SecProbe.io

CORRESP
1
filename1.htm

August
21, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Liz Packebusch and Ms. Irene Barberena-Meissner

Re:
New Century Logistics (BVI) Ltd

Amendment
No. 1 to Draft Registration Statement on Form F-1

Submitted
June 21, 2023

CIK
0001968043

Dear
Ms. Liz Packebusch and Ms. Irene Barberena-Meissner:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated July 5, 2023 (the “Comment Letter”) and the
oral communication on July 6, 2023, relating to the draft registration statement on Form F-1, which was submitted to the Commission by
New Century Logistics (BVI) Ltd (the “Company” or “we”) on June 21, 2023.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Registration Statement on Form F-1 (“Registration Statement”) which is submitted to the Commission
simultaneously together with this letter.

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.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the page 42 of the Registration
    Statement for details.

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.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the page 106 of the Registration
    Statement for details.

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 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.

    Response:

    We
    have revised the Registration Statement in accordance with the Staff’s comment, to clarify that the dividends were declared
    by the Company. Please see the cover page and pages 5, 35 and 42 of the Registration Statement for details. Further, we have restated
    the financial statements in accordance with Staff’s comment, please see pages F-23 and F-51 of the Registration Statement for
    further details.

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.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment to include a written consent from Forest &
    Sullivan. Please see Exhibit 99.12 of the Registration Statement for details.

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.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the cover page and the pages
    27 and 28 of the Registration Statement for details.

Oral
Communication

Exhibits

    6.
    Date
    the Exhibit 23.5 written consent from Yuan Tai Law Offices

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment to include the date in the Exhibit 23.5. Please
    see the Exhibit 23.5 of the Registration Statement for details.

General

    7.
    Update
    the COVID-19 disclosure.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the pages 12, 19, and F-24
    of the Registration Statement for details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding
this correspondence on the revised F-1.

    Very truly
    yours,

    By:
    /s/
    Ngan Ching Shun

    Name:
    Ngan Ching Shun

    Chief Executive Officer