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SEC Comment Letter 0000000000-25-002844 to J-Long Group Ltd (JL)

J-Long Group Ltd
Date: March 14, 2025 · CIK: 0001948436 · Accession: 0000000000-25-002844

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File numbers found in text: 001-41901

Date
March 14, 2025
Author
Division of
Form
UPLOAD
Company
J-Long Group Ltd

Letter

Re: J-Long Group Ltd. Form 20-F for Fiscal Year Ended March 31, 2024 File No. 001-41901 Dear Martha Tang:

March 14, 2025

Martha Tang Chief Financial Officer J-Long Group Ltd. Flat F, 8/F, Houston Industrial Building 32-40 Wang Lung Street, Tsuen Wan New Territories, Hong Kong

We have reviewed your filing and have the following comment(s).

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 20-F for Fiscal Year Ended March 31, 2024 Item 3. Key Information, page 1

1. It appears that all of your operations are conducted in Hong Kong. To the extent the Division of Corporation Finance s Sample Letter to China-Based Companies, issued by the Staff in December 2021, requests disclosure on the prospectus cover page or in the prospectus summary, please provide such disclosure in a separate section at the beginning of Item 3 of Form 20-F; in addition, please include a discussion of the transfer of cash within the company in Item 5 of Form 20-F. We do not intend to pay dividends for the foreseeable future, page 26

2. Please revise to acknowledge that the Board of Directors has complete discretion to declare and distribute dividends, and that they have done so in the past, despite initial plans in the alternative, for example the dividends paid after your initial public offering. If true, please revise to acknowledge that the Board of Directors may make similar decisions in the future and describe any risks to investors. March 14, 2025 Page 2 Item 15. Controls and Procedures, page 103

3. We note that your disclosure controls and procedures were effective for the year ended March 31, 2024. We also note that your internal control over financial reporting was not effective and that you have a material weakness. SEC Release No. 33-8238 Section II, D states [w]e agree that some components of internal control over financial reporting will be included in disclosure controls and procedures for all companies. In particular, disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles." The deficient controls identified in your material weakness disclosure appear to relate to an aspect of internal control over financial reporting that is also a part of disclosure controls and procedures. Please revise to conclude that your disclosure controls and procedures were not effective, or explain why your conclusions are appropriate.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have questions regarding comments on the financial statements and related matters. Please contact Rucha Pandit at 202-551-6022 or Cara Wirth at 202-551-7127 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Edwin Wong

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Martha Tang
Chief Financial 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.
 Form 20-F for Fiscal Year Ended March 31, 2024
 File No. 001-41901
Dear Martha Tang:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended March 31, 2024
Item 3. Key Information, page 1

1. It appears that all of your operations are conducted in Hong Kong. To
the extent the
 Division of Corporation Finance s Sample Letter to China-Based
Companies, issued
 by the Staff in December 2021, requests disclosure on the prospectus
cover page or in
 the prospectus summary, please provide such disclosure in a separate
section at the
 beginning of Item 3 of Form 20-F; in addition, please include a
discussion of the
 transfer of cash within the company in Item 5 of Form 20-F.
We do not intend to pay dividends for the foreseeable future, page 26

2. Please revise to acknowledge that the Board of Directors has complete
discretion to
 declare and distribute dividends, and that they have done so in the
past, despite initial
 plans in the alternative, for example the dividends paid after your
initial public
 offering. If true, please revise to acknowledge that the Board of
Directors may make
 similar decisions in the future and describe any risks to investors.
 March 14, 2025
Page 2
Item 15. Controls and Procedures, page 103

3. We note that your disclosure controls and procedures were effective for
the year
 ended March 31, 2024. We also note that your internal control over
financial reporting
 was not effective and that you have a material weakness. SEC Release No.
33-8238
 Section II, D states [w]e agree that some components of internal
control over
 financial reporting will be included in disclosure controls and
procedures for all
 companies. In particular, disclosure controls and procedures will
include those
 components of internal control over financial reporting that provide
reasonable
 assurances that transactions are recorded as necessary to permit
preparation of
 financial statements in accordance with generally accepted accounting
 principles." The deficient controls identified in your material weakness
disclosure
 appear to relate to an aspect of internal control over financial
reporting that is also a
 part of disclosure controls and procedures. Please revise to conclude
that your
 disclosure controls and procedures were not effective, or explain why
your
 conclusions are appropriate.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Edwin Wong
</TEXT>
</DOCUMENT>