June 3, 2026
Shaozhang Lin
Chief Executive Officer
Youxin Technology Ltd
Room 1005, 1006, 1007, No. 122 Huangpu Avenue West
Tianhe District, Guangzhou, Guangdong Province
People s Republic of China
Re: Youxin Technology Ltd
Registration Statement on Form F-3
Filed May 22, 2026
File No. 333-296161
Dear Shaozhang Lin:
We have conducted a limited review of your registration statement and have
the following
comments.
Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1. Please reconcile your cover page disclosure that you "do not, and
currently have no plans
to conduct operations in Hong Kong" with your disclosure on page 5 that
your
subsidiary, Youxin Cloud (HK) Limited, "was incorporated on December 13,
2022, under
the laws of Hong Kong."
About this Prospectus, page ii
2. Your definition of China or the PRC appears to exclude Hong Kong and
Macau for
purposes of describing the PRC rules, laws, regulations and regulatory
authority or other
legal, tax or finance matters. Please revise to remove the exclusion of
Hong Kong and
Macau from such definition. Clarify that all the legal and operational
risks associated with
having operations in the People s Republic of China (PRC) also apply
to operations in
Hong Kong and Macau. In this regard, ensure that your disclosure does
not narrow risks
June 3, 2026
Page 2
related to operating in the PRC to mainland China only. Where
appropriate, you may
describe PRC law and then explain how law in Hong Kong and Macau differs
from PRC
law and describe any risks and consequences to the company associated
with those laws.
Selling Shareholder, page 66
3. Please identify each of the natural persons who exercise voting and
dispositive power over
the class A ordinary shares held by entities. For guidance, please refer
to Regulation S-K
Corporation Finance Interpretation 140.02.
General
4. You state that you entered into a definitive share acquisition agreement
with certain
shareholders of YATOP Group Limited on April 21, 2026. Please update the
filing to
indicate when the transaction closed and when the shares were issued to
the selling
shareholders. Please file the share acquisition agreement as exhibit.
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 Rule 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.
Please contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453
with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Anthony Basch