April 20, 2018

Zeshu Dai
Chief Executive Officer
China Xiangtai Food Co., Ltd.
c/o Chongqing Penglin Food Co., Ltd.
Xinganxian Plaza
Building B, Suite 21-1
Lianglukou, Yuzhong District 400800
Chongqing, People's Republic of China

       Re: China Xiangtai Food Co., Ltd.
           Draft Registration Statement on Form F-1
           Submitted March 26, 2018
           CIK No. 0001735556

Dear Ms. Dai:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Form F-1 DRS submitted March 26, 2018


1.     Please provide us with copies of all written communications, as defined
in Rule 405 under
       the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
       potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
       retain copies of the communications.
 Zeshu Dai
FirstName LastNameZeshu Dai
China Xiangtai Food Co., Ltd.
Comapany NameChina Xiangtai Food Co., Ltd.
April 20, 2018
June 16, 2017 Page 2
Page 2
FirstName LastName
Cover Page

2.       We note your disclosure here and on page 8 that you will not be able
to use your proceeds
         in China until you have completed "certain remittance procedures."
Please include a
         cross-reference to your expanded disclosure on remittance procedures
in China on page
3.       Given that one of the conditions to your obligation to sell securities
through an
         underwriter is that, upon closing of the offering, your shares qualify
for listing on the
         Nasdaq Capital Market, please disclose what you will do with the funds
if you do not
         qualify for listing on Nasdaq. Please also state whether the funds
will be held in escrow
         until the condition is met.
Prospectus Summary, page 1

4.       We note your disclosure that you have received "many" sales awards,
but list only two
         followed by an "etc." Please remove the etc. and disclose any other
awards you have
         received which you believe are applicable, and remove the word "many"
if you intend to
         identify only two. We also note that you reference these as sales
awards here, but on page
         41 you indicate these are national or local honors in the meat
processing industry. As
         such, please clarify the relevance of the awards or honors as
applicable to your business so
         investors can better understand their significance.
Industry and Market Background, page 3

5.       To the extent possible, please update all statistics in the
registration statement to provide
         the most recent data. For example, we note your disclosure that China
was the largest pork
         production and consumption market in the world in 2015 and that pork
comprised 61.9%
         of China's meat consumption in 2015. We also note that the expected
growth rate
         projections cover 2012 to 2018, a period which is substantially
complete. Please explain
         why this historical projection supports the statement that the volume
of PRC pork imports
         will continue to rise. Finally, please identify the sources of these
statistics and projections
         to the extent you are not attributing them to the company.
Uphold our commitment to food safety and product quality, page 4

6.       Please briefly clarify here and on page 60 as to how you plan to
improve your safety and
         quality monitoring systems and what are the industry best practices to
which you refer.
The Offering, page 7

7.       Please reconcile your disclosure on page 7 that you "do not intend" to
close the offering
         unless you raise sufficient proceeds to list on Nasdaq with the
disclosure on page 8 that
         you "will not complete" the offering unless your application to list
on Nasdaq is
         approved. As appropriate, please revise throughout the prospectus to
 Zeshu Dai
FirstName LastNameZeshu Dai
China Xiangtai Food Co., Ltd.
Comapany NameChina Xiangtai Food Co., Ltd.
April 20, 2018
June 16, 2017 Page 3
Page 3
FirstName LastName
Summary Financial Information, page 8

8.       The table that you reference in this section is missing. Please revise
Risk Factors
PRC regulations relating to offshore investment activities by PRC residents,
page 25

9.       We note your disclosure that the option agreement allows Ms. Dai to
exercise 97.74% of
         the shares of China Meitai Food Co. Ltd., and upon such exercise she
will own 65.0% of
         the company. Please reconcile this with your disclosure on page F-7
that in March 2018
         one major shareholder owned 97.74% of the equity interest of your
company through a
         call option agreement and obtained 100% control through an entrustment
         Please also add a separate risk factor discussing Ms. Dai's beneficial
ownership and
         control following the offering and her ability to influence corporate
Use of Proceeds, page 36

10.      Please reconcile your disclosure in the table here that you intend to
use proceeds raised for
         the construction and/or acquisition of specialty stores, grocery
stores or slaughterhouses
         and working capital with your disclosure on page 8 that you intend to
use the proceeds for
         advertising and marketing, working capital and general corporate
purposes, including the
         expansion of your business. We also note from the sentence immediately
preceding the
         table that if you raise an amount between the minimum and maximum
offerings, the
         percentage of net proceeds allocated for each use as "described above"
will remain
         unchanged, but we see no such description above. Please also describe
the status of any
         contemplated acquisitions of other businesses with the proceeds of
this offering. Refer to
         Item 4 of Form F-1 and Item 3.C of Form 20-F.
Exchange Risk Information, page 37

11.      Please expand your disclosure to provide all of the exchange rate
information required by
         Item 4 of Form F-1 and Item 3.A.3 of Form 20-F.
Results of Operations, page 42

12.      We note from your disclosure on page 43 that you are considering
constructing or
         acquiring your own specialty, or grocery store to sell your processed
meat products in the
         near future. Please provide clarification in regards to your
anticipated timing of such
         construction or acquisition, and discuss the material steps and costs
involved with such
Liquidity and Capital Resources, page 47

13.      We note that for the year ended June 30, 2017, you borrowed an
aggregate of
         approximately $14.0 million from financial institutions and third
parties. Please include a
         discussion of the nature and terms of your loans from financial
institutions and third
 Zeshu Dai
FirstName LastNameZeshu Dai
China Xiangtai Food Co., Ltd.
Comapany NameChina Xiangtai Food Co., Ltd.
April 20, 2018
June 16, 2017 Page 4
Page 4
FirstName LastName
         parties and also file any material loan agreements as exhibits to your
         statement. Refer to Item 4 of Form F-1, Items 5.B.1 and 5.B.2 of Form
20-F, and
         Instruction as to Exhibits 4(a) of Form 20-F.
14.      We note from your disclosure in Note 12 on page F-23 that your Chinese
subsidiaries are
         restricted in their ability to transfer their net assets to the
company. In providing your
         evaluation of the sources and amount of cash flows, please discuss
here the nature and
         extent of any restrictions on the ability of subsidiaries to transfer
funds to the company
         and whether such restrictions are expected to have any impact on the
ability for you to
         meet your cash obligations. Refer to Item 4 of Form F-1 and Item
5.B.1(b) of Form 20-F.
Raw Material, page 56

15.      We note your disclosure that you have signed six suppliers to meet the
daily demand for
         live hogs. Consistent with your disclosure on page 60, please disclose
here that in fiscal
         year 2017 you relied on a few top suppliers for the majority of your
live hogs purchases.
         If material, please also add a risk factor discussing your reliance on
a few large suppliers
         or expand your risk factor on page 13 about your reliance on external
Corporate History and Structure, page 56

16.      We note your disclosure that Zeshu Dai controls China Meitai Food Co.,
Ltd. through an
         option and entrustment agreement with the sole shareholder of that
company. Please
         disclose the material terms of such agreement and the identity of the
sole shareholder. In
         addition, consistent with your disclosure on page 26, please disclose
here that pursuant to
         the option agreement, upon closing of the initial public offering Ms.
Dai can exercise the
         option to own 65% of the company through China Meitai Food Co., Ltd.
Please also
         discuss the implication should Ms. Dai not exercise such option.
17.      Please include a brief discussion of your expected relationship with
your controlling
         shareholder China Meitai Food Co., Ltd. after the offering and discuss
your status as a
         "controlled company." Consistent with your disclosure on page 6,
please briefly discuss
         here that while you do not intend to rely on the "controlled company"
exemptions from
         certain corporate governance requirements, you could elect to rely on
the exemption in the
         future. Please also briefly summarize the potential conflicts of
interest associated with
         having China Meitai Food Co., Ltd. as a controlling shareholder.
18.      Please reconcile the disclosure that the diagram "assumes the
completion of the
         Reorganization" with your disclosure on page F-7 that in March 2018
you completed your
         reorganization of entities under the common control of one major
shareholder. Please also
         update the diagram to reflect the ownership interest of the
controlling shareholder and to
         clarify how investors in this offering will fit within the diagram.
 Zeshu Dai
FirstName LastNameZeshu Dai
China Xiangtai Food Co., Ltd.
Comapany NameChina Xiangtai Food Co., Ltd.
April 20, 2018
June 16, 2017 Page 5
Page 5
FirstName LastName
19.      Please briefly disclose here the reason for conducting your operations
through contractual
         arrangements rather than direct ownership of CQ Penglin.
Customers and Suppliers, page 60

20.      We note your reliance on one large customer and several large
suppliers. Please tell us
         what consideration you have given to describing the nature and terms
of your relationship,
         contractual or otherwise, with these businesses and filing any
material agreements as
Principal Shareholders, page 77

21.      Please identify the natural persons who have voting or dispositive
power with respect to
         the shares held by entities identified in your table.
Material Tax Consequences
Passive Foreign Investment Company Considerations, page 90

22.      We note your disclosure here and in the risk factor on page 35 that
you do not believe you
         were a PFIC for the taxable year ended December 31, 2016 and do not
         becoming a PFIC in the foreseeable future. Please disclose whether or
not you believe
         you were a PFIC for the taxable year ended December 31, 2017.
Report of Independent Registered Public Accounting Firm, page F-2

23.      We note the auditor report's reference to the two-year period ended
December 31, 2017
         and 2016 throughout the first paragraph. However, your audited
financial statements from
         pages F-3 to F-5 show the two-year fiscal year ended June 30, 2017 and
2016. Please
         have your auditor explain the discrepancies and revise their auditor
report, as appropriate.
Consolidated Statements of Income and Comprehensive Income, page F-4

24.      Please separately present "provision for doubtful accounts" on the
face of the consolidated
         statements of income and comprehensive income. Refer to Rule
5-03(b)(5) of Regulation
Note 2 - Summary of significant accounting policies, page F-9

25.      Please tell us and disclose your operating and reportable segment(s)
and the factors you
         used to identify them including the basis of organization (for
example, whether
         management has chosen to organize around differences in products,
geographic areas,
         regulatory environments, or a combination of factors and whether
operating segments
         have been aggregated). Refer to ASC 280-10-50-21a.
 Zeshu Dai
China Xiangtai Food Co., Ltd.
April 20, 2018
Page 6
Note 4 - Accounts Receivable, net, page F-17

26.      We note from your disclosure here that your major customer comprised
79.1% of total
         sales in 2017, and the July 2016 acquisition of this customer is the
primary driver of the
         83% increase in total revenue over 2016. We also note that total
accounts receivable at
         June 30, 2017 increased 183% over 2016, while allowance for doubtful
         increased only 31%, or a reduction to 5% of accounts receivable in
2017 from 12% in
         2016. Further, we note that your days-sales-outstanding increased to
approximately 76
         days in 2017 from approximately 48 days in 2016. Given these
statistics, please support
         your assertion that accounts receivable (net) is collectible. Include
the following in your
           an accounts receivable aging as of the latest audited balance sheet
           an aging as of the most recent month-end close,
           revenue recorded from year end through the most recent month-end
           accounts receivable collected from year-end through the latest
month-end close,
           a roll-forward of the allowance for doubtful accounts from year-end
to the most recent
             month-end close, and
           a discussion of the facts and circumstances surrounding any major
write-offs during
             that period.
Note 9 - Credit Facilities, page F-20

27.      Please revise your disclosure here and related disclosure throughout
your document to
         state interest rates on an annual basis. Please also revise to state
interest rates on loan
         receivable in Note 7 on page F-18 on an annual basis as well.
Note 10 - Taxes, page F-21

28.      Please tell us why you believe a full valuation allowance on your net
operating loss
         carryforwards is necessary given your continuing net income position.
       You may contact Amy Geddes at 202-551-3304 or Andrew Mew at 202-551-3377
if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or Justin Dobbie at 202-551-3469 with any
other questions.

FirstName LastNameZeshu Dai
Comapany NameChina Xiangtai Food Co., Ltd.
                                                                 Division of
Corporation Finance
June 16, 2017 Page 6                                             Office of
Transportation and Leisure
FirstName LastName