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United States securities and exchange commission logo
September 7, 2022
Ren Yong
Chief Executive Officer
Puyi Inc.
61F, Pearl River Tower
No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe
Guangzhou, Guangdong, Province
People's Republic of China
Re: Puyi Inc.
Amendment No. 5 to
Registration
Statement on Form F-3
Filed August 19,
2022
File No. 333-261063
Dear Mr. Yong:
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 July
21, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-3
About this Prospectus, page 2
1. Refer to your response
to comment 3. Please revise the definition of "PRC" or "China" to
state that the same
legal and operational risks associated with operations in China also
apply to operations in
Hong Kong.
Ren Yong
FirstName
Puyi Inc. LastNameRen Yong
Comapany 7,
September NamePuyi
2022 Inc.
September
Page 2 7, 2022 Page 2
FirstName LastName
You may contact John Stickel at 202-551-3324 or Sonia Bednarowski at
202-551-3666 if
you have any questions.
Sincerely,
Division of Corporation
Finance
Office of Finance