SEC Comment Letter 0000000000-23-012647 to J-Long Group Ltd (JL)
J-Long Group Ltd
Date: Nov. 17, 2023 · CIK: 0001948436 · Accession: 0000000000-23-012647
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275077
Letter
United States securities and exchange commission logo November 17, 2023 Edwin Chun Yin Wong Chief Executive Officer J-Long Group Ltd Flat F, 8/F, Houston Industrial Building 32-40 Wang Lung Street, Tsuen Wan New Territories, Hong Kong Re:J-Long Group Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed November 9, 2023 File No. 333-275077 Dear Edwin Chun Yin Wong: 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.1 to Registration Statement on Form F-1 Prospectus Summary Corporate History and Structure, page 3 1.In Note 14 on page F-29, you disclose you effected a stock split whereby each 3 issued and outstanding ordinary shares were divided into 8 ordinary shares on November 8, 2023, and revised the consolidated balance sheets and consolidated statements of changes in shareholders' equity to reflect such a stock split. However, you disclose here you had a stock split "at a ratio of 3-for-8." It appears it should be described "at a ratio of 8-for-3" as it is a stock split and not a reverse stock split. Please revise here and on pages 63 and F- 33.
FirstName LastNameEdwin Chun Yin Wong Comapany NameJ-Long Group Ltd November 17, 2023 Page 2 FirstName LastName Edwin Chun Yin Wong J-Long Group Ltd November 17, 2023 Page 2 The Offering, page 20 2.You disclose you are offering 1,400,000 ordinary shares with a par value of US$0.0001 per share. Given the share split of your ordinary shares occurred on November 8, 2023, please revise the par value to reflect the latest par value of US$0.0000375 per share here and in other relevant sections throughout the filing. Notes to Consolidated Financial Statements 18. Subsequent Events, page F-33 3.We note that you have effected a 8-for-3 stock split on November 8, 2023 and that your historical financial statements have been retroactively adjusted to reflect the stock split. Please ensure that your independent auditor revises its report on page F-2 to reference the stock split and dual dates its opinion in accordance with PCAOB AS 3110.05 and provide an updated consent to reflect the revised audit report. Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Virginia Tam
Show Raw Text
United States securities and exchange commission logo
November 17, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re:J-Long Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 9, 2023
File No. 333-275077
Dear Edwin Chun Yin Wong:
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.1 to Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 3
1.In Note 14 on page F-29, you disclose you effected a stock split whereby each 3 issued
and outstanding ordinary shares were divided into 8 ordinary shares on November 8,
2023, and revised the consolidated balance sheets and consolidated statements of changes
in shareholders' equity to reflect such a stock split. However, you disclose here you had a
stock split "at a ratio of 3-for-8." It appears it should be described "at a ratio of 8-for-3" as
it is a stock split and not a reverse stock split. Please revise here and on pages 63 and F-
33.
FirstName LastNameEdwin Chun Yin Wong
Comapany NameJ-Long Group Ltd
November 17, 2023 Page 2
FirstName LastName
Edwin Chun Yin Wong
J-Long Group Ltd
November 17, 2023
Page 2
The Offering, page 20
2.You disclose you are offering 1,400,000 ordinary shares with a par value of US$0.0001
per share. Given the share split of your ordinary shares occurred on November 8, 2023,
please revise the par value to reflect the latest par value of US$0.0000375 per share here
and in other relevant sections throughout the filing.
Notes to Consolidated Financial Statements
18. Subsequent Events, page F-33
3.We note that you have effected a 8-for-3 stock split on November 8, 2023 and that your
historical financial statements have been retroactively adjusted to reflect the stock split.
Please ensure that your independent auditor revises its report on page F-2 to reference the
stock split and dual dates its opinion in accordance with PCAOB AS 3110.05 and
provide an updated consent to reflect the revised audit report.
Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Virginia Tam