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                             May 20, 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. 3 to
                                                            Registration
Statement on Form F-3
                                                            Filed May 10, 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 April
4, 2022 letter.

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

       General

   1.                                                   Refer to your response
to comment 1. Please revise to remove references to "our VIEs" as
                                                        such disclosure implies
ownership of the VIEs. In this regard, we note your disclosure in
                                                        the bullet points on
page 16.
   2.                                                   We note you that you
have a subsidiary and operations in Hong Kong. Please expand
                                                        your disclosure to
clarify that the PRC government has significant authority to intervene
 Ren Yong
Puyi Inc.
May 20, 2022
Page 2
         or influence the operations of a Hong Kong subsidiary at any time,
which could result in a
         material adverse change to your business, prospects, financial
condition, and results of
         operations, and the value of your securities. Also, ensure that your
disclosure throughout
         the filing addresses each of the legal and operational risks
associated with conducting
         business in Hong Kong. Further, disclose the percentage of your
revenues derived from
         Hong Kong for the periods presented in the prospectus summary.
3.       Please confirm that in your Exchange Act filings you will provide
disclosure highlighting
         the risks associated with investing in companies that are based in
China as well as the
         other issues addressed in the Sample Letter to China-Based Companies
located on our
         website at
https://www.sec.gov/corpfin/sample-letter-china-based-companies.
Cover Page

4.       Refer to your response to comment 3. Please revise your cover page to
provide
         quantitative disclosure regarding cash transfers that have been made
to date between you,
         your subsidiaries and the consolidated VIEs, or to investors. In this
regard, we note your
         disclosure that "cash transfers have been made to date between Puyi
Inc., [y]our
         subsidiaries and the consolidated VIEs."
About this Prospectus, page 1

5.       Please revise your disclosure on page 2 to remove the exclusion of
Hong Kong and Macau
         from the definition of the PRC and China.
       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
May 20, 2022 Page 2                                           Office of Finance
FirstName LastName