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                               July 10, 2023

       Tianshi (Stanley) Yang
       Chief Financial Officer
       TD Holdings, Inc.
       139, Xinzhou 11th Street , Futian District
       Shenzhen , Guangdong, PRC 518000

                                                        Re: TD Holdings, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2022
                                                            Filed March 10,
2023
                                                            File No. 001-36055

       Dear Tianshi (Stanley) Yang:

              We have reviewed your filing 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 these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2022

       Cover Page

   1.                                                   We note your definition
of "China" does not include Hong Kong. In future filings, please
                                                        revise the definition
to clarify that the legal and operational risks associated with operating
                                                        in China also apply to
any operations in Hong Kong. We also note that you have some
                                                        Hong Kong entities as
part of your corporate structure; please discuss in future filings the
                                                        applicable laws and
regulations in Hong Kong as well as the related risks and
                                                        consequences. Examples
of applicable laws and regulations include, but are not limited to:
                                                            Enforceability of
civil liabilities in Hong Kong;
                                                            China   s
Enterprise Tax Law ("EIT Law");
                                                            Regulatory actions
related to data security or anti-monopoly concerns in Hong Kong
                                                             and their
potential impact on your ability to conduct business, accept foreign
                                                             investment or list
on a U.S./foreign exchange; and
                                                            Risk factor
disclosure explaining whether there are laws/regulations in Hong Kong
 Tianshi (Stanley) Yang
FirstName  LastNameTianshi (Stanley) Yang
TD Holdings,  Inc.
Comapany
July       NameTD Holdings, Inc.
     10, 2023
July 10,
Page  2 2023 Page 2
FirstName LastName
              that result in oversight over data security, how this oversight
impacts the company   s
              business, and to what extent the company believes that it is
compliant with the
              regulations or policies that have been issued.
Item 1. Description of Business, page 1

2.       In future filings, please disclose prominently in this section of the
annual report that you
         are not a Chinese operating company but a Delaware holding company
with operations
         conducted by your subsidiaries based in China and that this structure
involves unique risks
         to investors. 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 a material change in the value of the securities,
including that it could
         cause the value of such securities to significantly decline or become
worthless. Provide a
         cross-reference to your detailed discussion of risks facing the
company and the offering as
         a result of this structure.
3.       In future filings, provide prominent disclosure about the legal and
operational risks
         associated with being based in or having the majority of the company
s operations in
         China. Your disclosure should make clear whether these risks could
result in a material
         change in your operations and/or the value of your securities or could
significantly limit or
         completely hinder your ability to offer securities to investors in the
future and cause the
         value of such securities to significantly decline or be worthless.
Your disclosure should
         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 the
         location of your auditor's headquarters and whether and how the
Holding Foreign
         Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023,
         and related regulations will affect your company.
4.       In future filings, provide a description of how cash is transferred
through your
         organization. State whether any transfers, dividends, or distributions
have been made to
         date between the holding company and its subsidiaries, or to
investors, and quantify the
         amounts where applicable. Provide cross-references to the consolidated
financial
         statements.
Applicable Government Regulations, page 11

5.       We note your disclosure listing the PRC regulations you comply with.
In future filings,
         please also disclose each permission or approval that you or your
subsidiaries are required
         to obtain from Chinese authorities to operate your business and to
maintain your
         registered securities program. State whether you or your subsidiaries
are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to your operations, and state affirmatively whether you have
received all requisite
 Tianshi (Stanley) Yang
TD Holdings, Inc.
July 10, 2023
Page 3
         permissions or approvals and whether any permissions or approvals have
been denied.
         Please also describe the consequences to you and your investors if you
or your
         subsidiaries: (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, if you rely upon
an opinion of counsel
         with respect to your conclusions that you do not need any permissions
and approvals to
         operate your business, please state as much or explain why such an
opinion was not
         obtained if applicable.
Item 1A. Risk Factors
Risks Related to Doing Business in China, page 25

6.       In future filings, please include disclosure about the Holding Foreign
Companies
         Accountable Act. Please expand your risk factors to disclose that the
Holding Foreign
         Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023,
         decreases the number of consecutive    non-inspection years    from
three years to two years,
         and thus reduces the time before the securities of a non-compliant
issuer may be
         prohibited from trading or delisted. Update your disclosure to
describe the potential
         consequences to you if the PRC adopts positions at any time in the
future that would
         prevent the PCAOB from continuing to inspect or investigate completely
accounting firms
         headquartered in mainland China or Hong Kong.
7.     Given the Chinese government   s significant oversight and discretion
over the conduct of
       your business, please revise your disclosure in future filings to
highlight separately the
       risk that the Chinese government may intervene or influence your
operations at any time,
       which could result in a material change in your operations and/or the
value of your
       securities. Also, given recent statements by the Chinese government
indicating an intent to
       exert more oversight and control over offerings that are conducted
overseas and/or foreign
FirstName LastNameTianshi (Stanley) Yang
       investment in China-based issuers, acknowledge the risk that any such
action could
Comapany    NameTDlimit
       significantly  Holdings,  Inc.
                           or completely  hinder your ability to continue to
offer securities to
       investors  and
July 10, 2023 Page 3  cause the value of such securities to significantly
decline or be worthless.
FirstName LastName
 Tianshi (Stanley) Yang
FirstName  LastNameTianshi (Stanley) Yang
TD Holdings,  Inc.
Comapany
July       NameTD Holdings, Inc.
     10, 2023
July 10,
Page  4 2023 Page 4
FirstName LastName
8.       In light of recent events indicating greater oversight by the CAC over
data security,
         particularly for companies listed on a foreign exchange, please revise
your disclosure in
         future filings to explain how this oversight impacts your business and
to what extent you
         believe that you are compliant with the regulations or policies that
have been issued by the
         CAC to date. In addition, if you rely upon an opinion of counsel with
respect to your
         conclusions that you do not need any permissions and approvals from
the CAC to operate
         your business, please state as much or explain why such an opinion was
not obtained if
         applicable.
General

9.       We note that one or more of your officers are located in the PRC/Hong
Kong. In future
         filings, please disclose (i) that is the case and identify the
relevant individuals, and (ii)
         include a separate    Enforceability    section and a risk factor
addressing the challenges of
         bringing actions and enforcing judgments/liabilities against such
individuals.
        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.

        You may contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at
202-551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Nicholas Nalbantian at 202-221-7470 or Dietrich King at
202-551-8071
with any other questions.



                                                                 Sincerely,

                                                                 Division of
Corporation Finance
                                                                 Office of
Trade & Services