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United States securities and exchange commission logo
February 20, 2024
Raymond Ming Hui Lin
Chief Executive Officer
CLPS Incorporation
Unit 1000, 10th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Re: CLPS Incorporation
Form 20-F for
Fiscal Year Ended June 30, 2023
Response Dated
January 29, 2024
File No. 001-38505
Dear Raymond Ming Hui Lin:
We have reviewed your January 29, 2024 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our January 22, 2024
letter.
Form 20-F for Fiscal Year Ended June 30, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections, page 127
1. We note your response
indicates that you reviewed your register of members and public
filings in connection
with your required submission under paragraph (a) and that you did
not rely upon any legal
opinions or third party certifications such as affidavits in
connection with your
required disclosures under Item 16I. Please file your amendment
and supplementally
describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed in connection with the proposed disclosures under
paragraphs (b)(2) and
(3).
Raymond Ming Hui Lin
CLPS Incorporation
February 20, 2024
Page 2
2. We note your proposed disclosure refers to your examination of the
biographies of, and
the inquiries made with, all your directors and the directors of your
consolidated foreign
operating entities. In order to clarify the scope of your review, please
supplementally
describe any additional steps you have taken to confirm that none of the
members of your
board or the boards of your consolidated foreign operating entities are
officials of the
Chinese Communist Party. For instance, please tell us how the board
members current or
prior memberships on, or affiliations with, committees of the Chinese
Communist Party
factored into your determination. In addition, please clarify whether you
have relied upon
third party certifications such as affidavits as the basis for your
disclosure.
Please contact Charlie Guidry at 202-551-3621 or Jennifer Gowetski at
202-551-3401
with any other questions.
Sincerely,
FirstName LastNameRaymond Ming Hui Lin
Division of
Corporation Finance
Comapany NameCLPS Incorporation
Disclosure Review
Program
February 20, 2024 Page 2
cc: Rongwei Xie
FirstName LastName