TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 16, 2023 Sze Ho Chan Chief Executive Officer Garden Stage Limited Room 201, 2/F, China Insurance Group Building 141 Des Voeux Road Central Central, Hong Kong Re: Garden Stage Limited Amendment No. 2 to Registration Statement on Form F-1 Filed October 5, 2023 File No. 333-273053 Dear Sze Ho Chan: We have reviewed your amended 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. Amendment No. 2 to Registration Statement on Form F-1 Cover page 1. Please disclose here how any regulatory actions related to data security or anti-monopoly concerns in Hong Kong have or may impact your ability to conduct your business, accept foreign investments, or list on a U.S. or foreign exchange. Taxation Hong Kong Taxation, page 159 2. Please revise to provide: disclosure about the impact on you of China s Enterprise Income Tax Law ( EIT Law ) which imposes a withholding income tax of 10% on dividends distributed by a Foreign Invested Enterprises ( FIE ) to its immediate holding company outside of Mainland China and a lower withholding income tax rate of 5% applied if the FIE s Sze Ho Chan Garden Stage Limited October 16, 2023 Page 2 immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with Mainland China, subject to a qualification review at the time of the distribution; and disclosure about the impact on you of the arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to taxes on Income which took effect in the PRC on January 1, 2007. Please contact Lory Empie at 202-551-3714 or Robert Klein at 202-551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at 202-551-3601 with any other questions. Sincerely, FirstName LastNameSze Ho Chan Division of Corporation Finance Comapany NameGarden Stage Limited Office of Finance October 16, 2023 Page 2 cc: Yarona L. Yieh, Esq. FirstName LastName