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Correspondence 0001213900-23-095882 from J-Long Group Ltd (JL)

J-Long Group Ltd
Date: Dec. 15, 2023 · CIK: 0001948436 · Accession: 0001213900-23-095882

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Referenced dates: December 13, 2023

Date
December 15, 2023
Author
/s/ Virginia Tam
Form
CORRESP
Company
J-Long Group Ltd

Letter

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

Show Raw Text
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