SecProbe.io

CORRESP
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filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
SOUTH YOSEMITE STREET, SUITE 350

GREENWOOD
VILLAGE, CO 80111

TELEPHONE:
+1-303-292-3883

FACSIMILE:
+1-303-648-5663

Email:
hfs@schlueterintl.com

June
25, 2024

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Rebekah Reed

    Re:

    Roma
                                            Green Finance Ltd

    Registration
    Statement on Form F-1

    Filed
    on June 7, 2024

    File
    No. 333-280070

Dear
Ms. Reed,

Please
accept this letter as the response of Roma Green Finance Ltd (“Registrant” or “Company”) to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form F-1 filed with the Commission on June 7, 2024 (the “Registration
Statement”). The Company is concurrently filing with the Commission Amendment No. 1 to the Registration Statement (the “Revised
Registration Statement”), which includes changes in response to the Staff’s comments.

For
your convenience, the comment has been reproduced below, followed by the Registrant’s response.

Registration
Statement on Form F-1 filed June 7, 2024

Cover
Page

1.
We note that you have omitted certain disclosure from your prospectus cover page that was provided in your Registration Statement on
Form F-1, File No. 333-272555, in response to the guidance in the Sample Letters to China-Based Companies. For example, prominent
disclosure regarding the legal and operational risks of operating in Hong Kong and a discussion of the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, has been removed. We note that you still maintain
operations in Hong Kong, and it is unclear to us that there have been changes in the regulatory environment in the PRC and/or Hong
Kong warranting the elimination of this disclosure. Therefore, please restore on the prospectus cover page all of the disclosure
responsive to the Sample Letters to China-Based Companies, updated as appropriate, that was provided on the prospectus cover page in
the above-referenced registration statement.

Response:

The
Company has restored the appropriate disclosure regarding the he legal and operational risks of operating in Hong Kong and a discussion
of the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023. Specifically, the Company
has included the following disclosures on the Cover Page of the registration statement:

“There
are significant legal and operational risks associated with being based in or having the majority of operations in Hong Kong, including
that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States,
or Chinese or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Further,
the Chinese government may disallow our current corporate structure, which would likely result in a material change in our Operating
Subsidiaries’ operations and/or a material change in the value of the Ordinary Shares being registered in this Offering and it
could cause the value of such securities to significantly decline or become worthless. Recently, the PRC government initiated a series
of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice,
including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas,
adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. No effective
laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”)
or any other PRC governmental authorities for the Company’s overseas listing plan, nor has the Company or any of the Operating
Subsidiaries received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRC
governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official
guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new
laws and regulations will have on the Company’s daily business operation, the ability to accept foreign investments and list on
an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities
to investors, and could cause the value of our securities to significantly decline or become worthless. See “Prospectus Summary
- Recent Regulatory Development in the PRC” beginning on page 14 and “Risk Factors – Risks Relating to Doing Business
in Hong Kong - We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that
are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations
could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to
offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.”
beginning on page 28.

On
February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31,
2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly,
shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following
their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures
or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative
penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly
in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the
issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas
offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets
or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic
companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of
business are located in mainland China, or the majority of its senior management team in charge of its business operations and management
are PRC citizens or have their usual place(s) of residence located in mainland China. In such circumstances, where a PRC domestic company
is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity
responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing
in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

Based
on the above mentioned, given that (i) the Company currently does not have, nor do it currently intend to establish, any subsidiary nor
plan to enter into any contractual arrangements to establish a VIE structure with any entity in the PRC; (ii) it is not controlled by
any PRC entity or individual; (iii) it does not have any operation in the PRC, nor does it have any partnership or cooperation with any
PRC entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset,
in the PRC; (v) none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled
in mainland China; and (vi) no revenue of the Company is generated from the PRC , this offering shall not be deemed as a domestic enterprise
that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC.

Further,
in the opinion of our PRC legal counsel, Guangdong Wesley Law Firm, the Company is not considered a domestic enterprise under the Trial
Measures and the Trial Measures do not apply to the Company and does not require fulfilling the filing procedure to the CSRC. However,
there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us,
or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with
retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this offering. If we or our Operating Subsidiaries
inadvertently conclude that such approvals are not required, we may be required to make corrections, be given a warning, be fined between
RMB 1 million and RMB 10 million, warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5
million, fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million, prevent the Company from entering
the securities market and our ability to offer or continue to offer our Ordinary Shares to investors could be significantly limited or
completed hindered, which could cause the value of our Ordinary Shares to significantly decline or become worthless. Our Group may also
face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our
operations in the PRC, limit our ability to pay dividends outside of China, limit our operations in the PRC, delay or restrict the repatriation
of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial
condition, results of operations and prospects, as well as the trading price of our securities.

The
Holding Foreign Companies Accountable Act (“HFCA Act”) was enacted on December 18, 2020. The HFCA Act states if the SEC determines
that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public
Company Accounting Oversight Board of the United States (the “ PCAOB”) for three consecutive years beginning in 2021, the
SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading
market in the United States. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and
signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA
Act from three years to two years. Our predecessor auditor, KCCW, the independent registered public accounting firm that issued the audit
report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with
the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess KCCW’s compliance
with applicable professional standards. The Company appointed JSA effective from March 8, 2024 as the Company’s auditors. JSA is
headquartered in Malaysia and is a firm registered with the PCAOB and has been inspected by the PCAOB on a regular basis, with the last
inspection in January 2024.

Therefore,
we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations (as defined below). See “Risk
Factors — Risks Relating to Doing Business in Hong Kong — The PCAOB’s HFCAA Determination Report dated December 16,
2021, that the Board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong
Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in China or Hong
Kong (“the Determination”) could result in the prohibition of trading in our securities by not being allowed to list on a
U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our
investors” on page ____.

On
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S law. It includes three provisions
that, if abided by, would grant the PCAOB complete access for the first time: (1) the PCAOB has sole discretion to select the firms,
audit engagements and potential violations it inspects and investigates – without consultation with, nor input from, Chinese authorities;
(2) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and
for the PCAOB to retain information as needed; and (3) the PCAOB has direct access to interview and take testimony from all personnel
associated with the audits the PCAOB inspects or investigates. On December 15, 2022, the PCAOB announced that it has completed a test
inspection of two selected auditing firms in mainland China and Hong Kong and has voted to vacate its previous Determination report,
which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based
in mainland China or Hong Kong. However, if in the future the PCAOB is prohibited from conducting complete inspections and investigations
of PCAOB-registered public accounting firms in mainland China and Hong Kong, then the companies audited by those registered public accounting
firms could be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act. There can be no assurance that China will abide
by the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic
of China and that on-site inspections and investigations of firms headquartered in mainland China and Hong Kong will occur and allows
for full and timely access to information.”

The
Company respectfully requests the Staff’s assistance in completing its review of the Revised Registration Statement as soon as
possible and, with the Staff’s consent, would like to submit an acceleration request for Thursday, June 27, 2024. If you have any
questions regarding the foregoing or desire further information or clarification, please do not hesitate to contact the undersigned at
(303) 868-3382.

Thank
you for your review.

    Very
    truly yours,

    /s/
    Henry F. Schlueter

    Henry
    F. Schlueter

    C:

    Roma
    Green Finance Limited