SEC Comment Letter 0000000000-23-011760 to Ping An Biomedical Co., Ltd. (PASW)
Ping An Biomedical Co., Ltd.
Date: Oct. 26, 2023 · CIK: 0001897532 · Accession: 0000000000-23-011760
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271502
Letter
United States securities and exchange commission logo October 26, 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 Amendment No. 3 to Registration Statement on Form F-1 Filed October 20, 2023 File No. 333-271502 Dear Suqin Li: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 13, 2023 letter. Amendment No. 3 to Registration Statement on Form F-1 filed October 20, 2023 General 1.We note your response to prior comment 1 and we reissue the comment. Please amend to provide the information summarized and requested in the prior comment.
Dilution, page 44 2.Your revised disclosures in response to prior comment 2 indicate that your intangible assets include deferred IPO costs, right-of-use assets and deferred tax assets and are therefore excluded from net tangible book value. It appears as though your net tangible book value as currently presented does not exclude your right-of-use assets of RMB 712,011. Please revise.
FirstName LastNameSuqin Li Comapany NameMajestic Ideal Holdings Ltd October 26, 2023 Page 2 FirstName LastName Suqin Li Majestic Ideal Holdings Ltd October 26, 2023 Page 2 3.In a related matter, your current presentation lists your net tangible book value in USD with the $, however, your calculated value is actually from your March 31, 2023 balance sheet in RMB. In addition, your net tangible book value per share is presented according to the USD figures. Please revise to present your net tangible book value in U.S. Dollars to align with your net tangible book value per share. Compensation of Directors and Executive Officers, page 93 4.Please update the disclosure in this section to include compensation information for the most recently completed fiscal year. Financial Statements, page F-1 5.We note this registration statement is your initial public offering. In this regard, your audited financial statements must be no more than 12 months old at the time of filing and upon the effectiveness of the registration statement unless you are able to represent the you are not required to comply with the 12 month requirement in any other jurisdiction outside the United States and that complying with the 12 month requirement is impracticable or involves undue hardship in which case the last year of audited financial statements may not be older than 15 months at the time of offering. If applicable, your representation should be filed as an exhibit to the registration statements. Refer to the Instructions to Item 8.A.4 of Form 20-F. Please 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
October 26, 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
Amendment No. 3 to Registration Statement on Form F-1
Filed October 20, 2023
File No. 333-271502
Dear Suqin Li:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 13, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed October 20, 2023
General
1.We note your response to prior comment 1 and we reissue the comment. Please amend to
provide the information summarized and requested in the prior comment.
Dilution, page 44
2.Your revised disclosures in response to prior comment 2 indicate that your intangible
assets include deferred IPO costs, right-of-use assets and deferred tax assets and are
therefore excluded from net tangible book value. It appears as though your net tangible
book value as currently presented does not exclude your right-of-use assets of RMB
712,011. Please revise.
FirstName LastNameSuqin Li
Comapany NameMajestic Ideal Holdings Ltd
October 26, 2023 Page 2
FirstName LastName
Suqin Li
Majestic Ideal Holdings Ltd
October 26, 2023
Page 2
3.In a related matter, your current presentation lists your net tangible book value in USD
with the $, however, your calculated value is actually from your March 31, 2023 balance
sheet in RMB. In addition, your net tangible book value per share is presented according
to the USD figures. Please revise to present your net tangible book value in U.S. Dollars
to align with your net tangible book value per share.
Compensation of Directors and Executive Officers, page 93
4.Please update the disclosure in this section to include compensation information for the
most recently completed fiscal year.
Financial Statements, page F-1
5.We note this registration statement is your initial public offering. In this regard, your
audited financial statements must be no more than 12 months old at the time of filing and
upon the effectiveness of the registration statement unless you are able to represent the
you are not required to comply with the 12 month requirement in any other jurisdiction
outside the United States and that complying with the 12 month requirement is
impracticable or involves undue hardship in which case the last year of audited financial
statements may not be older than 15 months at the time of offering. If applicable, your
representation should be filed as an exhibit to the registration statements. Refer to the
Instructions to Item 8.A.4 of Form 20-F.
Please 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.