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November 17, 2022
Tim Hoi Ching
Chief Executive Officer
Raytech Holding Ltd
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
Re:Raytech Holding Ltd
Draft Registration Statement on Form F-1
Submitted October 21, 2022
CIK No. 0001948443
Dear Tim Hoi Ching:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you will be a controlled company after the closing of this
offering.  Please disclose on the prospectus cover (i) the percent of voting power that your
Chief Executive Officer will control after completion of the offering, (ii) that you will be
considered to be a controlled company, and (iii) whether you intend to take advantage of
the controlled company exemptions under the Nasdaq rules.  Please also conform
disclosure in the summary that indicates you "may" choose to rely on such exemptions,
for example on pages 9 and 19.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 17, 2022 Page 2
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 17, 2022
Page 2
Commonly Used Defined Terms, page ii
2.Please revise the definition of "we" or "us" to refer solely to the registrant, consistent with
the definition on the prospectus cover page.  Consider defining a different term, such as
"Raytech," to refer to the consolidated company where appropriate.
Prospectus Summary, page 1
3.We note that your disclosure regarding regulatory approvals is limited to governmental
authorities in mainland China, for example on pages 14 and 17.  Please revise to disclose
each permission or approval that you or your subsidiary is required to obtain from Chinese
authorities (including Hong Kong) to operate your respective business and to offer the
securities being registered to foreign investors.  State whether you or your subsidiary
is covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your or your subsidiary’s operations, and
state affirmatively whether you and your subsidiary have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you or your subsidiary:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
4.Please revise disclosure that indicates no permissions or approvals are required from
Chinese authorities, including CAC review, to disclose how you determined this.  If you
relied on counsel, identify counsel and file an exhibit.  If you did not consult counsel,
provide an explanation as to why you did not consult counsel.  Please expand or revise
related risk factors as appropriate.
5.Please revise your disclosure regarding the legal and operational risks associated with
being based in or having the majority of the company’s operations in China to additionally
include the risks related to your primary manufacturer, Zhongshan Raytech, and to assess
the potential consequences of such risks to you and your investors.
Risk Factors, page 23
6.Please tailor your risk factors to more closely reflect your business and the risks to which
you are subject.  In this regard, we note references to "segments"  and "service, practice or
industry offerings," as well as related terms, which do not appear to reflect your actual
business.  In addition, please reconcile references to "historical rate of growth" and
"limited operating history" on page 26, and revise the reference to "financial consultancy
industries" on page 52.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 17, 2022 Page 3
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 17, 2022
Page 3
Although our business operations so far have not been materially and adversely affected by the
outbreak of the coronavirus . . . . , page 28
7.We note your disclosure that the closure of the border between Hong Kong and mainland
China impeded Pure Beauty’s "ability to contact with" its two manufacturers.  Please
revise to clarify whether and how this impacted your operations.  We further note
disclosure that describes risks hypothetically; for instance, and without limitation, the
"pandemic may adversely affect the manufacturing, logistic and delivery of our products"
and "our manufacturers may not timely receive their raw materials, parts and
components."  Please revise to describe the actual impacts you have experienced and to
assess the effect on your business, financial condition, and results of operations.
Our Business, page 78
8.We note your disclosure that a single customer, identified as K***, accounted for 97-98%
of your revenues in the past two fiscal years.  In addition, your disclosure includes various
statements regarding the market position and business of K***.  In light of your
dependency on this customer and the statements being made about it, please disclose the
identity of K*** or advise.
9.We note your description of product sourcing on page 80.  Please disclose additional
information regarding payment terms and risk allocation, to clarify who bears the costs
and risks of loss at various stages of this process.  For example, and without limitation,
clarify which party pays for the production of prototypes and bears the risk of shipping
delay or loss.
Management, page 92
10.Please revise your biographical disclosure to clarify whether Mr. Ching, as well as your
director nominees, hold other directorships.  Refer to Item 4 of Form F-1 and Item 6.A. of
Form 20-F.
Related Party Transactions, page 98
11.Please revise disclosure under the caption "Due to related party" to reconcile the apparent
inconsistency with Note 9 to the financial statements, "Amount due from a director."
12.Please revise your disclosure to describe the lease with Raytech Holdings Company
Limited.  Please also file the lease as an exhibit to your registration statement pursuant to
Item 601(b)(10) of Regulation S-K, or advise.

 FirstName LastNameTim Hoi Ching
 Comapany NameRaytech Holding Ltd
 November 17, 2022 Page 4
 FirstName LastName
Tim Hoi Ching
Raytech Holding Ltd
November 17, 2022
Page 4
Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies and Practices
Revenue Recognition, page F-11
13.You disclosure indicates that you generate revenue through sourcing and wholesaling of
beauty products and revenue is recognized when product is loaded on ships.  However, we
note from the prospectus summary that you also provide two different types of
services—product sourcing and product co-development.  Please revise your disclosure to
include your policy for recognizing revenue for each type of service.
Signatures, page II-4
14.Tell us where Form F-1 requires that the document be signed by the "Chief Financial
Officer Nominee."  If that signature is not required, please revise to indicate who will be
signing in the capacity of Principal Financial Officer and Principal Accounting
Officer/Controller.
General
15.Please revise the paragraph following the table on contents on page i to remove references
to reports filed with the Securities and Exchange Commission and documents
incorporated by reference.
16.Reconcile your disclosure throughout regarding whether you will rely on "home country"
or "controlled company" exemptions cited in your disclosure.  As one example, on page
49, you state you will rely on home country exemptions, and will not have a majority of
independent directors.  However, on pages 19-20, you say you will not rely on controlled
company exemptions, and will have a majority of independent directors.
            You may contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arila Zhou