SecProbe.io

United States securities and exchange commission logo
February 16, 2024
Wing Wah Cheng
Chief Executive Officer
Samfine Creation Holdings Group Limited
Flat B, 8/F, Block 4
Kwun Tong Industrial Centre
436-446 Kwun Tong Road
Kwun Tong, Kowloon
Hong Kong
Re:Samfine Creation Holdings Group Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed February 8, 2024
File No. 333-275498
Dear Wing Wah Cheng:
            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.
Amendment No. 3 to Form F-1
General
1.We note the changes you made to your disclosure appearing on the cover page, Summary,
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was filed on December
8, 2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering

 FirstName LastNameWing Wah Cheng
 Comapany NameSamfine Creation Holdings Group Limited
 February 16, 2024 Page 2
 FirstName LastName
Wing Wah Cheng
Samfine Creation Holdings Group Limited
February 16, 2024
Page 2
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also sought specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance
notice. We do not believe that your revised disclosure referencing the PRC government’s
intent to strengthen its regulatory oversight conveys the same risk. Please restore your
disclosures in these areas to the disclosures as they existed in the registration statement as
of December 8, 2023.
Management
Compensation of Directors and Executive Officers, page 125
2.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2023.
            Please contact Beverly Singleton at 202-551-3328 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ying Li