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United States securities and exchange commission logo





                                July 6, 2020

       Minfei Bao
       Chairman and Chief Executive Officer
       UTime Limited
       7th Floor, Building 5A
       Shenzhen Software Industry Base, Nanshan District
       Shenzhen, People's Republic of China 518061

                                                        Re: UTime Limited
                                                            Amendment No. 2 to
Registration Statement on Form F-1
                                                            Filed June 25, 2020
                                                            File No. 333-237260

       Dear Mr. Bao:

               We have reviewed your amended registration statement and have
the following
       comments. In some of our comments we may ask you to provide us
information so that 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 that our comments apply to
your facts and
       circumstances or do not believe that 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 these comments, we may have additional comments.

       Amendment 2 to Registration Statement on Form F-1 filed June 25, 2020

       Variations of Rights of Shares, page 143

   1.                                                   We note your revisions
in response to prior comment 7. Please reconcile your revised
                                                        disclosure on page 143
with the language in section 10.1 of exhibit 3.2 regarding "consent
                                                        in writing of the
holders of not less than three-fourths of the issued Shares of that class, or
                                                        . . . the approval of a
resolution passed by a majority of not less than two thirds of the
                                                        votes cast at a
separate meeting of the holders of the Shares of that class...the necessary
                                                        quorum shall be one
person holding or representing by proxy at least one third of the
                                                        issued Shares of the
class. . ."
 Minfei Bao
FirstName   LastNameMinfei Bao
UTime Limited
Comapany
July 6, 2020NameUTime Limited
July 6,2 2020 Page 2
Page
FirstName LastName
Note 18 - Subsequent Events, page F-35

2.       We note from your response to prior comment 8 and revised footnote
disclosure that
         the repurchase of ordinary shares pro-rata from existing shareholders
was part of your
         recapitalization to reduce your ordinary shares issued and outstanding
before completion
         of the offering and that you believe it is appropriate to reflect the
repurchase similar to a
         reverse stock split. Although no cash was paid for the shares
repurchase, we note you
         deducted the consideration equivalent to par value for shares
repurchased from
         shares issued and outstanding and recorded the corresponding amounts
within due to/from
         shareholders. Typically, stock splits or reverse stock splits do not
result in any
         change equity. In this regard, please explain why your treatment as a
reverse stock split is
         appropriate when you have reduced equity. We may have further comment
upon receipt
         of your response.
Exhibits

3.       We note your response to prior comment 11. If the term
non-assessable    has a meaning
         under the laws of your jurisdiction that is different from the meaning
of that term under
         U.S. law, your prospectus should disclose any material information
with respect to that
         meaning; the legality opinion that you file as an exhibit to your
registration statement
         should address whether the shares of capital stock are non-assessable
based on the
         meaning of that term under U.S. law. Please file an opinion that
addresses whether
         a holder of the offered shares is liable, solely because of security
holder status, for
         additional assessments or calls on the security by the registrant or
its creditors. For
         guidance, see sections II.B.1.a and II.B.1.c of Staff Legal Bulletin
No. 19 (October 14,
         2011).
4.       We note your response to prior comment 12. However, the language in
exhibit 99.7
         appears to be limited to "disclosures regarding the legal matters
related to Indian law as
         applicable to Do Mobile." The disclosures in your prospectus regarding
the opinions of
         the counsel named in exhibit 99.7 do not appear to be limited to legal
matters related to
         Indian law as applicable to Do Mobile. Please tell us the reason for
the differences, or file
         a revised consent as appropriate.
 Minfei Bao
FirstName   LastNameMinfei Bao
UTime Limited
Comapany
July 6, 2020NameUTime Limited
July 6,3 2020 Page 3
Page
FirstName LastName
       You may contact Heather Clark at (202) 551-3624 or Jean C. Yu, Assistant
Chief
Accountant, at (202) 551-3305 if you have questions regarding comments on the
financial
statements and related matters. Please contact Edward M. Kelly at (202)
551-3728 or Russell
Mancuso at (202) 551-3617 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Barry I. Grossman, Esq.
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