SEC Comment Letter 0000000000-23-007137 to New Century Logistics (BVI) Ltd (NCEW) (CIK 0001968043) (NCEW)
New Century Logistics (BVI) Ltd (NCEW) (CIK 0001968043)
Date: July 5, 2023 · CIK: 0001968043 · Accession: 0000000000-23-007137
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United States securities and exchange commission logo July 5, 2023 Ngan Ching Shun Chief Executive Officer New Century Logistics (BVI) Ltd Office A-E, 33/F, King Palace Plaza 55 King Yip Street, Kwun Tong Kowloon, Hong Kong Re:New Century Logistics (BVI) Ltd Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted June 21, 2023 CIK No. 0001968043 Dear Ngan Ching Shun: We have reviewed your amended 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. Amendment No. 1 to Draft Registration Statement on Form F-1 Dividend Policy, page 42 1.We note your disclosure here that since its inception, NC Logistics has not declared or paid cash dividends on its Ordinary Shares, and NCL (HK) declared and paid dividend of approximately HK$55.0 million (equal to approximately US$7.0 million) to its shareholders for the year 2022, and settled with the amount due from shareholders. This disclosure appears inconsistent with your disclosure elsewhere stating the Company approved and declared this dividend. Please revise to clearly disclose the entities that have declared dividends.
FirstName LastNameNgan Ching Shun Comapany NameNew Century Logistics (BVI) Ltd July 5, 2023 Page 2 FirstName LastNameNgan Ching Shun New Century Logistics (BVI) Ltd July 5, 2023 Page 2 Related Party Transactions Balance With Related Parties Due from related parties, page 97 2.We note your response to prior comment 10 and reissue it. Please revise to disclose the nature of each of the loans in this section and the transactions in which they were incurred. Refer to Item 7.B of Form 20-F as contemplated by Item 4.a of Form F-1. Financial Statements Notes to Financial Statements 15. Dividends and Dividend Payable, page F-20 3.We have reviewed your response to prior comment number 12 and note that you have not provided the requested information concerning the dividend payments ascribed to your 2021 and 2022 fiscal years.
While you explain that dividends “approved and declared” on November 30, 2021 and 2022 had been generally authorized on August 30, 2021 and August 29, 2022, subject to a plan where the amounts would depend on your reserves as of September 30, 2021 and 2022, you have not specified the dates that the dividends reported on page F-6 were actually made, or explained how the amounts could have been paid during these periods if the amounts were not known and final authorizations did not occur until after year-end.
We also note the last paragraph of your response in which you state that your Board has regularly monitored your financial performance and accumulated working capital and “from time to time distributed the surplus” to shareholders in cash, although you have not indicated the amounts or dates or described any rationale for differentiating between these payments to shareholders from the amounts characterized as dividends and subject to the approval process referenced above.
Please address the inconsistencies between the sequence of authorizations, establishing dividend amounts, and making dividend payments; and for handling the payments of surplus differently than dividends. Provide us with a schedule of all dividend and surplus payments made during these two fiscal years and subsequently, including the dates that each payment was authorized by the board, the dates that each payment was made to shareholders, reconciled to the amounts reported on pages F-6 and F-20.
Also explain why you describe each amount subject to the November Board actions as an “interim dividend,” indicate why the November actions were necessary if the Board previously approved the dividends in August, explain the reasons some shareholders waived their rights to receive dividends, and clarify how you have defined “surplus funding” and calculated the incremental amounts that were paid to shareholders.
Please revise your disclosures as necessary to convey a clear and succinct summary of these details, including the timeline, a description of your dividend approval process, the
FirstName LastNameNgan Ching Shun Comapany NameNew Century Logistics (BVI) Ltd July 5, 2023 Page 3 FirstName LastName Ngan Ching Shun New Century Logistics (BVI) Ltd July 5, 2023 Page 3 dates that payments were made, and clarifying the extent to which payments were not made on a pro rata basis to all shareholders. We reissue prior comment 12. Exhibits 4.We note your response to prior comment 14 and reissue it. Please file Forest & Sullivan's consent as an exhibit to your registration statement. Refer to Rule 436 of the Securities Act. General 5.We note your response to prior comment 15 and reissue it in part. We note disclosure on your cover page and in your risk factor at page 27 that it is possible that all the legal and operational risks associated with being based in and having operations in the PRC may also apply to operations in Hong Kong in the future. Please revise to clarify that all of the legal and operational risks associated with operating in the PRC also apply to operations in Hong Kong, and ensure that your disclosure does not narrow risks related to operating in the PRC to mainland China only. In this regard we note your disclosure that the PRC government may intervene or influence your current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like yourselves. You may contact Yong Kim, Staff Accountant, at 202-551-3323 or John Cannarella, Staff Accountant, at 202-551-3337 if you have questions regarding comments on the financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551- 8749 or Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Huan Lou, Esq.
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United States securities and exchange commission logo
July 5, 2023
Ngan Ching Shun
Chief Executive Officer
New Century Logistics (BVI) Ltd
Office A-E, 33/F, King Palace Plaza
55 King Yip Street, Kwun Tong
Kowloon, Hong Kong
Re:New Century Logistics (BVI) Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 21, 2023
CIK No. 0001968043
Dear Ngan Ching Shun:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Dividend Policy, page 42
1.We note your disclosure here that since its inception, NC Logistics has not declared or
paid cash dividends on its Ordinary Shares, and NCL (HK) declared and paid dividend of
approximately HK$55.0 million (equal to approximately US$7.0 million) to its
shareholders for the year 2022, and settled with the amount due from shareholders. This
disclosure appears inconsistent with your disclosure elsewhere stating the Company
approved and declared this dividend. Please revise to clearly disclose the entities that
have declared dividends.
FirstName LastNameNgan Ching Shun
Comapany NameNew Century Logistics (BVI) Ltd
July 5, 2023 Page 2
FirstName LastNameNgan Ching Shun
New Century Logistics (BVI) Ltd
July 5, 2023
Page 2
Related Party Transactions
Balance With Related Parties
Due from related parties, page 97
2.We note your response to prior comment 10 and reissue it. Please revise to disclose the
nature of each of the loans in this section and the transactions in which they were incurred.
Refer to Item 7.B of Form 20-F as contemplated by Item 4.a of Form F-1.
Financial Statements
Notes to Financial Statements
15. Dividends and Dividend Payable, page F-20
3.We have reviewed your response to prior comment number 12 and note that you have not
provided the requested information concerning the dividend payments ascribed to your
2021 and 2022 fiscal years.
While you explain that dividends “approved and declared” on November 30, 2021 and
2022 had been generally authorized on August 30, 2021 and August 29, 2022, subject to a
plan where the amounts would depend on your reserves as of September 30, 2021 and
2022, you have not specified the dates that the dividends reported on page F-6 were
actually made, or explained how the amounts could have been paid during these periods if
the amounts were not known and final authorizations did not occur until after year-end.
We also note the last paragraph of your response in which you state that your Board has
regularly monitored your financial performance and accumulated working capital and
“from time to time distributed the surplus” to shareholders in cash, although you have not
indicated the amounts or dates or described any rationale for differentiating between these
payments to shareholders from the amounts characterized as dividends and subject to the
approval process referenced above.
Please address the inconsistencies between the sequence of authorizations, establishing
dividend amounts, and making dividend payments; and for handling the payments of
surplus differently than dividends. Provide us with a schedule of all dividend and surplus
payments made during these two fiscal years and subsequently, including the dates that
each payment was authorized by the board, the dates that each payment was made to
shareholders, reconciled to the amounts reported on pages F-6 and F-20.
Also explain why you describe each amount subject to the November Board actions as an
“interim dividend,” indicate why the November actions were necessary if the Board
previously approved the dividends in August, explain the reasons some shareholders
waived their rights to receive dividends, and clarify how you have defined “surplus
funding” and calculated the incremental amounts that were paid to shareholders.
Please revise your disclosures as necessary to convey a clear and succinct summary of
these details, including the timeline, a description of your dividend approval process, the
FirstName LastNameNgan Ching Shun
Comapany NameNew Century Logistics (BVI) Ltd
July 5, 2023 Page 3
FirstName LastName
Ngan Ching Shun
New Century Logistics (BVI) Ltd
July 5, 2023
Page 3
dates that payments were made, and clarifying the extent to which payments were not
made on a pro rata basis to all shareholders. We reissue prior comment 12.
Exhibits
4.We note your response to prior comment 14 and reissue it. Please file Forest & Sullivan's
consent as an exhibit to your registration statement. Refer to Rule 436 of the Securities
Act.
General
5.We note your response to prior comment 15 and reissue it in part. We note disclosure on
your cover page and in your risk factor at page 27 that it is possible that all the legal and
operational risks associated with being based in and having operations in the PRC may
also apply to operations in Hong Kong in the future. Please revise to clarify that all of the
legal and operational risks associated with operating in the PRC also apply to operations
in Hong Kong, and ensure that your disclosure does not narrow risks related to operating
in the PRC to mainland China only. In this regard we note your disclosure that the PRC
government may intervene or influence your current and future operations in Hong Kong
at any time, or may exert more control over offerings conducted overseas and/or foreign
investment in issuers like yourselves.
You may contact Yong Kim, Staff Accountant, at 202-551-3323 or John Cannarella,
Staff Accountant, at 202-551-3337 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551- 8749
or Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Huan Lou, Esq.