July 12, 2024

Dajun Yang
Chairman and Chief Executive Officer
Ascentage Pharma Group International
68 Xinqing Road
Suzhou Industrial Park
Suzhou, Jiangsu
China

       Re: Ascentage Pharma Group International
           Draft Registration Statement on Form F-1
           Submitted June 14, 2024
           CIK No. 0002023311
Dear Dajun Yang:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form F-1 filed June 14, 2024
Cover Page

1.     Please revise your cover page to disclose whether your offering is
contingent upon final
       approval of the listing of the American depositary shares. Please ensure
the disclosure is
       consistent with your underwriting agreement.
2.     We note your statement that the offering is an indirect offering under
the Trial
       Administrative Measures of Overseas Securities Offering and Listing by
Domestic
       Companies, or the Trial Measures. Please revise your cover page to
disclose whether you
       have or are in the process of filing the necessary documents with the
CSRC.
3.     We note your description of how cash is transferred through your
organization. Please
       revise this disclosure to clarify whether any transfers, dividends, or
distributions have
 July 12, 2024
Page 2

       been made to date to investors, and quantify the amounts if applicable.
Provide a cross-
       reference to the consolidated financial statements.
4.     Given the Chinese government   s significant oversight and discretion
over the conduct and
       operations of your business, please revise to describe any material
impact that
       intervention, influence, or control by the Chinese government has or may
have on your
       business or on the value of your securities. 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. Please also state
       that rules and regulations in China can change quickly with little
advance notice.
Prospectus Summary
Overview, page 1

5.     The disclosure in the prospectus summary should be a balanced
presentation of your
       business. Please revise to balance the description of your lead assets
and competitive
       strengths with disclosure of the challenges you face and the risks and
limitations that
       could harm your business or inhibit your strategic plans. For example,
but without
       limitation, balance your discussion by quantifying the company's history
of net losses
       since inception and the company's total comprehensive loss. The
balancing discussion
       should be equally prominent in terms of presentation and level of
detail.
6.     We note many statements throughout the prospectus relating to the safety
and/or efficacy
       of your product candidates. Please note that safety and efficacy
determinations are solely
       within the authority of the FDA and comparable foreign regulatory
bodies. To the extent
       any of these statements relate to findings by the NMPA, please clarify
that such findings
       relate only to clinical trials conducted in China and the determination
of the NMPA. Your
       disclosure should not imply that your product candidates will be found
to be safe or
       effective by the FDA or comparable regulatory bodies outside of China
and should not
       state conclusions regarding clinical trial data prior to approval. In
this regard, please
       remove the "conclusions" sections on pages 161, 163, 164, 166, 167, 168,
175, 176, 178
       and 179. You may present clinical trial end points and objective data
resulting from trials
       without concluding safety and efficacy, and you may state that your
product candidates
       are well tolerated, if accurate.
7.     Please remove references throughout the prospectus to olverembatinib and
lisaftoclax as
       potentially "best-in-class" or "first-in-class" products. Given the
current stage of
       development of these products, such claims appear speculative and
premature.
8.     Please revise the statements both here and elsewhere that your two lead
assets have
       "blockbuster potential", that you plan to "gain significant market
share" and "capture a
       significant portion of the global CML market", as such statements appear
premature given
       the current stage of development and historical operations of the
company.
9.     We note your references both here and elsewhere to "global"
registrational Phase 3 trials.
       Please explain your use of the term "global" in this context, as your
disclosure indicates
       these trials are being overseen by the FDA in the United States.
10.    We note your statement that you are a "global, fully integrated,
end-to-end
       biopharmaceutical company from discovery and development to
manufacturing and
       commercialization". Please reconcile this statement with your statements
throughout the
 July 12, 2024
Page 3

       document that you do not currently have the ability to independently
conduct clinical
       trials, that you rely on third parties to manufacture a portion of your
drug candidate
       supplies and intend to rely on third parties for at least a portion of
the manufacturing
       process of your drug candidates, that you have limited experience in
managing the
       manufacturing process, that you rely on our partners to support your
business, including
       to assist with, or to conduct, clinical and regulatory development,
manufacturing and/or
       commercialization of certain of your products and product candidates or
to provide access
       to technologies, skills and information that you do not possess, and
that you have relied
       on, and plan to rely on, a number of third-party distributors to
distribute olverembatinib in
       China and plan to rely on third-party distributors to distribute drug
candidates in
       jurisdictions outside of China, if approved.
11.    We note your statement both here and elsewhere that you have
"established global
       collaboration relationships with leading biotechnology and
pharmaceutical companies,
       such as AstraZeneca, Innovent, Merck, and Pfizer". Please revise your
disclosure, where
       appropriate, to disclose the material terms of the collaboration
agreements or
       arrangements with AstraZeneca, Merck and Pfizer, and file the related
agreements as
       exhibits to the registration statement. See Item 8 of Part II of Form
F-1 and Item
       601(b)(10) of Regulation S-K. To the extent the company does not
currently have
       collaborations in place with these entities, please remove the statement
in all places in
       which it appears.
12.    Please disclose when INDs were submitted by the company in relation to
ongoing clinical
       trials in the United States.
13.    Please revise your statement here and elsewhere that lisaftoclax "is on
track to become the
       second Bcl-2 inhibitor to be approved globally and the first-to-market
Bcl-2 inhibitor for
       treating patients with CLL and small lymphocytic leukemia (SLL) in
China" to remove
       the implication that lisaftoclax is certain to be approved, as approval
determinations are
       solely within the purview of regulatory bodies such as the FDA or
comparable foreign
       regulators.
Our Pipeline, page 2

14.    Please revise your pipeline table to label the registrational column as
"Phase 3". In the
       event you wish to note in the narrative that the Phase 3 trials being
conducted are
       registrational, please provide disclosure regarding your discussions
with the FDA that
       support such a statement, or provide disclosure that further clinical
trials may be required
       prior to submission of an NDA.
Corporate Structure, page 9

15.    We note the reflection of "onshore entities" and "offshore entities" in
the company's
       organizational diagram. In your narrative disclosure, please define each
term where first
       used.
Recent Developments, page 12

16.    Please revise your disclosure regarding the Takeda Exclusive Option
Agreement to
       disclose the term and termination provisions of the agreement and file
the agreement as an
       exhibit to the registration statement. See Item 8 of Part II of Form F-1
and Item
 July 12, 2024
Page 4

       601(b)(10) of Regulation S-K. Please also include a discussion of this
agreement under
       the License and Collaboration Agreements section starting on page 193 of
the Business
       section. In relation to the Securities Purchase Agreement, please
disclose the percentage
       of the company's outstanding shares the 24,307,322 shares to be issued
to Takeda under
       the agreement represents.
Risk Factors
Even if this offering is successful, we will need to obtain additional
financing to fund our
operations..., page 23

17.    We note your statement that you have funded your operations primarily
through equity
       financing and the receipt of government subsidies and tax credits in
China and Australia
       to date. Please revise your disclosure to provide further details on the
government
       subsidies received and any outstanding obligations related thereto.
The increasing use of artificial intelligence-based software (including machine
learning)..., page
90

18.    We note the above captioned risk factor and your discussion of the risks
of the use of
       artificial intelligence in the biopharmaceutical and global healthcare
industries. Please
       revise your disclosure to clarify whether the company uses artificial
intelligence in its
       business and if so, how.
We face uncertainties with respect to our leased properties., page 91

19.    We note your disclosure that you have not registered the lease
agreements for most of
       your leased properties with the PRC government authorities as required
by PRC law.
       Please revise your disclosure to explain why this is the case and
whether the company
       plans to register the leases in the future.
ADS holders may not be entitled to a jury trial with respect to claims arising
under the deposit
agreement..., page 115

20.    Please revise your discussion of the potential risks relating to the
jury trial waiver
       provision of the deposit agreement, to state that the provision may
result in increased
       costs to shareholders to bring a claim, limited access to information
and other imbalances
       of resources between the company and shareholders, and that the
provision could
       discourage claims or limit shareholders    ability to bring a claim in a
judicial forum that
       they find favorable.
Use of Proceeds, page 122

21.    Please revise your use of proceeds disclosure to specify how far in the
clinical trial
       process the company expects to reach with the proceeds of the offering
for each of the
       three bullet points listed on page 122. Please also clarify the steps
that would remain prior
       to commercialization and if additional funding would be required prior
to
       commercialization, please clarify the amount and sources of other funds
needed. See Item
       4.a of Part I of Form F-1 and Item 3.C of Part I of Form 20-F.
Capitalization, page 125

22.    Please explain to us why you consider all components of your non-current
liabilities part
 July 12, 2024
Page 5

       of your capitalization.
23.    As a related matter, it does not appear as though your total equity and
total capitalization
       line items are mathematically accurate. Please revise your filing
accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of results of operations, page 136

24.    We note you provide the RMB to USD conversion for information presented
for the fiscal
       year ended December 31, 2023. Please also provide the same conversion
for information
       presented for the fiscal year ended December 31, 2022, here and
throughout the filing.
Research and development expenses , page 139

25.    We note from the pipeline table on page 2 that you have multiple drug
assets that are in
       clinical development. Please revise to disclose the costs incurred
during each period
       presented for each of your key research and development projects. If you
do not track
       your research and development costs by project, disclose that fact and
explain why you do
       not maintain and evaluate research and development costs by project.
Business
Our strategy, page 152

26.    We note various statements throughout this section regarding the
company's intention to
       "rapidly" advance and develop its product candidates through clinical
trials. Please revise
       these statements to remove any implication that the company will be
successful in
       developing its product candidates in a    rapid    or accelerated
manner, as such statements
       are speculative and the timing of clinical trials and regulatory
approvals is not fully within
       the company's control.
Olverembatinib Demonstrates Strong Inhibition Kinase Activity of BCR-ABL
Mutations, page
159

27.    We note the table on page 159 which compares olverembatinib to five
approved
       medications. Please provide narrative disclosure regarding the
head-to-head studies
       conducted through which this data was gathered. To the extent
head-to-head studies were
       not conducted, please remove the table. Note that you may present
objective results of
       clinical trials but such results should not be compared to alternative
treatment products
       unless head-to-head studies were conducted.
Key Clinical Results, page 173

28.    Please clarify throughout this section, if true, that the results
discussed relate to clinical
       trials conducted outside of the United States and do not relate to any
findings of safety or
       efficacy by the FDA in relation to the ongoing trials overseen by the
FDA, discussed
       elsewhere. If the results presented do relate to FDA trials, please
remove all implications
       of safety and/or efficacy, as such determinations are solely within the
purview of the
       FDA.
 July 12, 2024
Page 6

Intellectual Property, page 196

29.    Please revise your intellectual property disclosure to clearly identify:
(i) each of your
       material patents (rather than stating that you have "at least" a certain
number of patents),
       (ii) the product candidate(s) dependent on each patent, (iii) whether
the patent is owned or
       licensed, (iv) the type of patent protection (e.g., composition of
matter, use, or process)
       and (v) the expiration dates for each patent discussed. In this regard
it may be useful to
       provide tabular disclosure.
Management
Compensation of Directors and Executive Officers, page 235

30.    Please revise your disclosure to provide the amount of compensation paid
to each of the
       directors and executive officers individually or, alternatively, please
explain why you are
       not required to do so. See Item 4.a of Part I of Form F-1 and Item 6.B
of Part I of Form
       20-F.
Related Party Transactions
Concert Party Confirmation Deed, page 247

31.    Please revise your disclosure to include a risk factor regarding the
Concert Party
       Confirmation Deed discussed on page 247, the aim of which is to
"maintain consolidated
       control and management of [y]our company".
Note 17 - Investment in a Joint Venture, page F-40

32.    We note that you are accounting for your 19.9 percent ownership interest
in Suzhou
       Ascentage Harvest Venture Capital LLP under the equity method. Please
explain to us
       the factors you considered in determining that you have significant
influence over the
       investee, despite holding an ownership percentage of less than 20
percent. Refer to
       paragraphs 5 and 6 of IAS 28.
Note 19 - Deferred Tax, page F-41

33.    We note that as of December 31, 2023, your net deferred tax assets were
RMB 59.8
       million (US$ 8.4 million). Please provide a more detailed description of
the positive and
       negative evidence you considered in making your determination of
realizability of these
       assets and how that evidence was weighted.
General

34.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
       Securities Act, whether or not you retained, or intend to retain, copies
of those
       communications.
       Please contact Eric Atallah at 202-551-3663 or Daniel Gordon at
202-551-3486 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with
any other
questions.
 July 12, 2024
Page 7



                     Sincerely,

                     Division of Corporation Finance
                     Office of Life Sciences
cc:   David Sharon