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April 5, 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. 5 to Draft Registration Statement on Form F-1
Submitted March 28, 2023
CIK No. 0001945240
Dear King Yip Cheng:
            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.
Amendment No. 5 to Draft Registration Statement on Form F-1 submitted March 28, 2023
Recent Regulatory Development in the PRC, page 14
1.We note your revisions in response to comment one, including regarding the Trial
Administrative Measures of Overseas Offering and Listing by Domestic Companies, or
Trial Administrative Measures. In this regard, we note that you do not believe you are
subject to the Trial Administrative Measures, including due to all of your operations being
conducted by your Hong Kong and Singapore operating subsidiaries. Please expand your
disclosure to discuss why you do not believe you would be considered a domestic PRC
company pursuant to the CSRC standards for determining an indirect offering or listing.
We note that Hong Kong is considered a special administrative region of the PRC but may

 FirstName LastNameKing Yip Cheng
 Comapany NameRoma Green Finance Limited
 April 5, 2023 Page 2
 FirstName LastName
King Yip Cheng
Roma Green Finance Limited
April 5, 2023
Page 2
be subject to the same legal and operations risks associated with operating in the PRC.
Further, please clarify if your senior managers in charge of your business operations and
management are mostly citizens of the PRC or domiciled in mainland China. We note that
in your response that you state that you do not employ any "PRC natural person." Please
include this disclosure, as well as your disclosure stating that in the opinion of your PRC
legal counsel, you are not subject to permission requirements from the CSRC, in each
place that you discuss the Trial Administrative Measures. Please also name your PRC
counsel in the disclosure and file the consent of such counsel.
2.We note your disclosure regarding the Trial Administrative Measures, including the
approval and promulgation of these regulations by the CSRC on February 17, 2023 and
your response that in the opinion of PRC legal counsel you would not be deemed an
"indirect overseas issuance and listing." Please further revise your disclosure as follows:
•With respect to the Trial Administrative Measures, please elaborate on the type of
sanctions that you might be subject to (quantify such sanctions if possible) and
disclose who and/or which entity(ies) would be subject to such sanctions if you were
deemed to be subject to the Trial Administrative Measures.
•Please disclose whether your offering is effectively contingent upon complying with
the Trial Administrative Measures and receiving CSRC approval. If it is not, please
explain the consequences of listing and being declared effective and then
subsequently failing to comply with the Trial Administrative Measures and/or being
denied CSRC approval. Please revise to quantify any fines, penalties, or sanctions,
and clarify who or which entity(ies) would be subject to such fines, penalties, or
sanctions. If delisting is a potential consequence, please revise to state as much,
disclose the impact on the value of your shares, and update your risk factors
accordingly to reflect all material risks to investors.
            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