SEC Comment Letter 0000000000-23-002708 to Roma Green Finance Ltd (ROMA)
Roma Green Finance Ltd
Date: March 17, 2023 · CIK: 0001945240 · Accession: 0000000000-23-002708
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United States securities and exchange commission logo March 17, 2023 King Yip Cheng Chairman, Executive Director and Chief Executive Officer Roma Green Finance Limited Flat 605, 6/F., Tai Tung Building 8 Fleming Road Wanchai, Hong Kong Re:Roma Green Finance Ltd Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted March 3, 2023 CIK No. 0001945240 Dear King Yip Cheng: We have reviewed your amended draft registration statement and have the following comment. In our comment, 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 comment applies 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 this comment and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 4 to Draft Registration Statement on Form F-1 submitted March 3, 2023 Recent Regulatory Developments in the PRC, page 14 1.We note your revisions in response to comment three. However, we note that in the first sentence of the paragraph at the top of page 16, counsel opines that you are not subject to permission requirements from the CSRC, the CAC or any other entity that is "required to approve of [y]our Hong Kong Subsidiary' operations." Please revise so that the opinion of counsel covers whether you are required to obtain approval of the CSRC or CAC, or any other entity, to offer the securities being registered to foreign investors. While we note that you later say that it is the opinion of counsel you are not required to obtain any pre- approval from Chinese authorities to list on a U.S. stock exchange, you also say that you
FirstName LastNameKing Yip Cheng Comapany NameRoma Green Finance Limited March 17, 2023 Page 2 FirstName LastName King Yip Cheng Roma Green Finance Limited March 17, 2023 Page 2 do not believe that you are required to seek approval from the CSRC, the CAC or any other governmental entity to offer the securities being registered. Please revise this section to clarify what precisely counsel is opining on. Please also revise your disclosure here, and elsewhere that you discuss permissions and approvals, to reflect the new regulations released by the CSRC on February 17, 2023 and indicate whether you are subject to such regulations. You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Celia Velletri
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United States securities and exchange commission logo
March 17, 2023
King Yip Cheng
Chairman, Executive Director and Chief Executive Officer
Roma Green Finance Limited
Flat 605, 6/F., Tai Tung Building
8 Fleming Road
Wanchai, Hong Kong
Re:Roma Green Finance Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted March 3, 2023
CIK No. 0001945240
Dear King Yip Cheng:
We have reviewed your amended draft registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted March 3, 2023
Recent Regulatory Developments in the PRC, page 14
1.We note your revisions in response to comment three. However, we note that in the first
sentence of the paragraph at the top of page 16, counsel opines that you are not subject to
permission requirements from the CSRC, the CAC or any other entity that is "required to
approve of [y]our Hong Kong Subsidiary' operations." Please revise so that the opinion of
counsel covers whether you are required to obtain approval of the CSRC or CAC, or any
other entity, to offer the securities being registered to foreign investors. While we note
that you later say that it is the opinion of counsel you are not required to obtain any pre-
approval from Chinese authorities to list on a U.S. stock exchange, you also say that you
FirstName LastNameKing Yip Cheng
Comapany NameRoma Green Finance Limited
March 17, 2023 Page 2
FirstName LastName
King Yip Cheng
Roma Green Finance Limited
March 17, 2023
Page 2
do not believe that you are required to seek approval from the CSRC, the CAC or any
other governmental entity to offer the securities being registered. Please revise this
section to clarify what precisely counsel is opining on. Please also revise your disclosure
here, and elsewhere that you discuss permissions and approvals, to reflect the new
regulations released by the CSRC on February 17, 2023 and indicate whether you are
subject to such regulations.
You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Celia Velletri