Ostin Technology Group Co., Ltd.

Building 2, 101/201 1 Kechuang Road

Qixia District, Nanjing

Jiangsu Province, China 210046

VIA EDGAR

December 6, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Andi Carpenter

Re: Ostin Technology Group Co., Ltd.

Amendment No. 6 to Registration Statement on Form F-1

Filed November 4, 2021

File No. 333-253959

Dear Ms. Carpenter:

Ostin Technology Group Co., Ltd. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on December 1, 2021, regarding Amendment No. 6 to Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on November 4, 2021.

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 7 to the Registration Statement (the “Amendment No. 7”), which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 6 to Form F-1

Cover Page/Prospectus Summary, page 1 

1. We note your disclosure on the cover page and throughout your filing that you control and receive economic benefits of Jiangsu Austin Optronics Technology Co., Ltd business operations through VIE agreements and that those agreements are designed to provide your WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of the VIE. We also note the disclosure that you are the primary beneficiary of the VIE. However, you or your investors do not have an equity ownership in, direct foreign investment in, or control through such ownership/investment of the VIE. As such, when describing the design of the VIE agreements and related outcome, please refrain from implying that the VIE agreement is equivalent to an equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be limited to and clearly describe the conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for accounting purposes, you will be the primary beneficiary. In addition, your disclosure should note, if true, that the agreements have not been tested in a court of law.

In response to the Staff’s comment, we have revised our disclosure on the cover page and page ii, 2, 3, 9, 20, 22, 26 and 46 of the Amendment No.7.

2. Please disclose that your structure provides contractual exposure to foreign investment in such companies rather than replicating an investment..

In response to the Staff’s comment, we have revised our disclosure on the cover page of the Amendment No.7.

Prospectus Summary, page 1 

3. Please disclose whether you are required to obtain any approvals to offer securities to foreign investors, whether you have received such approvals and the consequences to you and your investors if you do not receive or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and you are required to obtain approval in the future.

In response to the Staff’s comment, we have revised our disclosure on the page 3, 24 and 26 of the Amendment No.7.

We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Wei Wang, Esq., at wwang@egsllp.com or by telephone at (212) 370-1300.

Sincerely,

/s/ Tao Ling

Tao Ling, Chief Executive Officer

cc:	Wei Wang, Esq.
	Ellenoff Grossman & Schole LLP