SEC Comment Letter 0000000000-23-004836 to DirectBooking Technology Co., Ltd. (ZDAI)
DirectBooking Technology Co., Ltd.
Date: May 9, 2023 · CIK: 0001966678 · Accession: 0000000000-23-004836
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United States securities and exchange commission logo May 8, 2023 Hui Chun Kit Chief Executive Officer Primega Group Holdings Ltd Room 2912, 29/F., New Tech Plaza 34 Tai Yau Street San Po Kong Kowloon, Hong Kong Re:Primega Group Holdings Ltd Draft Registration Statement on Form F-1 Submitted April 11, 2023 CIK No. 0001966678 Dear Hui Chun Kit: 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. Form DRS submitted April 11, 2023 Cover page 1.Please disclose the location of your auditor’s headquarters. Recent Regulatory Developments in the PRC, page 13 2.Please address clearly whether the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies are applicable to you and whether you intend to seek approval of this offering from the CSRC.
FirstName LastNameHui Chun Kit Comapany NamePrimega Group Holdings Ltd May 8, 2023 Page 2 FirstName LastName Hui Chun Kit Primega Group Holdings Ltd May 8, 2023 Page 2 Risk Factors We have a concentrated customer base..., page 30 3.Please disclose clearly in this section and elsewhere the extent to which principal customers are related parties and identify such customers and related risks. Liquidity and Capital Resources Finance Lease Obligations, page 68 4.Please disclose the material terms of your finance leases including the parties to the leases, the number of leases outstanding and the term of each lease. Price Stabilization, Short Positions, and Penalty Bids, page 118 5.Please provide expanded disclosure regarding syndicate short positions and the manner in which they are covered, including an explanation of what covered short sales are and what naked short sales are. 3. Accounts Receivable, Net, page F-15 6.Please tell us how you considered the disclosure requirements of ASC 326-20-50. You may contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Ying Li, Esq.
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United States securities and exchange commission logo
May 8, 2023
Hui Chun Kit
Chief Executive Officer
Primega Group Holdings Ltd
Room 2912, 29/F., New Tech Plaza
34 Tai Yau Street
San Po Kong
Kowloon, Hong Kong
Re:Primega Group Holdings Ltd
Draft Registration Statement on Form F-1
Submitted April 11, 2023
CIK No. 0001966678
Dear Hui Chun Kit:
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.
Form DRS submitted April 11, 2023
Cover page
1.Please disclose the location of your auditor’s headquarters.
Recent Regulatory Developments in the PRC, page 13
2.Please address clearly whether the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies are applicable to you and whether you
intend to seek approval of this offering from the CSRC.
FirstName LastNameHui Chun Kit
Comapany NamePrimega Group Holdings Ltd
May 8, 2023 Page 2
FirstName LastName
Hui Chun Kit
Primega Group Holdings Ltd
May 8, 2023
Page 2
Risk Factors
We have a concentrated customer base..., page 30
3.Please disclose clearly in this section and elsewhere the extent to which principal
customers are related parties and identify such customers and related risks.
Liquidity and Capital Resources
Finance Lease Obligations, page 68
4.Please disclose the material terms of your finance leases including the parties to the leases,
the number of leases outstanding and the term of each lease.
Price Stabilization, Short Positions, and Penalty Bids, page 118
5.Please provide expanded disclosure regarding syndicate short positions and the manner in
which they are covered, including an explanation of what covered short sales are and what
naked short sales are.
3. Accounts Receivable, Net, page F-15
6.Please tell us how you considered the disclosure requirements of ASC 326-20-50.
You may contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Ying Li, Esq.