SEC Comment Letter 0000000000-23-005334 to Neo-Concept International Group Holdings Ltd (NCI)
Neo-Concept International Group Holdings Ltd
Date: May 18, 2023 · CIK: 0001916331 · Accession: 0000000000-23-005334
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo May 18, 2023 Eva Yuk Yin Siu Chairlady of the Board & CEO Neo-Concept International Group Holdings Ltd 10/F, Seaview Centre No.139-141 Hoi Bun Road Kwun Tong Kowloon, Hong Kong Re:Neo-Concept International Group Holdings Ltd Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted May 8, 2023 CIK Number 0001916331 Dear Eva Yuk Yin Siu: We have reviewed your amended 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 better 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 comments. Amended Draft Registration Statement Risk Factors If the Chinese government chooses to exert more oversight and control over offerings..., page 19 1.We note your disclosure on page 20 that you understand that the Group is not required to complete filing procedures with the CSRC. Please revise to expand your disclosure here and on the cover page to provide support for this conclusion. Noting your statement on page 128 that certain legal matters as to Hong Kong law will be passed upon for you by CFN Lawyers, please address whether you have reached your conclusion based on
FirstName LastNameEva Yuk Yin Siu Comapany NameNeo-Concept International Group Holdings Ltd May 18, 2023 Page 2 FirstName LastName Eva Yuk Yin Siu Neo-Concept International Group Holdings Ltd May 18, 2023 Page 2 discussions with counsel. In addition, please have CFN Lawyers file an opinion regarding Hong Kong legal matters. Related Party Transactions, page 93 2.We note your response to comment 1 and reissue. Please update your disclosure to reflect any transactions with related parties up to the date of the prospectus. Refer to Part I, Item 4.a. of Form F-1 and Part I, Item 7.B. of Form 20-F. You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
May 18, 2023
Eva Yuk Yin Siu
Chairlady of the Board & CEO
Neo-Concept International Group Holdings Ltd
10/F, Seaview Centre
No.139-141 Hoi Bun Road
Kwun Tong
Kowloon, Hong Kong
Re:Neo-Concept International Group Holdings Ltd
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted May 8, 2023
CIK Number 0001916331
Dear Eva Yuk Yin Siu:
We have reviewed your amended 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 better 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
comments.
Amended Draft Registration Statement
Risk Factors
If the Chinese government chooses to exert more oversight and control over offerings..., page 19
1.We note your disclosure on page 20 that you understand that the Group is not required to
complete filing procedures with the CSRC. Please revise to expand your disclosure here
and on the cover page to provide support for this conclusion. Noting your statement on
page 128 that certain legal matters as to Hong Kong law will be passed upon for you by
CFN Lawyers, please address whether you have reached your conclusion based on
FirstName LastNameEva Yuk Yin Siu
Comapany NameNeo-Concept International Group Holdings Ltd
May 18, 2023 Page 2
FirstName LastName
Eva Yuk Yin Siu
Neo-Concept International Group Holdings Ltd
May 18, 2023
Page 2
discussions with counsel. In addition, please have CFN Lawyers file an opinion regarding
Hong Kong legal matters.
Related Party Transactions, page 93
2.We note your response to comment 1 and reissue. Please update your disclosure to reflect
any transactions with related parties up to the date of the prospectus. Refer to Part I, Item
4.a. of Form F-1 and Part I, Item 7.B. of Form 20-F.
You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing