Mail Stop 4561
                                                            April 5, 2018

Lei Li
Chief Executive Officer
Qtech, Ltd.
11/F, Block 3, Xing Chuang Technology Center
Shen Jiang Road 5005
Pudong New Area, Shanghai, 200120
People's Republic of China

       Re:     Qtech, Ltd.
               Draft Registration Statement on Form F-1
               Submitted March 9, 2018
               CIK No. 0001733298

Dear Mr. Li:

       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

Prospectus Cover Page

1.     Please revise to state that you will be a "controlled company" under the
definition of the
       applicable stock exchange and that Eric Siliang Tan is expected to
remain a controlling
       shareholder upon the completion of the offering.

Prospectus Summary, page 1

2.     You state that the prospectus contains information from an industry
report commissioned
       by you and prepared by Analysys International. Please revise to provide
the date of the
       Analysys Report and provide us with a copy for our review. Clearly mark
the specific
       language in the supporting materials that supports each statement in the
 Lei Li
Qtech, Ltd
April 5, 2018
Page 2

Overview, page 1

3.      You state that the loyalty programs create a strong viral effect and
enable you to enjoy
        low user acquisition cost. We note your disclosure on page 78 that your
sales and
        marketing expenses consist primarily of cost of users' rewards
associated with your user
        loyalty programs which increased from RMB50.9 million in 2016 to
RMB419.6 million
        (US$64.5 million) in 2017, representing 87.8% and 81.2% of your net
revenues in 2016
        and 2017, respectively. Please revise to reconcile your disclosure.

4.      You state that Qutoutiao had approximately 28.4 million MAUs and 10.8
million average
        DAUs in December 2017, ranking third among all mobile content
aggregators in China,
        according to the Analysys Report. You also state that, according to
Cheetah Data,
        Qutoutiao had a weekly penetration rate of 2.87% of mobile Internet
users at the end of
        2017, ranking No. 41 among all mobile applications in China. We note
your disclosure
        on page 2 that you "believe the following strengths contribute to
[y]our success and
        reinforce [y]our market leading position" and that you are "leading
mobile content feed
        platform." (emphasis added) Please reconcile your disclosure or provide
us with support
        for your "market leading position" assertions.

Our Challenges, page 2

5.      Please revise to disclose that you have not completed the trademark
registration for
        "Qutoutiao," the name of your flagship mobile application, and that one
of your
        competitors filed an objection on the ground that the name is similar
to a trademark
        registered by such competitor.

The Offering, page 6

6.      You state that you may amend or terminate the deposit agreement for any
reason without
        investors' consent, and that if investors hold their ADSs after such
amendment, they will
        be bound by the deposit agreement as amended. Please revise to discuss
the resultant
        effect of terminating the deposit agreement.

7.      We note your disclosure that the total number of ordinary shares that
will be outstanding
        immediately after this offering includes 50,000,000 ordinary shares
issued and
        outstanding as of the date of the prospectus as well as the conversion
into 11,738,825
        ordinary shares of all outstanding convertible redeemable preferred
shares, which
        includes issued series A, series A1 and series B1 convertible
redeemable preferred shares
        and series B2 convertible redeemable preferred shares (when issued).
Please revise to
        include the number of series B2 convertible redeemable preferred shares
that will be
        outstanding immediately after the offering. To the extent series B2
preferred shares will
        not be outstanding, please revise the paragraph to delete the reference
to series B2
        preferred shares and/or clarify that the 11,738,825 ordinary shares do
not include the
        series B2 preferred shares. In this regard, we note your disclosure on
pages F-33 and F-47
 Lei Li
Qtech, Ltd
April 5, 2018
Page 3

        that, on September 29, 2017 and November 14, 2017, you issued 4,945,055
Series A
        Shares and 1,373,626 Series A1 Shares, respectively; and, in March
2018, you entered
        into a Series B1 Preferred Share Purchase Agreement with an external
investor to issue
        5,420,144 shares of Series B1 convertible redeemable preferred shares.

Risk Factors

"If content providers on our platform do not continue to contribute
content...", page 17

8.      Please clarify whether you share any portion of your advertising
revenues with content

"Our current dependence on a limited number of customers...," page 18

9.      You state that you currently generate a significant portion of your net
revenues from a
        limited number of third-party advertising platforms and that your
largest customer
        contributed 70.0% and 44.0% of your net revenues in 2016 and 2017,
        Where applicable, please revise to describe in greater detail the
nature of the advertising
        services, including the material terms of related material agreements
and file such
        agreements as exhibits to the registration statement.

Use of Proceeds, page 51

10.     We note that you plan to use the net proceeds of the offering for
general corporate
        purposes, including working capital needs and potential acquisitions.
Please revise to
        disclose the estimated net amount of proceeds broken down into each
principal intended
        use or tell us why this is not material information. Refer to Item
3.C.1 of Form 20-F.

Selected Consolidated Financial and Operating Data

Key Operating Metrics, page 73

11.     We note that you disclose the following information or key factors
throughout your
        filing: the number of content providers; the amount of content
uploaded; the amount of
        video content uploaded; the percentage of user generated videos
uploaded; the number of
        registered users; the percentage of users referred by other registered
users; the logged-on
        rate among registered users; the average time spent per DAU; the
average number of
        content pages viewed daily per DAU and; the average amount of time
spent daily per
        DAU. Please revise your disclosures to provide an enhanced quantitative
and qualitative
        discussion and analyses of the changes in these metrics for each period
presented or
        explain to us why you do not believe these metrics contribute
meaningfully to
        understanding and evaluating your company. Please consider disclosing
this information
        in tabular format in an appropriate section of the prospectus to
provide context for
 Lei Li
Qtech, Ltd
April 5, 2018
Page 4

        investors. We refer you to Part I, Items 5A and 5D of Form 20-F and
Section III.B of
        SEC Release 33-8350.

Management's Discussion and Analysis of Financial Condition and Results of

Critical Accounting Policies, Judgments and Estimates

Share-based Compensation and Valuation of Our Ordinary Shares, page 82

12.     We note that management estimates that the fair value of your ordinary
shares increased
        significantly in 2018. We further note that you granted options to
purchase 2,004,725
        ordinary shares under the 2018 Equity Incentive Plan in February 2018.
Please tell us
        your consideration of disclosing the estimated fair value of your
ordinary shares through
        the date of the filing. In addition, please revise to disclose that the
estimates will not be
        necessary to determine the fair value of new awards once the underlying
ADSs begin

13.     We note that in the first quarter of 2018, Innotech Group Holdings Ltd.
entered into
        agreements to sell 4,717,235 ordinary shares to several investors, and
News Optimizer
        (BV) Ltd. entered into agreements to sell 375,000 ordinary shares to
several investors, at
        US$23.60 per share on average. Please explain in greater detail why you
believe that
        given the circumstances, the prices of these transactions are not
representative of the fair
        value of your company's ordinary shares at the respective times.

Results of Operations, page 86

14.     We note that your net revenues increased primarily due to an increase
in your advertising
        revenue from RMB57.9 million in fiscal 2016 to RMB512.9 million
(US$78.8 million) in
        fiscal 2017. We further note that you charge your advertising services
mainly on a cost-
        per-click, or CPC, basis, and in certain circumstances, on a
        impressions, or CPM, basis. Please tell us your consideration of
providing price and
        volume disclosures such as the number of paid clicks or impressions and
average cost per
        click or per thousand views for each period presented and include an
analysis of any
        trends or uncertainties. We refer you to Part I, Items 5A and 5D of
Form 20-F and
        Section III.B of SEC Release 33-8350.

Commitments, page 89

15.     Please revise to provide the accrued liabilities related to users'
loyalty programs,
        including accrued liabilities related to users' loyalty program of the
consolidated variable
        interest entity and VIE's subsidiaries without recourse to the company
of RMB
        24,508,556 and RMB 187,003,469 as of December 31, 2016 and 2017,
respectively, or
        tell us why this information is not material.
 Lei Li
Qtech, Ltd
April 5, 2018
Page 5

Industry Overview

Content Aggregators, page 96

16.     We refer to the table where you provide the competitive landscape of
China's content
        aggregator market. We note that you have listed Qutoutiao as No. 2.
Please revise to
        identify the remaining content aggregators listed in the table.

Principal Shareholders, page 134

17.     You state on page 135 that the share transfers contemplated under the
share purchase
        agreement have not been completed and the beneficial ownership table
does not reflect
        such share transfers. Please note that a person is considered to be the
"beneficial owner"
        of securities that the person has the right to acquire within 60 days
by option or other
        agreement. Refer to the General Instructions to Form 20-F. In this
regard, we note your
        disclosure that, on March 8, 2018, you entered into a definitive share
purchase agreement
        for the issuance of an aggregate of 3,684,004 series B2 convertible
redeemable preferred
        shares to several investors for an aggregate consideration of US$87.0
million, and you
        issued to an investor a warrant to purchase 211,724 series B2
convertible redeemable
        preferred shares for a consideration of US$5.0 million. Please revise
the table to reflect
        the shares or advise.

Taxation, page 158

18.     We note that you intend to file the opinions of Simpson Thacher &
Bartlett LLP
        regarding certain United States tax matters, Walkers regarding certain
Cayman Islands
        tax matters, and King & Wood Mallesons regarding certain PRC tax
matters as Exhibits
        8.1, 8.2, and 8.3, respectively. Please revise to clearly identify each
material tax
        consequence being opined upon and identify the tax counsels. For
guidance, refer to
        Section III of Staff Legal Bulletin No. 19.

Consolidated Financial Statements

Note 2. Principal Accounting Policies

(h) Short-term investments, page F-16

19.     We note that your short-term investments primarily include debt
securities issued by the
        PRC government, corporate debt securities and central bank bills.
Please tell us how
        your current disclosures satisfy the requirements in ASC 320-10-50.
Alternatively, revise
        your disclosures for short-term investments.
 Lei Li
Qtech, Ltd
April 5, 2018
Page 6

(r) User loyalty programs, page F-21

20.     We note that you offer engagement-based and referral-based awards.
Please tell us the
        amount of loyalty reward costs attributable to each of these activities
during fiscal 2017.
        Describe your consideration of recognizing the cost of users'
engagement-based rewards
        as cost of revenues in your consolidated statements of comprehensive
loss. In this regard,
        please provide us more details regarding when engagement-based rewards
are given to
        users and clarify if users' activities related to these rewards are
directly associated with a
        revenue arrangement.

21.     Please tell us how you considered whether registered users were your
customers. In this
        regard, tell us if users provide you consideration in exchange for any
goods or services.
        We note from your disclosures on page 82 that the reward redemption
options include
        paying for content or games. We also note your disclosures on page 74
        opportunities for paid content such as literature, games, animation and
comics. Please
        specifically address these arrangements. We refer you to ASC 606-10-20.

Note 6. Other assets, page F-32

22.     Please clarify the nature of your line-item "prepayments of advertising

Note 12. Share-based compensation, page F-38

23.     We note that you granted options under your share incentive plans to
the employees of
        other companies controlled by one of your co-founders. We further note
that such
        companies have provided administrative services to you, and you pay a
fee charged at
        market rate for the services received. Please explain in greater detail
why no
        compensation expense is recognized for these grants and why the fair
value of these
        options is recognized as dividends to the co-founder in full at the
grant date. Cite the
        specific accounting guidance that you relied upon.

Note 19. Subsequent events, page F-46

24.     We note that the share restriction deeds will be terminated, and any
remaining restricted
        shares will be vested upon the completion of this offering. We further
note that for
        accounting purposes, this transaction has been reflected
retrospectively similar to a
        reverse stock split, with a grant of 15,937,500 restricted shares to be
recognized in
        January 2018 at their then fair value of approximately US$128.4 million
and recognized
        as compensation expense over the vesting periods. Please revise to
clarify the vesting
        period over which you will recognize the compensation expense. In
addition, please
        clarify your plans to settle any related tax obligation associated with
these restricted
 Lei Li
Qtech, Ltd
April 5, 2018
Page 7

25.      We note that you entered into a cooperation agreement with your series
B1 Preferred
         Share investor to promote the Company's mobile application and the
investor will charge
         the Company a service fee. Please explain the terms and conditions
associated with the
         cooperation agreement as well as the amount of the service fee.

26.      We note that an investor has obtained a warrant to purchase 211,724
series B2
         convertible redeemable preferred shares for consideration of US$5
million. We further
         note that your series B2 convertible redeemable preferred shares
automatically convert
         into ordinary shares immediately upon the completion of this offering.
Please revise your
         disclosures to clarify how the warrant is impacted by the change in
capitalization upon
         the completion of the offering.

27.      Please explain when you anticipate the completion of the series B2
         redeemable preferred share issuance contemplated under the share
purchase agreement.

Item 7. Recent Sales of Unregistered Securities, page II-1

28.      We refer to your disclosure on page II-2. Please revise to name the
persons or identify the
         class of persons to whom preferred shares were issued. Refer to Item
701 of Regulation

Exhibit Index

      29. You state on page F-46 that one of your PRC entities entered into a
          agreement with a leading provider of Internet Value-added Services to
promote your
          mobile application and the provider will charge you a service fee.
Please file the
          cooperation agreement as an exhibit to the registration statement or
tell us why it is not
          material. Refer to Item 601(b)(10) of Regulation S-K.


30.      Please supplementally 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.

31.      Please supplementally provide us with copies of any graphical
materials or artwork you
         intend to use in your prospectus. Upon review of such materials, we
may have further
         comments. For guidance, refer to Question 101.02 of our Securities Act
         Compliance and Disclosure Interpretations.
 Lei Li
Qtech, Ltd
April 5, 2018
Page 8

       You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
comments on the financial statements and related matters. Please contact
Matthew Derby,
Attorney-Advisor, at (202) 551-3334 or me at (202) 551-3735 with any other


                                                       /s/ Folake Ayoola

                                                       Folake Ayoola
                                                       Special Counsel
                                                       Office of Information
                                                       Technologies and

cc:     Chris Lin, Esq.
        Simpson Thacher & Bartlett LLP