Correspondence 0001213900-23-089289 from J-Long Group Ltd (JL)
J-Long Group Ltd
Date: Nov. 21, 2023 · CIK: 0001948436 · Accession: 0001213900-23-089289
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275077
Referenced dates: November 17, 2023
Letter
November 21, 2023
Via Edgar
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Stephen Kim
Linda Cvrkel
Rucha Pandit
Donald Field
Re:
J-Long Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed November 9, 2023
File No. 333-275077
Ladies and Gentlemen:
On behalf of our client, J-Long Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated November 17, 2023 on the Company’s registration statement on Form F-1 submitted on November 9, 2023. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments from its letters dated November 17, 2023 is repeated below in bold and followed by the Company’s responses. We have included page numbers to refer to the location in the Revised Registration Statement where the language addressing the comments appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
K&L GATES, SOLICITORS
44th Floor Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong
高蓋茨律師事務所 香港中環皇后大道中15號 置地廣場公爵大廈44樓
T +852 2230 3500 F +852 2511 9515 klgates.com
Partners
Neil CAMPBELL 甘寶靈
William Z. HO 何志淵
Carolyn H.L. SNG 孫慧蓮
Christopher TUNG 董彥華
Michael K.S. CHAN 陳國淳
Jay J. LEE 李再浩
Virginia M.L. TAM 譚敏亮
Frank VOON 溫匯源
Sacha M. CHEONG 文錦明
Iris M.K. LEUNG 梁美琪
Choo Lye TAN 陳珠萊
Sook Young YEU 呂淑榮
Jay C. CHIU 邱志藩
Scott D. PETERMAN 畢德民
Vincent S.K. TSO 曹紹基
Eugene Y.C. YEUNG 楊睿知
Registered Foreign Lawyer (PRC)
Amigo L. XIE 謝嵐
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.
In response to the Staff’s comment, the Company has revised the relevant disclosure on pages 1, 3, 58, 59, 63 and F-33.
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.
In response to the Staff’s comment, the Company has revised the relevant disclosure on the cover page and pages ii and 20.
Notes to Consolidated Financial Statement
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.
In response to the Staff’s comment, our independent auditor has revised its report on page F-2 and provided an updated consent to reflect the revised audit report.
Very truly yours,
/s/ Virginia Tam
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filename1.htm
November 21, 2023
Via Edgar
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attention:
Stephen Kim
Linda Cvrkel
Rucha Pandit
Donald Field
Re:
J-Long Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed November 9, 2023
File No. 333-275077
Ladies and Gentlemen:
On behalf of our client, J-Long
Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s response to the comments contained in the Staff’s letter dated November 17, 2023 on the Company’s
registration statement on Form F-1 submitted on November 9, 2023. Concurrently with the submission of this letter, the Company is submitting
its revised registration statement on Form F-1 (the “Revised Registration Statement”) and certain exhibits via
EDGAR to the Commission.
The Staff’s comments
from its letters dated November 17, 2023 is repeated below in bold and followed by the Company’s responses. We have included page
numbers to refer to the location in the Revised Registration Statement where the language addressing the comments appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
K&L GATES, SOLICITORS
44th Floor Edinburgh Tower
The Landmark 15 Queen’s Road Central Hong Kong
高蓋茨律師事務所
香港中環皇后大道中15號 置地廣場公爵大廈44樓
T +852 2230 3500 F +852 2511 9515 klgates.com
Partners
Neil CAMPBELL
甘寶靈
William Z. HO
何志淵
Carolyn H.L. SNG
孫慧蓮
Christopher TUNG
董彥華
Michael K.S. CHAN
陳國淳
Jay J. LEE
李再浩
Virginia M.L. TAM
譚敏亮
Frank VOON
溫匯源
Sacha M. CHEONG
文錦明
Iris M.K. LEUNG
梁美琪
Choo Lye TAN
陳珠萊
Sook Young YEU
呂淑榮
Jay C. CHIU
邱志藩
Scott D. PETERMAN
畢德民
Vincent S.K. TSO
曹紹基
Eugene Y.C. YEUNG
楊睿知
Registered Foreign Lawyer (PRC)
Amigo L. XIE
謝嵐
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.
In response to the Staff’s comment, the
Company has revised the relevant disclosure on pages 1, 3, 58, 59, 63 and F-33.
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.
In response to the Staff’s comment, the
Company has revised the relevant disclosure on the cover page and pages ii and 20.
Notes to Consolidated Financial Statement
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.
In response to the Staff’s comment, our independent auditor has revised its report on page F-2 and provided an updated consent
to reflect the revised audit report.
Very truly yours,
/s/ Virginia Tam
Name: Virginia Tam