United States securities and exchange commission logo

                             April 4, 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. 2 to
Statement on Form F-3
                                                            Filed January 27,
                                                            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
January 7, 2022 letter.

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

       Cover Page

   1.                                                   Please revise your
cover page and throughout to remove the disclosure that you
                                                           effectively control
  the business operations of the VIEs and that you    have the power to
                                                        direct the most
significant activities of the VIEs    to clarify that you have contractual
                                                        relationships with the
VIEs and may be unable to enforce the terms of such agreements.
                                                        Similarly, please
remove the disclosure throughout that refers to the VIEs as    our VIEs
                                                        and "our subsidiaries
and VIEs," and revise throughout to remove disclosure stating that
 Ren Yong
Puyi Inc. LastNameRen Yong
April       NamePuyi Inc.
       4, 2022
April 24, 2022 Page 2
FirstName LastName
         you or your investors do not have "direct" equity ownership or
"direct" ownership of the
         VIEs as such disclosure suggests a possibility of indirect ownership.
In addition, please
         revise your cover page, summary of the risk factors and risk factors
to state that the
         contracts with the VIEs have never been tested in court.
2.       Please expand your disclosure on the cover page, the prospectus
summary, the summary
         of the risk factors and the risk factors to describe recent statements
and regulatory actions
         by China   s government related to anti-monopoly concerns and to
address such statements
         and regulatory actions that have or may impact your ability to conduct
business, accept
         foreign investments, or list on a U.S. or other foreign exchange. In
addition, please update
         your disclosure regarding the CAC and the CSRC   s rules on overseas
3.       Please revise to state whether any cash transfers have been made to
date between you,
         your subsidiaries, and the consolidated VIEs, or to investors,
quantify the amounts where
         applicable, include cross-references to the condensed consolidating
schedule and the
         consolidated financial statements. In addition, please discuss whether
there are limitations
         on your ability to transfer cash between you, your subsidiaries, the
consolidated VIEs or
         investors, and disclose here, in the summary of the risk factors and
in the risk factors that
         there is no assurance that China   s government will not intervene or
impose restrictions on
         the ability of you, your subsidiaries, and the consolidated VIEs to
transfer cash. Also,
         please include a cross-reference to where you address these issues in
greater detail in your
         prospectus summary, and revise your prospectus summary to disclose
whether you have
         cash management policies that dictate how funds are transferred
between you, your
         subsidiaries, the consolidated VIEs, or to investors. To the extent
that you do have such
         cash management policies, please summarize the policies on your cover
page or state that
         you do not have cash management policies that dictate how funds are
4.       We note your disclosure regarding the Holding Foreign Companies
Accountable Act.
         Please also disclose on the cover page that the United States Senate
has passed the
         Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of    non-inspection years    from three years to
two years, and thus, the
         company's shares could be prohibited from trading and delisted after
two years instead of
         three. Also, add similar disclosure to the forth bullet in the summary
of risk factors.
Prospectus Summary, page 5

5.       Please include cross-references to where the risks identified in your
Risks Related to Our
         Corporate Structure and the Risks Related to Doing Business in China
sections of the
         Summary of Risk Factors are discussed in greater detail in the
Permission Required from the PRC Authorities for Our Operation and This
Offering, page 10

6.       We note your disclosure that you are not required to obtain
permissions from Chinese
         authorities to operate your businesses and offer securities to foreign
investors, including
         permissions from the CSRC. State here whether you, your subsidiaries,
or the VIEs are
         covered by permissions requirements from the Cyberspace Administration
of China
 Ren Yong
Puyi Inc.
April 4, 2022
Page 3
         (CAC) 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, your
subsidiaries, or the VIEs:
         (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. In addition, please disclose how you determined that such
permissions are not
         required. It appears that you have relied on the advice of ETR Law
Firm to determine
         whether you have obtained all the necessary permissions or approvals.
If true, please
         disclose here.
Holding Company Structure and Contractual Arrangements with the VIE, page 11

7.       Please expand your disclosure in the prospectus summary to describe
all restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors and to describe all restrictions and limitations on
your ability to distribute
         earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to
         the parent company and U.S. investors as well as the ability to settle
amounts owed under
         the VIE agreements. Please clarify, if true, that most of your cash is
in Renminbi, and
         address the possibility that the PRC could prevent the cash maintained
from leaving the
         PRC, could restrict deployment of the cash into the business and
restrict the ability to pay
         dividends. Also add similar risk factor disclosure.
Enforceability of Civil Liabilities, page 47

8.       To the extent any of your officers or directors are located in China
or Hong Kong, please
         expand your disclosure to clarify this and address the difficulty of
bringing actions against
         these individuals and enforcing judgments against them. Also add
similar risk factor
       Please contact John Stickel at 202-551-3324 or Sonia Bednarowski at
202-551-3666 with
any questions.

FirstName LastNameRen Yong                                      Sincerely,
Comapany NamePuyi Inc.
                                                                Division of
Corporation Finance
April 4, 2022 Page 3                                            Office of
FirstName LastName