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                             December 2, 2021

       Zhiyun Liu
       Finance Manager
       China Zenix Auto International Ltd
       No. 1608, North Circle Road State Highway
       Zhangzhou, Fujian Province 363000
       People   s Republic of China

                                                        Re: China Zenix Auto
International Ltd
                                                            Schedule 13E-3
filed November 5, 2021
                                                            File No. 005-86548

       Dear Mr. Liu :

              We have reviewed your filing and have the following comments on
the related
       preliminary proxy statement of the Company filed as Exhibit (a)-(1) to
the Schedule 13E-3. 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 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.

       Schedule 13E-3 filed November 5, 2021; Preliminary Proxy Statement
(Exhibit (a)-(1))

       Reasons for the Merger and Recommendation of the Special Committee and
the Board, page 18

   1.                                                   The factors listed in
Instruction 2 to Item 1014 of Regulation M-A and Item 1014(c), (d)
                                                        and (e) are generally
relevant to each filing person   s fairness determination and should be
                                                        discussed in reasonable
detail. See Question Nos. 20 and 21 of the Exchange Act Release
                                                        No. 34-17719 (April 13,
1981). Please revise this section to either include the
                                                        factor described in
clause (iv) of Instruction 2 to Item 1014 or explain why such factor
                                                        was not deemed material
or relevant.
       Position of the Buyer Group as to the Fairness of the Merger, page 25

   2.                                                   Refer to the preceding
comment. If the procedural safeguard in Item 1014(c) was not
                                                        considered, please
explain why the Buyer Group believes that the Rule 13e-3 transaction
                                                        is fair in the absence
of such safeguard.
 Zhiyun Liu
China Zenix Auto International Ltd
December 2, 2021
Page 2
Financial Information, page 82

3.     We note that the Company filed a Form 6-K on December 1, 2021 announcing
its
       unaudited financial results for the third quarter ended September 30,
2021. Please revise
       this section to disclose the information required by Item 1010(a)(2) of
Regulation M-A.
       Refer to Item 13 of Schedule 13E-3, the Division of Corporation Finance
 s July 2001
       Interim Supplement to Publicly Available Telephone Interpretations,
Section H.9. and
       section 14410.2 of the Division of Corporation Finance Financial
Reporting Manual.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Perry Hindin at 202-551-3444.



                                                            Sincerely,
FirstName LastNameZhiyun Liu
                                                            Division of
Corporation Finance
Comapany NameChina Zenix Auto International Ltd
                                                            Office of Mergers &
Acquisitions
December 2, 2021 Page 2
cc:       Fang Xue
FirstName LastName