SEC Comment Letter 0000000000-23-004864 to Ping An Biomedical Co., Ltd. (PASW)
Ping An Biomedical Co., Ltd.
Date: May 9, 2023 · CIK: 0001897532 · Accession: 0000000000-23-004864
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271502
Letter
United States securities and exchange commission logo May 9, 2023 Suqin Li Chief Executive Officer Majestic Ideal Holdings Ltd 22/F, China United Plaza 1002-1008, Tai Nan West Street Cheung Sha Wan, Kowloon, Hong Kong Re:Majestic Ideal Holdings Ltd Registration Statement on Form F-1 Filed April 28, 2023 File No. 333-271502 Dear Suqin Li: We have reviewed your 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. Registration Statement on Form F-1 filed April 28, 2023 Exhibits 1.Please have counsel clarify the reference to "all parties" in items (6) and (7) on page 3 of the opinion filed as exhibit 99.5 to instead refer to all parties other than the PRC Subsidiary. 2.We note the language in the second to the last paragraph of the opinion filed as exhibit 99.5, which states that the opinion "is given for the benefit of the addressee hereof" and the reference to "apart from SEC." Disclaimers of responsibility that in any way state or imply that investors are not entitled to rely on the opinion, or other limitations on whom may rely on the opinion, are unacceptable. Delete this disclaimer from the opinion.
FirstName LastNameSuqin Li Comapany NameMajestic Ideal Holdings Ltd May 9, 2023 Page 2 FirstName LastName Suqin Li Majestic Ideal Holdings Ltd May 9, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 if you have questions regarding comments on the financial statements and related matters. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Lawrence S. Venick, Esq.
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United States securities and exchange commission logo
May 9, 2023
Suqin Li
Chief Executive Officer
Majestic Ideal Holdings Ltd
22/F, China United Plaza
1002-1008, Tai Nan West Street
Cheung Sha Wan, Kowloon, Hong Kong
Re:Majestic Ideal Holdings Ltd
Registration Statement on Form F-1
Filed April 28, 2023
File No. 333-271502
Dear Suqin Li:
We have reviewed your 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.
Registration Statement on Form F-1 filed April 28, 2023
Exhibits
1.Please have counsel clarify the reference to "all parties" in items (6) and (7) on page 3 of
the opinion filed as exhibit 99.5 to instead refer to all parties other than the PRC
Subsidiary.
2.We note the language in the second to the last paragraph of the opinion filed as exhibit
99.5, which states that the opinion "is given for the benefit of the addressee hereof" and
the reference to "apart from SEC." Disclaimers of responsibility that in any way state or
imply that investors are not entitled to rely on the opinion, or other limitations on whom
may rely on the opinion, are unacceptable. Delete this disclaimer from the opinion.
FirstName LastNameSuqin Li
Comapany NameMajestic Ideal Holdings Ltd
May 9, 2023 Page 2
FirstName LastName
Suqin Li
Majestic Ideal Holdings Ltd
May 9, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Lawrence S. Venick, Esq.