United States securities and exchange commission logo

                              January 7, 2022

       Ren Yong
       Chief Executive Officer
       Puyi Inc.
       42F, 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. 1 to
Registration Statement on Form F-3
                                                            Filed December 23,
                                                            File No. 333-261063

       Dear Mr. Yong:

             We have reviewed your amended registration statement and have the
       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

              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 7, 2021 letter.

       Amendment No. 1 to Form F-3 filed December 23, 2021

       Cover Page

   1.                                                   We note your response
to prior comment 1 and reissue in part. 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 value of your securities,
                                                        including that it could
cause the value of such securities to significantly decline or become
 Ren Yong
Puyi Inc.
January 7, 2022
Page 2
2.       We note your response to prior comment 2 and reissue. While your cover
page discusses
         the risks of "doing business" in China, please prominently disclose
the legal and
         operational risks associated with being based in or having the
majority of the company   s
         operations in China. Your cover page disclosure should also address
how recent
         statements and regulatory actions by China   s government, such as
those related to the use
         of variable interest entities and 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 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
Permission Required from the PRC Authorities for Our Operation and This
Offering, page 10

3.       We note your response to prior comment 4 and reissue in part. We note
your disclosure
         that you are not required to obtain any permission from Chinese
authorities to offer
         securities to foreign investors. Please revise to expand your
disclosure to explain what the
         consequences may be if you later find out that you needed permission
from PRC
         authorities to conduct the offering or list outside of China.
Effect of Holding Foreign Companies Accountable Act, page 14

4.       Disclose whether your auditor is subject to the determinations
announced by the PCAOB
         on December 16, 2021.
Trading in our securities may be prohibited under the HFCA Act if the PCAOB is
unable to
adequately inspect audit documentation, page 18

5.       We note your disclosure that the SEC adopted final amendments to its
rules implementing
         the HFCAA on December 2, 2021. Update your disclosure to reflect that,
pursuant to the
         HFCAA, the PCAOB has issued its report notifying the Commission of its
         that it is unable to inspect or investigate completely accounting
firms headquartered in
         mainland China or Hong Kong.
Index to Exhibits, page II-3

6.     We note your response to prior comment 11 and reissue in part. Please
list a statement of
       eligibility of trustee for the indenture as an Exhibit 25 to your
       statement. Since it appears you plan to designate the trustees on a
delayed basis, as
FirstName LastNameRen Yong
       permitted by Section 305(b)(2) of the Trust Indenture Act, please
indicate that you will
Comapany    NamePuyi
       separately        Inc.Form T-1 under the electronic form type "305B2" in
the notes to the
                   file the
         7, 2022 Page 2
FirstName LastName
 Ren Yong
Puyi Inc. LastNameRen Yong
January    NamePuyi Inc.
        7, 2022
Page 3 7, 2022 Page 3
FirstName LastName
       You may contact John Stickel at 202-551-3324 or Sonia Bednarowski at
202-551-3666 if
you have questions.


                                                        Division of Corporation
                                                        Office of Finance