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                                September 13, 2022

       Raymond Ming Hui Lin
       Chief Executive Officer
       CLPS Incorporation
       c/o Unit 1102, 11th Floor, Millennium City III
       370 Kwun Tong Road, Kwun Tong, Kowloon
       Hong Kong SAR

                                                        Re: CLPS Incorporation
                                                            Registration
Statement on Form F-3
                                                            Filed August 18,
2022
                                                            File No. 333-266951

       Dear Mr. Lin:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form F-3

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your subsidiaries in
China and that this structure involves unique risks to investors.
                                                        Provide a
cross-reference to your detailed discussion of these risks.
   2.                                                   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 the
securities you are registering for sale or could significantly limit or
 Raymond Ming Hui Lin
FirstName LastNameRaymond Ming Hui Lin
CLPS Incorporation
Comapany 13,
September NameCLPS
              2022    Incorporation
September
Page 2    13, 2022 Page 2
FirstName LastName
         completely hinder your ability to offer or continue to offer
securities to investors
         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 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 whether your
auditor is subject to
         the determinations announced by the PCAOB on December 16, 2021 and
whether and
         how the Holding Foreign Companies Accountable Act and related
regulations will affect
         your company. Your prospectus summary should address, but not
necessarily be limited
         to, the risks highlighted on the prospectus cover page.
3.       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 condensed consolidating
schedule and the
         consolidated financial statements.
Summary, page 4

4.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer the
securities being
         registered to foreign investors. 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 approve your operations, 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
         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.
5.       Provide a clear description of how cash is transferred through your
organization. Quantify
         any cash flows and transfers of other assets by type that have
occurred between the
         holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or
         distributions that a subsidiary has made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
         on foreign exchange and your ability to transfer cash between
entities, across borders, and
         to U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from your businesses, including subsidiaries, to the parent
company and U.S.
         investors.
6.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
 Raymond Ming Hui Lin
FirstName LastNameRaymond Ming Hui Lin
CLPS Incorporation
Comapany 13,
September NameCLPS
              2022    Incorporation
September
Page 3    13, 2022 Page 3
FirstName LastName
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
Risk Factors
The Holding Foreign Companies Accountable Act could result in delisting...,
page 5

7.       Please update your discussion of the Holding Foreign Companies
Accountable Act to
         disclose the Statement of Protocol signed by the PCAOB and the CSRC of
the People   s
         Republic of China on August 26, 2022. Please balance the disclosure
regarding the
         Statement of Protocol by stating that when the PCAOB reassesses its
determinations by
         the end of 2022, it could determine that it still unable to inspect
and investigate
         completely audit firms based in China and Hong Kong.
Item 10. Undertakings, page II-1

8.       We note that you intend to rely on Section 305(b)(2) of the Trust
Indenture Act of 1939 to
         designate a trustee on a delayed basis. Please revise your
registration statement to include
         the undertaking required by Item 512(j) of Regulation S-K.
Item 9. Exhibits, page II-1

9.       Please file the form of indenture as an exhibit to your registration
statement prior to
         requesting effectiveness. For guidance, refer to sections 201.02 and
201.04 of our Trust
         Indenture Act of 1939 Compliance and Disclosure Interpretations.
General

10.      We note that your definition of "PRC" and "China" in your Form 20-F
for the fiscal year
         ended June 30, 2021 excludes Hong Kong and Macau. Please state clearly
in the
         prospectus that references to the PRC and China include Hong Kong and
Macau.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Raymond Ming Hui Lin
CLPS Incorporation
September 13, 2022
Page 4

      Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                         Sincerely,
FirstName LastNameRaymond Ming Hui Lin
                                                         Division of
Corporation Finance
Comapany NameCLPS Incorporation
                                                         Office of Technology
September 13, 2022 Page 4
cc:       James Zhang
FirstName LastName