August 28, 2024

Hongliang Li
Chief Executive Officer
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China

       Re: Leishen Energy Holding Co., Ltd.
           Amendment No. 4 to Draft Registration Statement on Form F-1
           Submitted August 16, 2024
           CIK No. 0001985139
Dear Hongliang Li:

     We have reviewed your amended draft registration statement and have the
following
comment.

        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 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 the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement filed August 16, 2024
Notes to the Consolidated Financial Statements
Note 16 - Equity
Additional paid-in capital, page F-28

1.     We note your disclosure that "On March 12, 2023 and March 20, 2023,
China Oil Blue
       Ocean and ZJY Technologies    individual shareholders withdrew their
share capital from
       the companies." You also state: "These share capital withdrawals reduced
additional paid-
       in capital $10,147,447, which were credited to amount due to related
parties." Please
       clarify why the withdrawals are being credited to amount due to related
parties. In this
       regard, we note that on page 138 the shareholders received ordinary
shares of Leishen
       Cayman in consideration for the transfer of the shareholders' capital.
Please describe your
       basis for accounting for the withdrawal and the reduction of the
shareholders' ownership
       interest in those subsidiaries.
 August 28, 2024
Page 2

       Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:   David Manno