SecProbe.io

July 17, 2024
Ting Kin Cheung
Chief Executive Officer
Plutus Financial Group Limited
8/F, 80 Gloucester Road
Wan Chai, Hong Kong
Re:Plutus Financial Group Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed June 21, 2024
File No. 333-276791
Dear Ting Kin Cheung:
            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 March 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Our Revenue Model
Plutus Securities
Securities Dealing and Brokerage Services, page 4
1.We note your disclosure on page 4 quantifying revenues from underwriting and placing
services during 2022 and 2023. Please revise your disclosure, here and elsewhere as
appropriate, to also clarify and quantify the extent to which you had any sub-underwriting
or sub-placing revenues.
2.With regards to your underwriting and placement business, please revise your disclosures
to indicate whether you market and sell/cross-sell the related instruments within the
context of your asset management and advisory business.

July 17, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for Fiscal Years Ended December 31, 2022 and 2023
Revenues, page 60
3.Please revise your disclosures to address the reason(s) for: (i) the significant increase in
placing services weighted average commission rates, which appear to have risen from .3%
in fiscal 2022 to 14% in fiscal 2023; and (ii) the significant decrease in placing proceeds,
which declined from $160 million in fiscal 2022 to $8 million in fiscal 2023.
4.As it relates to fund subscription and management fees, please revise your disclosure to
specify the rates charged on the Discretionary accounts and the Funds for the periods
presented. In addition, noting your disclosure that the decrease in asset management fees
year-over-year was the result of the decline in the rate charged to funds, revise your
disclosures to address the reason(s) for the rate decrease.
Operating Expenses, page 63
5.We note that investments procured by account executives increased from HK$267 million
in 2022 to HK$273 million in 2023, but associated revenue generated from those
investments declined from HK$7 million to HK$3 million. We also note your disclosure
that commissions paid to account executives is based on investment amounts of investors,
and that commission amounts in 2023 declined from the prior year. Please enhance your
disclosures to provide more detail regarding the types of investments procured, average
commission rates earned by you during the periods presented, and how changes in
investments procured and associated revenue link to and affect the level of commissions
paid.
We note the expected credit losses of HK$10.944 million recorded during fiscal 2023.
Please revise your disclosures, here or elsewhere, as appropriate, to address the items
below.
•Provide additional detail regarding the timing of the events and circumstances that
resulted in you recording the expected credit loss amount during the last six months
of fiscal 2023.
•Disclose whether you received additional listed share collateral to satisfy margin calls
prior to collateral liquidation and whether you liquidated the collateral and received
resulting funds directly (rather than customers doing so).
•Discuss the extent to which other customers had the same collateral security and
whether these customers were required to post additional collateral to meet margin
requirements.
•Describe how you determined the specific credit loss amount recorded. Include, but
do not limit your disclosure to, a discussion of the extent to which any funds received
or expected from (i) personal guarantees due to collateral shortfalls or (ii) sale of
listed share collateral impacted the amount of expected credit loss recorded.
•Indicate, here and elsewhere as appropriate, whether there are any delinquencies in
regard to the margins loans held, and, if so, provide an aging analysis.
•Disclose the general proportion of collateralization provided by securities, other
assets, and personal guarantees for your margin loans.
Quantify and discuss the level of funds, if any, received from personal guarantees due •6.

July 17, 2024
Page 3
to collateral shortfalls on the margin lending activities for the periods presented.
•Clarify whether a brokerage customer still has access to new margin loans if you have
recorded a credit loss on an outstanding margin loan for that customer.
•Disclose the amount of accrued interest receivable written off and included in the
credit loss amount recorded.
Related Party Transactions
Amounts due from related parties, page 114
7.We note your disclosure regarding the special dividend made in 2023 to offset the amount
due from Mr. Zhao. We also note that your previous amendments stated that this balance
would be settled by cash repayment from Mr. Zhao upon listing ( e.g., page F-22 of the
prior amendment). Please revise your disclosures, here or elsewhere as appropriate, to
address the items below.
•Explain why you chose to forgive this amount through special dividend, rather than
receiving cash payment.
•Disclose whether you expect any other advances or loans to be settled by dividend.
•Noting that your cash flow disclosures and the statement of cash flows show activity
related to advances to a related party, clarify whether any other advances to a related
party were outstanding at December 31, 2023. If so, specify to whom such advances
were made and how you expect them to be settled.
Consolidated Statements of Changes in Shareholders' Equity, page F-5
8.We note that you had dividends that reduced the amounts due from Mr. Zhao in 2022 and
in 2023. In the fiscal period ended December 31, 2022, you appear to have reflected the
"dividends made through reduction in amount due from the shareholder" as a reduction of
retained earnings. In the fiscal period ended December 31, 2023, you appear to have
reflected the same type of dividend, to the same individual and for the same purpose, as
solely a reduction to additional paid-in capital, rather than reducing retained earnings to
zero first. Please provide us with a thorough accounting analysis explaining why you used
different approaches for these dividends. Include specific references to accounting
guidance you relied upon that supports your accounting treatment.
            Please contact Marc Thomas at 202-551-3452 or Cara Lubit at 202-551-5909 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sonia Bednarowski at 202-551-3666 or Jessica Livingston at 202-551-3448 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance