United States securities and exchange commission logo




                                                                                
                           November 17, 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
                                                            Amendment No. 2 to 
Registration Statement on Form F-3
                                                            Filed November 10, 
2022
                                                            File No. 333-266951

       Dear Raymond Ming Hui Lin:

              We have reviewed your amended registration statement 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 letter by amending your registration 
statement and providing the
       requested information. If you do not believe our 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 our comment, we may have additional comments. 
Unless we note
       otherwise, our references to prior comments are to comments in our 
October 26, 2022 letter.

       Amendment No. 2 to Form F-3

       Cover Page

   1.                                                   Please refer to prior 
comment 1 and disclose on the cover page 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 completely your auditor, Ernst
                                                        & Young Hua Ming LLP.
 Raymond Ming Hui Lin
CLPS Incorporation
November 17, 2022
Page 2

      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
November 17, 2022 Page 2
cc:       James Zhang
FirstName LastName