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United States securities and exchange commission logo





                           April 11, 2023

       Wai Hong Lao
       Chief Executive Officer and Director
       Galaxy Payroll Group Ltd
       25th Floor, Ovest
       77 Wing Lok Street
       Sheung Wan, Hong Kong

                                                        Re: Galaxy Payroll
Group Ltd
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed March 24,
2023
                                                            File No. 333-269043

       Dear Wai Hong Lao:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so 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 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
21, 2023 letter.

       Amendment No. 3 to Registration Statement on Form F-1 filed March 24,
2023

       Cover Page

   1.                                                   Where you discuss the
Holding Foreign Companies Accountable Act here and throughout
                                                        the prospectus, please
update to disclose that such act was amended by the Consolidated
                                                        Appropriations Act,
2023 and to discuss how the amended Act and related regulations will
                                                        affect your company.
 Wai Hong Lao
FirstName   LastNameWai
Galaxy Payroll  Group LtdHong Lao
Comapany
April       NameGalaxy Payroll Group Ltd
       11, 2023
April 211, 2023 Page 2
Page
FirstName LastName
Prospectus Summary
Recent Regulatory Developments in PRC, page 8

2.       We note your response to comment 1, as well as your revised disclosure
that you "may not
         be able to timely complete such filing process." Please revise your
disclosure in the
         prospectus summary and in your risk factor entitled "Upon the
effectiveness of the Trial
         Administrative Measures . . . " to discuss the applicable timelines
and deadlines in the
         event that you are subject to such measures. Revise your disclosure to
reflect that the
         Trial Administrative Measures have taken effect and that your
registration statement did
         not become effective prior thereto. For example, we note your
discussion of the
         consequences if your registration statement does not go effective by
March 31, 2023; we
         further note that it appears that the September 30, 2023 transition
period is no longer
         available to you. Further, it appears that you have not obtained an
opinion of counsel in
         determining that you are not subject to the Trial Administrative
Measures; if true, please
         state that that is the case and explain why.
       You may contact Stephen Kim at 202-551-3291 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:      Elizabeth Fei Chen, Esq.
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