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United States securities and exchange commission logo
January 22, 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
File No. 001-38505
Dear Raymond Ming Hui Lin:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comment. In our
comment, we may
ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to this comment, we may have additional comments.
Form 20-F for Fiscal Year Ended June 30, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections, page 127
1. We note that during
your fiscal year ended June 30, 2023 you were identified by the
Commission pursuant to
Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15
U.S.C. 7214(i)(2)(A))
as having retained, for the preparation of the audit report on your
financial statements
included in the Form 20-F, a registered public accounting firm that
has a branch or office
that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight
Board had determined it is unable to inspect or investigate
completely because of a
position taken by an authority in the foreign jurisdiction. Please
provide the
documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so.
Additionally, please amend your Form 20-F to provide the
disclosures required
under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign
Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our
website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.
Raymond Ming Hui Lin
FirstName LastNameRaymond Ming Hui Lin
CLPS Incorporation
Comapany
January 22,NameCLPS
2024 Incorporation
January
Page 2 22, 2024 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Charlie Guidry at 202-551-3621 or Jennifer Gowetski at
202-551-3401
with any other questions.
Sincerely,
Division of
Corporation Finance
Disclosure Review
Program
cc: Rongwei Xie