, 23, 24, 25, 26, 27, 99, 100, 101, 103 and 104 of
the Revised Registration Statement. The Company respectfully submits that, in updating the presentations of financial information in tabular
form and narrative sections of the Revised Registration Statement, the Company did not make any substantive changes to the financial data
in or as of the end of each period, except that necessary changes were made in response to the Staff's comment #3 in the Staff's
letter dated July 29, 2025.

 U.S. Securities and Exchange Commission
 July 31, 2025
Page 4

 3. We note your response to prior comment 1 and reissue in part. Please present as separate line items, disaggregated intercompany
amounts. The objective of this disclosure is to allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany transactions.

 The Staff's comment is duly noted. In response to the Staff's
comment, the Company has revised the disclosure on pages 22 to 25 of the Revised Registration Statement to disaggregate intercompany amounts
in separate line items, with footnotes to indicate the primary nature of each intercompany line item.

 In addition, the Company respectfully submits that total
current assets, total assets, total current liabilities and total liabilities in the condensed consolidating schedule depicting the consolidated
balance sheets as of December 31, 2023 and 2024 and March 31, 2025 have been updated, due to the elimination of transaction balances between
the two VIEs. In amendment No. 1 to the registration statement on Form F-1 filed on June 9, 2025, the Company had previously recorded
transaction balances between the two VIEs under the "VIEs and VIEs' Subsidiaries" column, with corresponding eliminations
reflected in the "Eliminating Adjustment" column. Upon further review in preparation for the Revised Registration Statement,
the Company reviewed the intragroup transactions individually and eliminated these transaction balances between the two VIEs to ensure
a more accurate presentation of the consolidated financial position of the VIEs and VIEs' Subsidiaries.

 The Company further submits that the
"Intercompany receivable from VIEs and VIEs' Subsidiaries for preferred shares" line item represents amounts
receivable from VIEs and VIEs subsidiaries in connection with certain preferred shareholders', including the founder's,
subscription of Yimutian Inc.'s Series B, C-2 and D preferred shares in 2023. Prior to paying the consideration of the
preferred shares to Yimutian Inc., the preferred shareholders, including the Company's founder, made shareholder loans to the
VIEs and the VIEs' subsidiaries in the same amount of the consideration for preferred shares of Yimutian Inc. in 2023. The
difference between the intercompany receivable to parent company of RMB50.9 million for the VIEs and the VIEs' subsidiaries
and the intercompany VIE of RMB54.4 million for Yimutian Inc. arises from fluctuations in foreign exchange rates between Renminbi
and U.S. dollars during the period between the preferred shareholders' original investments made in Renminbi and the U.S.
dollar exchange rate as of December 31, 2023.

 U.S. Securities and Exchange Commission
 July 31, 2025
Page 5

 4. Please explain to us why the balance sheet amounts reported for the VIEs and VIEs' Subsidiaries in the condensed consolidating
schedules do not agree with the corresponding consolidated assets and liabilities information of the Group's VIEs as of December
31, 2023 and 2024 reported in Note 1. In this regard the consolidated assets and liabilities information of the Group's VIEs reported
in Note 1 should present the carrying amounts prior to intercompany eliminations. In addition, the presentation should be sufficiently
disaggregated to disclose significant intercompany balances. We refer you to ASC 810-50 paragraphs 2AA.d and 3.bb.

 The Company respectfully advises the Staff that the
balance sheet amounts reported for the VIEs and VIEs' Subsidiaries in the condensed consolidating schedules include
intercompany transactions and balances, while the corresponding consolidated assets and liabilities information of the VIEs as of
December 2023 and 2024 reported in Note 1 of amendment No. 1 to the registration statement on Form F-1 filed on July 22, 2025 does
not include such intercompany amounts. To clarify, the Company has revised the disclosure in Note 1 on page F-11 and in Note 1 on
page F-53 to present the consolidated assets and liabilities information of the VIEs prior to intercompany eliminations and
disaggregate intercompany balances.

 Dilution, page 85

 5. Revise to clarify that on both a historical and pro forma basis you have a net tangible deficit, not book value. In addition, you
should clarify that after giving effect to your sale of ADSs in the offering there will be a pro forma as adjusted net tangible deficit,
and the offering will result in an immediate decrease in net tangible deficit to existing shareholders. Similarly, revise the line-item
descriptions of the per share and ADS amounts, as needed, to accurately reflect the amounts presented.

 The Staff's comment is duly noted. In response to the Staff's
comment, the Company has revised the disclosure on pages 71, 86 and 87 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission
 July 31, 2025
Page 6

 Index to Financial Statements, page F-1

 6. We note that you have provided the unaudited interim consolidated financial statements as of and for the three-month period ended
March 31, 2025. In this regard, please revise to clearly label your interim financial statement information as "unaudited" where
appropriate throughout the filing, including, but not limited to the following sections: summary of consolidated financial data and operating
data, capitalization, dilution, selected combined financial and other data, management's discussion and analysis of the financial
condition and results of operations.

 The Staff's comment is duly noted. In response to the
Staff's comment, the Company has revised the disclosure on pages 17, 18, 20, 21, 25, 26, 27, 85, 86, 87, 96, 97, 99, 102 and 105
of the Revised Registration Statement.

 Parent Company Only Condensed Financial Information, page F-81

 7. We note your response to prior comment 3 indicating that the information in Note 28 reflects Yimutian Inc.'s financials after
eliminating all intercompany transactions and balances. Parent company only financial information should report the actual balances on
the parent company's books. Please revise as necessary or advise us.

 The Staff's comment is duly noted. In response to
the Staff's comment, the Company has revised the disclosure in Note 28 on pages F-42 and F-43 and in Note 25 on pages F-81 to
F-83 of the Revised Registration Statement.

 *	*	*

 If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +852 3740-4858 or via e-mail at shu.du@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Jinhong Deng, Chief Executive Officer and Chairman of the Board of Directors, Yimutian Inc.
 Shijie Chen, Chief Financial Officer, Yimutian Inc.

 Dan Ouyang, Esq., Partner, Baker McKenzie LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Jinhong Deng
Chief Executive Officer
Yimutian Inc.
6/F, Building B-6, Block A
Zhongguancun Dongsheng Technology Campus
No. 66 Xixiaokou Road
Haidian District, Beijing 100192
People s Republic of China

 Re: Yimutian Inc.
 Amendment No. 1 to Registration Statement on Form F-1
 Filed July 22, 2025
 File No. 333-287877
Dear Jinhong Deng:

 We have reviewed your amended registration statement and have the
following
comments.

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

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 7, 2025
letter.

Amendment No. 1 to Registration Statement on Form F-1
Cash Flows Through Our Organization, page 11

1. We note your disclosure in this amendment that in 2023 and 2024, the
WFOE made
 payments to the VIEs for intragroup transactions in the amounts of RMB
30.0 million
 and RMB 2.8 million, respectively. We also note your disclosure on page
11 of the
 registration statement on Form F-1 filed on June 9, 2025 that in 2023
and 2024, the
 WFOE made payments to the VIEs for intragroup transactions in the
amounts of
 RMB 64.8 million and RMB 67.6 million. Please tell us in sufficient
detail the reason
 for this change.
 July 29, 2025
Page 2

Summary Consolidated Financial Data and Operating Data, page 17

2. Please revise so that the presentations of financial information in
tabular form read
 consistently from left to right in the same chronological order
throughout the filing.
 Similarly, numerical data included in narrative sections should be
consistently
 ordered. We refer you to the guidance in SAB Topic 11:E.
3. We note your response to prior comment 1 and reissue in part. Please
present as
 separate line items, disaggregated intercompany amounts. The objective
of this
 disclosure is to allow an investor to evaluate the nature of assets held
by, and the
 operations of, entities apart from the VIE, as well as the nature and
amounts
 associated with intercompany transactions.
4. Please explain to us why the balance sheet amounts reported for the VIEs
and VIEs'
 Subsidiaries in the condensed consolidating schedules do not agree with
the
 corresponding consolidated assets and liabilities information of the
Group s VIEs as
 of December 31, 2023 and 2024 reported in Note 1. In this regard the
consolidated
 assets and liabilities information of the Group's VIEs reported in Note
1 should
 present the carrying amounts prior to intercompany eliminations. In
addition, the
 presentation should be sufficiently disaggregated to disclose
significant intercompany
 balances. We refer you to ASC 810-50 paragraphs 2AA.d and 3.bb.
Dilution, page 85

5. Revise to clarify that on both a historical and pro forma basis you have
a net tangible
 deficit, not book value. In addition, you should clarify that after
giving effect to your
 sale of ADSs in the offering there will be a pro forma as adjusted net
tangible deficit,
 and the offering will result in an immediate decrease in net tangible
deficit to existing
 shareholders. Similarly, revise the line-item descriptions of the per
share and ADS
 amounts, as needed, to accurately reflect the amounts presented.
Index to Financial Statements, page F-1

6. We note that you have provided the unaudited interim consolidated
financial
 statements as of and for the three-month period ended March 31, 2025. In
this regard,
 please revise to clearly label your interim financial statement
information as
 "unaudited" where appropriate throughout the filing, including, but not
limited to the
 following sections: summary of consolidated financial data and operating
data,
 capitalization, dilution, selected combined financial and other data,
management s
 discussion and analysis of the financial condition and results of
operations.
Parent Company Only Condensed Financial Information, page F-81

7. We note your response to prior comment 3 indicating that the information
in Note 28
 reflects Yimutian Inc.'s financials after eliminating all intercompany
transactions and
 balances. Parent company only financial information should report the
actual balances
 on the parent company's books. Please revise as necessary or advise us.
 July 29, 2025
Page 3

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin
at 202-
551-3574 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Shu Du
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Skadden, Arps, Slate, Meagher & Flom

 Partners

 AFFILIATE OFFICES

 Geoffrey Chan *
 42/F, EDINBURGH TOWER, THE LANDMARK
 -----------

 Shu Du *
 15 QUEEN'S ROAD CENTRAL, HONG KONG
 BOSTON

 Andrew L. Foster *

 CHICAGO

 Chi T. Steve Kwok *
 TEL: (852) 3740-4700
 HOUSTON

 Haiping Li *
 FAX: (852) 3740-4727
 LOS ANGELES

 Rory McAlpine ¨
 www.skadden.com
 NEW YORK

 Jonathan B. Stone *

 PALO ALTO

 Paloma P. Wang ¨

 WASHINGTON, D.C.

 Friven Yeoh ¨

 WILMINGTON

 ¨
 (Also Admitted in England & Wales)

 -----------

 * (Also Admitted in New York)

 ABU DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 TORONTO

 July 22, 2025

 VIA EDGAR

 Mr. Mitchell Austin

 Ms. Aliya Ishmukhamedova

 Mr. Robert Littlepage

 Ms. Anastasia Kaluzienski

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Yimutian Inc. (CIK No. 0001991605)
 Registration Statement on Form F-1 (File No. 333-287877)

 Dear Mr. Austin, Ms. Ishmukhamedova, Mr. Littlepage, and Ms. Kaluzienski:

 On behalf of our client, Yimutian Inc., a foreign
private issuer organized under the laws of the Cayman Islands (the " Company "), we are filing herewith Amendment No.
1 to the Company's registration statement on Form F-1 (the " Registration Statement ") containing a preliminary
prospectus with an estimated offering size and a price range and certain exhibits via EDGAR with the Securities and Exchange Commission
(the " Commission ").

 The Company respectfully advises the staff of the
Commission (the " Staff ") that the Company plans to commence the road show for the proposed offering shortly hereafter
and hopes to request that the Staff declare the effectiveness of the Registration Statement at or around the end of July 2025. The Company,
together with the underwriter, plan to file joint acceleration requests in time before the requested effective time. The Company would
greatly appreciate the Staff's continuing assistance and support to the Company in meeting the proposed timetable for the offering.

 U.S. Securities and Exchange Commission

 July 22, 2025

 Page 2

 Concurrently with the filing of the Registration
Statement, the Company is hereby in this letter setting forth the Company's responses to the comments contained in the letter from
the Staff dated July 7, 2025. The Staff's comments are repeated below in bold and are followed by the Company's responses.
We have included page references in the Registration Statement where the language addressing the comment appears. Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Registration Statement.

 In addition to adding and revising disclosure in
response to the Staff's comments, the Company has also included in the Registration Statement (i) its unaudited condensed consolidated
financial statements as of and for the three months ended March 31, 2025 and comparable financial information for the same period in 2024
and (ii) other information and data reflecting recent developments.

 Registration Statement on Form F-1

 Summary Consolidated Financial Data and Operating Data, page
17

 1. Please present in a separate column in the condensed consolidating schedules the financial position, cash flows, and results of
operations of the WFOE as of and for the years ended December 31, 2023 and 2024. Also, present as separate line items, disaggregated intercompany
amounts such as for intercompany receivables and payables.

 In response to the Staff's comment, the Company
has revised the disclosure on page 18 to page 26 of the Registration Statement to present in a separate column in the condensed
consolidating schedules the financial position, cash flows, and results of operations of the WFOE as of December 31, 2023 and 2024
and March 31, 2025, and for the years ended December 31, 2023 and 2024 and the three months ended March 31, 2024 and 2025 .

 Regarding the request to present as separate line items,
disaggregated intercompany amounts such as for intercompany receivables and payables, the Company respectfully advises the Staff that
the amounts under the "Eliminating Adjustments" column of the condensed consolidating schedules as of December 31, 2023 and
2024 and March 31, 2025 from page 18 to page 26 represent the intercompany amounts. For example, intercompany receivables and payables
are presented as distinct line items under "current assets" and "current liabilities," the amounts of which are
disclosed as "accounts receivable, net" and "accounts payable" under the "Eliminating Adjustments"
column, respectively.

 U.S. Securities and Exchange Commission

 July 22, 2025

 Page 3

 2. In light of the total shareholders' deficit balances of your other subsidiaries, VIEs and VIEs' subsidiaries, it is
unclear why Yimutian Inc. is reporting a long-term investments balance of RMB 507,962. Please clarify and advise us. Also, revise the
description of the long-term investments line-item to more clearly describe its nature.

 In this regard, identifying your interest in the VIEs
as an investment may be confusing since you do not own the equity of the VIEs.

 The Staff's comment is duly noted.

 The Company respectfully advises the Staff that deficits
in other subsidiaries and in VIEs and VIEs' subsidiaries do not directly reduce the accounting carrying amount of the holding company's
specific profitable or fairly valued investment asset unless there is concrete evidence linking those deficits to an impairment of that
specific asset.

 The Company further submits to the Staff that, in the condensed
consolidating schedule depicting the consolidated balance sheets as of December 31, 2023 and 2024, long-term investments by Yimutian Inc.
consist solely of investments in its Hong Kong subsidiaries; long-term investments by other subsidiaries consist of investments in Beijing
Yimutian Network Technology Co., Ltd., or the WFOE; long-term investments by the WFOE consist of investments in Beijing Mars Brothers
Agriculture Technology Co., Ltd., a wholly owned subsidiary of the WFOE; long-term investments by the VIEs and the VIEs' subsidiaries
consist of certain long-term equity method investments in investees as disclosed on page F-26 of the Registration Statement. To clearly
describe the nature of the long-term investments, the Company has revised the description of the line item in the Registration Statement
to separately present "investments in subsidiaries" and "investments in equity investees" on page 22
to page 24 of the Registration Statement.

 Furthermore, as the Company does not own any equity interests
in the VIEs, it does not identify its interest in the VIEs as an investment. Instead, balances arising from transactions with the VIEs
and their subsidiaries are recorded primarily in "prepayments and other current assets" and "accrued expenses and other
current liabilities." No transaction amounts with the VIEs or their subsidiaries are included in "long-term investments."

 U.S. Securities and Exchange Commission

 July 22, 2025

 Page 4

 3. Please explain to us why the amounts reported for Yimutian Inc. in the condensed consolidating schedules does not agree with the
corresponding amounts reported in the parent only financial information in Note 28.

 The Company respectfully advises the Staff that the amounts
reported for Yimutian Inc. in the condensed consolidating schedules differ from those in the parent-only financial information in Note
28 due to the treatment of intercompany transactions and balances. Specifically, in the condensed consolidating schedules, Yimutian Inc.'s
financial data includes all intercompany transactions and balances with other group entities, as these schedules are designed to present
the financial position and results of each entity within the group before consolidation eliminations. In contrast, Note 28 presents the
parent-only financial information, which reflects Yimutian Inc.'s financials after eliminating all intercompany transactions and
balances.

 For the Staff's reference, the following table presents
a reconciliation of Yimutian Inc.'s financial data in the condensed consolidation schedule and its financial data as disclosed in
Note 28 :

 Share-based Compensation, page F-34

 4. Please add a rollforward of activity for share-based options for the most recent year for which an income statement is provided.
Refer to ASC 718-10-50-2(c)(1). Please also revise to disclose the key assumptions used to estimate the fair value of options granted
in 2024.

 In response to the Staff's comment, the Company has
revised the disclosure on the page F-34 of the Registration Statement. Regarding the key assumptions used to estimate the fair value of
options granted in 2024, the Company respectfully advises the Staff that, as it did not grant new stock options in 2024, it maintained
the assumptions established in the 2023 assessment.

 U.S. Securities and Exchange Commission

 July 22, 2025

 Page 5

 As of December 31, 2023
 As of December 31, 2024

 Before Adjustment
 Balance with Other Group Entities
 Elimination of Intercompany Amounts
 After Adjustment
 Before Adjustment
 Balance with Other Group Entities
 Elimination of Intercompany Amounts
 After Adjustment

 (in thousands)

 ASSETS

 Current assets

 Cash
 496
 -
 -
 496
 129
 -
 -
 129

 Restricted cash
 -
 -
 -
 -
 -
 -
 -
 -

 Accounts receivable, net
 -
 -
 -
 -
 -
 -
 -
 -

 Amounts due from related parties
 3,386
 -
 -
 3,386
 3,436
 -
 -
 3,436

 Prepayments and other current assets
 41,356
 -
 (10,540 )
 30,816
 41,974
 -
 (10,699 )
 31,275

 Contract assets
 -
 -
 -
 -
 129
 -
 -
 -

 Inventory
 -
 -
 -
 -
 -
 -
 -
 -

 Total current assets
 45,238
 -
 (10,540 )
 34,698
 45,539
 -
 (10,699 )
 34,840

 Non-current assets

 Restricted cash, non-current
 -
 -
 -
 -
 -
 -
 -
 -

 Property and equipment, net
 -
 -
 -
 -
 -
 -
 -
 -

 Investments in and amounts due from related parties
 447,947
 -
 (447,947 )
 -
 455,976
 -
 (455,976 )
 -

 Investments in subsidiaries
 -
 -
 -
 -
 -
 -
 -
 -

 Other non-current assets
 -
 -
 -
 -
 -
 -
 -
 -

 Total non-current assets
 447,947
 -
 (447,947 )
 -
 455,976
 -
 (455,976 )
 -

 Total assets
 493,185
 -
 (458,487 )
 34,698
 501,515
 -
 (466,675 )
 34,840

 LIABILITIES

 Current liabilities

 Accounts payable
 -
 -
 -
 -
 -
 -
 -
 -

 Contract liabilities, current
 -
 -
 -
 -
 -
 -
 -
 -

 Bank loans
 -
 -
 -
 -
 -
 -
 -
 -

 Financial liabilities
 20,681
 -
 -
 20,681
 20,990
 -
 -
 20,990

 Shareholder loans, at amortized cost
 1,062
 -
 -
 1,062
 1,078
 -
 -
 1,078

 Amounts due to related parties
 3,541
 -
 -
 3,541
 3,594
 -
 -
 3,594

 Accrued expenses and other current liabilities
 20,618
 -
 -
 20,618
 20,925
 -
 -
 20,925

 Operating lease liabilities, current
 -
 -
 -
 -
 -
 -
 -
 -

 Total current liabilities
 45,902
 -
 -
 45,902
 46,587
 -
 -
 46,587

 Investments in subsidiaries
 -
 419,058
 -
 419,058
 -
 422,893
 -
 422,893

 Total non-current liabilities
 -
 419,058
 -
 419,058
 -
 422,893
 -
 422,893

 Total liabilities
 45,902
 419,058
 -
 464,960
 46,587
 422,893
 -
 469,480

 U.S. Securities and Exchange Commission

 July 22, 2025

 Page 6

 Revenue Information, page F-40

 5. Please expand your revenue disclosure to include a reconciliation of contract liabilities. Refer to ASC 606-10-50-8.

 In response to the Staff's comment, the Company has
revised the disclosure on the page F-41 of the Registration Statement.

 Fair Value Measurement, page F-41

 6. Please revise to disclose the key assumptions used to estimate the fair value of exchangeable notes as of December 31, 2024.

 In response to the Staff's comment, the Company has
revised the disclosure on the page F-37 of the Registration Statement. Regarding the key assumptions used to estimate the fair value of
exchangeable notes as of December 31, 2024, the Company respectfully advises the Staff that, as it did not engage in equity financing
or bond issuance in 2024, it maintained the assumptions established in the 2023 assessment.

 The Company has conducted a comprehensive evaluation of the
fair value measurement at the end of 2024 in accordance with ASC 820 and SEC requirements. To identify external factors that may affect
fair value measurement, such as changes in market condition, the Company has taken the following steps:

 ● Macroeconomic analysis: Review indicators such as interest rates, inflation, industry growth rates, and geopolitical risks in 2024,
and compare them with benchmark data in 2023.

 ● Market comparable data: Horizontal comparison of the trading prices or valuation multiples (e.g., EBITDA multiples, P/E ratios) of
similar assets/liabilities to confirm whether market volatility is within the expected range.

 Based on the above analysis, the vast majority of assumptions
established in 2023 remained applicable at the end of 2024. A few adjustments, such as liquidity premiums, have been reflected in the
latest valuation, and sensitivity analysis indicates that they have no significant impact on overall measurement. The Company believes
that fair value measurement meets the reliability and relevance requirements of ASC 820.

 * * *

 If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +852 3740-4858 or via e-mail at shu.du@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Jinhong Deng, Chief Executive Officer and Chairman of the Board of Directors, Yimutian Inc.

 Shijie Chen, Chief Financial Officer, Yimutian Inc.

 Dan Ouyang, Esq., Partner, Baker McKenzie LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Jinhong Deng
Chief Executive Officer
Yimutian Inc.
6/F, Building B-6, Block A
Zhongguancun Dongsheng Technology Campus
No. 66 Xixiaokou Road
Haidian District, Beijing 100192
People s Republic of China

 Re: Yimutian Inc.
 Registration Statement on Form F-1
 Filed June 9, 2025
 File No. 333-287877
Dear Jinhong Deng:

 We have reviewed your registration statement and have the following
comments.

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

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

Registration Statement on Form F-1
Summary Consolidated Financial Data and Operating Data, page 17

1. Please present in a separate column in the condensed consolidating
schedules the
 financial position, cash flows, and results of operations of the WFOE as
of and for
 the years ended December 31, 2023 and 2024. Also, present as separate
line
 items, disaggregated intercompany amounts such as for intercompany
receivables and
 payables.
2. In light of the total shareholders deficit balances of your other
subsidiaries, VIEs and
 VIEs' subsidiaries, it is unclear why Yimutian Inc. is reporting a
long-term
 investments balance of RMB 507,962. Please clarify and advise us. Also,
revise the
 description of the long-term investments line-item to more clearly
describe its nature.
 July 7, 2025
Page 2

 In this regard, identifying your interest in the VIEs as an investment
may be confusing
 since you do not own the equity of the VIEs.
3. Please explain to us why the amounts reported for Yimutian Inc. in the
condensed
 consolidating schedules does not agree with the corresponding amounts
reported
 in the parent only financial information in Note 28.
Share-based Compensation, page F-34

4. Please add a rollforward of activity for share-based options for the
most recent year
 for which an income statement is provided. Refer to ASC
718-10-50-2(c)(1). Please
 also revise to disclose the key assumptions used to estimate the fair
value of options
 granted in 2024.
Revenue Information, page F-40

5. Please expand your revenue disclosure to include a reconciliation of
contract
 liabilities. Refer to ASC 606-10-50-8.
Fair Value Measurement, page F-41

6. Please revise to disclose the key assumptions used to estimate the fair
value of
 exchangeable notes as of December 31, 2024.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

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

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin
at 202-
551-3574 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Shu Du
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Skadden,
Arps, Slate, Meagher & Flom

 世達國際律師事務所

 Partners
 42/F, EDINBURGH TOWER, THE LANDMARK
 Affiliate Offices

 Geoffrey Chan *
 15 QUEEN'S ROAD CENTRAL, HONG KONG
 ------------

 Shu Du *
 _______
 Boston

 Andrew L. Foster *

 Chicago

 Chi T. Steve Kwok *
 TEL: (852) 3740-4700
 Houston

 Haiping Li *
 FAX: (852) 3740-4727
 Los angeles

 Rory McAlpine ¨
 www.skadden.com
 New york

 Jonathan B. Stone *

 Palo Alto

 Paloma P. Wang ¨

 Washington, D.C.

 Friven Yeoh ¨

 Wilmington

 ¨ ( Also Admitted In England & Wales)

 ------------

 * (also Admitted In New York)

 Abu Dhabi

 Beijing

 Registered Foreign Lawyer

 Brussels

 Yuting Wu (New York)

 Frankfurt

 London

 Munich

 Paris

 São Paulo

 Seoul

 Singapore

 Tokyo

 Toronto

 June
9 , 2025

 VIA EDGAR

 Mr.
 Robert Littlepage

 Ms. Claire DeLabar

 Mr. Mitchell Austin

 Ms. Charli Wilson

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Yimutian Inc. (CIK No. 0001991605)
 Response to the Staff's Comments on the Draft Registration Statement on
Form F-1 Confidentially Submitted on February 7, 2024

 Dear Mr. Littlepage, Ms. DeLabar, Mr. Austin, and Ms. Wilson:

 On behalf of our client, Yimutian Inc., a foreign
private issuer organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses
to the comments contained in the Staff's letter dated February 26, 2024 on the Company's draft registration statement on Form
F-1 confidentially submitted on February 7, 2024 (the " Draft Registration Statement ").

 U.S. Securities and Exchange Commission

 June 9, 2025

 Page 2

 Concurrently with the submission of this letter,
the Company is filing the registration statement on Form F-1 (the " Registration Statement ") and certain exhibits via
EDGAR with the Commission. In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the
Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the non-public
review of the Staff.

 The Staff's comments are repeated below in
bold and are followed by the Company's responses. The Company has included page references in the Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Registration Statement.

 Comments in Letter Dated February 26, 2024

 Amendment No. 1 to Draft Registration Statement to Form F-1
submitted February 7, 2024

 Prospectus Summary

 Who Are We, page 1

 1. We note your reliance on open source and third-party models for your various aspects of your business (e.g., collection of supply
information, customer service, and demand). Please include a risk factor addressing the risk to your business, financial results and operations
associated with your reliance on open-source and third party models.

 In response to the Staff's comment, the Company has
revised the disclosure on page 45 of the Registration Statement.

 Contractual Arrangements and Corporate Structure, page 9

 2. Please revise your disclosure here and on page 94 to remove all references to "direct ownership" to remove any inference
that the Company has direct ownership of the contractual arrangements with the VIE.

 In response to the Staff's comment, the Company has
revised the disclosure on pages 9 and 87 of the Registration Statement.

 U.S. Securities and Exchange Commission

 June 9, 2025

 Page 3

 Business

 Our Strengths, page 123

 3. Please remove the term "indisputable" from the title of this section, as your position as the "largest agricultural
B2B platform in mainland China" is able to be challenged or contested .

 In response to the Staff's comment, the Company has
revised the disclosure on pages 5 and 112 of the Registration Statement.

 Financial Statements, page F-1

 4. Please include unaudited interim financial statements for at least the first six months of fiscal 2023 and 2022 in the filing since
the effectiveness of the registration statement is more than 9 months after the last audited financial year. Please also revise the financial
information and MD&A accordingly.

 The Staff's comment is duly noted. The Company has
included the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2024 in the Registration
Statement and revised the financial information and MD&A accordingly. As such, the Company has not included unaudited interim
financial statements for the first six months of fiscal 2023 and 2022 in the Registration Statement. The Company expects to include
interim financial statements of fiscal year 2025 as appropriate in a subsequent filing.

 Note 22. Subsequent Events, page F-47

 5. Please expand the disclosure to include the amount of the share-based compensation and deemed dividend
to be recognized in December 2023.

 The Company has disclosed the amount of the share-based compensation
and deemed dividend in its 2023 full year consolidated financial statements on pages F-5 and F-7 of the Registration Statement.

 * * *

 If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +852 3740-4858 or via e-mail at shu.du@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Mr. Jinhong Deng, Chief Executive Officer, Yimutian Inc.

 Mr. Shijie Chen, Chief Financial Officer, Yimutian Inc.

 Ms. Dan Ouyang, Esq., Partner, Baker McKenzie LLP

United States securities and exchange commission logo
February 26, 2024
Jinhong Deng
Chief Executive Officer
Yimutian Inc.
6/F, Building B-6, Block A
Zhongguancun Dongsheng Technology Campus
No. 66 Xixiaokou Road
Haidian District, Beijing 100192
People’s Republic of China
Re:Yimutian Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted February 7, 2024
CIK No. 0001991605
Dear Jinhong Deng:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 19, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted February 7, 2024
Prospectus Summary
Who Are We, page 1
1.We note your reliance on open source and third-party models for your various aspects of
your business (e.g., collection of supply information, customer service, and demand).
Please include a risk factor addressing the risk to your business, financial results and
operations associated with your reliance on open-source and third party models.

 FirstName LastNameJinhong Deng
 Comapany NameYimutian Inc.
 February 26, 2024 Page 2
 FirstName LastName
Jinhong Deng
Yimutian Inc.
February 26, 2024
Page 2
Contractual Arrangements and Corporate Structure, page 9
2.Please revise your disclosure here and on page 94 to remove all references to "direct
ownership" to remove any inference that the Company has direct ownership of the
contractual arrangements with the VIE.
Business
Our Strengths, page 123
3.Please remove the term "indisputable" from the title of this section, as your position as the
"largest agricultural B2B platform in mainland China" is able to be challenged or
contested.
Financial Statements, page F-1
4.Please include unaudited interim financial statements for at least the first six months of
fiscal 2023 and 2022 in the filing since the effectiveness of the registration statement is
more than 9 months after the last audited financial year. Please also revise the financial
information and MD&A accordingly.
Note 22. Subsequent Events, page F-47
5.Please expand the disclosure to include the amount of the share-based compensation and
deemed dividend to be recognized in December 2023.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Charli Wilson at 202-551-6388 or Mitchell Austin at 202-551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Shu Du

United States securities and exchange commission logo
January 19, 2024
Jinhong Deng
Chief Executive Officer
Yimutian Inc.
6/F, Building B-6, Block A
Zhongguancun Dongsheng Technology Campus
No. 66 Xixiaokou Road
Haidian District, Beijing 100192
People’s Republic of China
Re:Yimutian Inc.
Draft Registration Statement on Form F-1
Submitted December 22, 2023
CIK No. 0001991605
Dear Jinhong Deng:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
DRS on Form F-1 submitted December 22, 2023
Cover Page
1.You state that "as used in this prospectus, “Yimutian,” “we,” “us,” “our company,” or
“our” refers to Yimutian Inc. and its subsidiaries, and, in the context of describing our
operations and consolidated financial information, also includes the VIEs in mainland
China."  Please refrain from using terms such as “we” or “our” when describing activities
or functions of a VIE.  For additional guidance, please consider Comment 3 of our Sample
Letter to China-Based Companies, available at https://www.sec.gov/corpfin/sample-letter-
china-based-companies.

 FirstName LastNameJinhong Deng
 Comapany NameYimutian Inc.
 January 19, 2024 Page 2
 FirstName LastName
Jinhong Deng
Yimutian Inc.
January 19, 2024
Page 2
Who We Are, page 1
2.Please enhance your disclosure to specify the “broader areas of AI-powered applications”
that you are currently developing and their stage of development.
3.Please clarify the following statement, “[i]ndustry tailwind in digitalization of
infrastructure paves the way for our commercialization process.” Please enhance your
disclosure to describe the tailwinds and provide more context for how such tailwinds set
the stage for your processes.
Market Opportunities, page 5
4.Please enhance your disclosure to describe specifically how “big data” is used in your
business and please also specify what “AI technologies” outside of your matching
algorithm are currently being used in your business. Please also indicate if these
algorithms are proprietary or open source.
Prospectus Summary
Summary Risk Factors
Risks Related to Our Corporate Structure, page 5
5.In your summary risk factors, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale. Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
Contractual Arrangements and Corporate Structure, page 9
6.We note your disclosure that the Cayman Islands holding company has “effective control
over financial and operational policies of the VIEs and are entitled to all the economic
benefits derived from the VIEs operations." However, neither the investors in the holding
company nor the holding company itself have an equity ownership in, direct foreign
investment in, or control of, through such ownership or investment, the VIE. Accordingly,
please refrain from implying that the contractual agreements are equivalent to equity
ownership in the business of the VIE. Any references to control or benefits that accrue to
you because of the VIE should be limited to a clear description of the conditions you have

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January 19, 2024
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satisfied for consolidation of the VIE under U.S. GAAP.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 105
7.Please expand the discussion to include a detailed discussion of the amount and timing of
the change in fair value of financial liabilities and the Gain (loss) from derecognition of
financial liabilities.
8.Please expand the discussion to include a detailed discussion of the amount and timing
of the Share of loss of an equity method investment.
Management's Discussion of Results of Operations and Financial Condition
Results of Operations, page 105
9.We note on page 4 that you provide trials of promotion services at small fees. Please also
expand the discussion of revenues to address the differences in revenues derived from trial
period versus ongoing customer contracts following the trials and any related trends in
revenues related to the mix of trial revenue and recurring platform revenues.

Liquidity and Capital Resources, page 106
10.We note on page 107 that your accounts receivable turnover days increased from 66 days
in 2021 to 91 days in 2022. Please expand the discussion to explain in greater detail the
reason for this increase and any impact on your evaluation of the amount of allowance for
credit losses.
Business
Our Strengths, page 123
11.Please revise your title “[i]ndisputable smart agriculture platform leader” or provide
support for your assertion that your competitive position is “indisputable”.

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January 19, 2024
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Regulatory, page 141
12.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.”
Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue Recognition, page F-19
13.We note on page 4 that you provide trials of promotion services offered on your platform
for small fees. Please expand your revenue recognition policy to address revenues from
these trial periods.
Note 22. Subsequent Events, page F-47
14.Please expand the disclosure of the issuance of redeemable convertible preferred shares
for nil consideration to explain the accounting treatment afforded to the value of the share
on the date of issuance.
General
15.Please supplementally 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.

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 Comapany NameYimutian Inc.
 January 19, 2024 Page 5
 FirstName LastName
Jinhong Deng
Yimutian Inc.
January 19, 2024
Page 5
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Charli Gibbs-Tabler at 202-551-6388 or Mitchell Austin at 202-551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Shu Du