Correspondence 0001213900-23-095882 from J-Long Group Ltd (JL)
J-Long Group Ltd
Date: Dec. 15, 2023 · CIK: 0001948436 · Accession: 0001213900-23-095882
AI Filing Summary & Sentiment
Referenced dates: December 13, 2023
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CORRESP
1
filename1.htm
December 15, 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
Rucha Pandit
Donald Field
Re:
J-Long Group Limited
Amendment No. 4 to Registration Statement on Form F-1
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 December 13, 2023 on the Company’s
registration statement on Form F-1 submitted on December 7, 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 December 13, 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
Virginia M.L. TAM
譚敏亮
Sook Young YEU
呂淑榮
Michael K.S. CHAN
陳國淳
Jay J. LEE
李再浩
Choo Lye TAN
陳珠萊
Eugene Y.C. YEUNG
楊睿知
Sacha M. CHEONG
文錦明
Iris M.K. LEUNG
梁美琪
Vincent S.K. TSO
曹紹基
Jay C. CHIU
邱志藩
Scott D. PETERMAN
畢德民
Christopher TUNG
董彥華
Paul R. HASWELL
何 威
Carolyn H.L. SNG
孫慧蓮
Frank VOON
溫匯源
Registered Foreign Lawyer (PRC)
Registered Foreign Lawyer (California (USA))
Amigo L. XIE
謝嵐
Roberta A. CHANG
張 安
Amendment No.3 to Registration Statement on Form F-1
Cover Page
1.
We note your conclusion that, “[b]ased
on management’s internal assessment . . . JL, Sun Choice, and our operating subsidiary, JLHK, are not required to obtain any permissions
or approvals from any Chinese authorities to operate their business as of the date of this prospectus.” In this regard, we note that
you do not appear to have relied upon an opinion of counsel with respect to your conclusion that you do not need any PRC permissions and
approvals to operate your business and to offer securities to investors. If true, state as much and explain why such an opinion was not
obtained. Additionally, please make conforming revisions to the section captioned “Permission Required from Hong Kong and PRC Authorities”
starting on page 15 and the resale prospectus cover page.
Response: In response to the Staff’s comment, the Company has revised the referenced disclosure on the prospectus cover page, page 16, page
138, the resale prospectus cover page and page alt-8 of the Revised Registration Statement.
Very truly yours,
/s/ Virginia Tam
Name:
Virginia Tam