SEC Comment Letter 0000000000-23-011334 to SU Group Holdings Ltd (SUGP) (CIK 0001969863) (SUGP)
SU Group Holdings Ltd (SUGP) (CIK 0001969863)
Date: Oct. 17, 2023 · CIK: 0001969863 · Accession: 0000000000-23-011334
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo October 17, 2023 Dave Chan Ming Chief Executive Officer SU Group Holdings Ltd Unit 01 – 03, 3/F, Billion Trade Centre 31 Hung To Road, Kwun Tong Kowloon, Hong Kong Re:SU Group Holdings Ltd Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted September 29, 2023 CIK No. 0001969863 Dear Dave Chan Ming: We have reviewed your amended draft registration statement and have the following comments. 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 a comment applies 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 this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 3 to Draft Registration Statement on Form F-1 PRC Approvals, page 7 1.We note your disclosure that you "have not experienced denials in obtaining permissions or approvals and have complied with the applicable laws and regulations in all material respects." The disclosure here should not be qualified by materiality. Please make appropriate revisions to your disclosure. In addition, revise to clarify whether you have received all requisite permissions or approvals, as your disclosure only explicitly states that you have not received any denials.
FirstName LastNameDave Chan Ming Comapany NameSU Group Holdings Ltd October 17, 2023 Page 2 FirstName LastName Dave Chan Ming SU Group Holdings Ltd October 17, 2023 Page 2 Risk Factors The PRC legal system is evolving rapidly and the PRC government exerts substantial influence..., page 32 2.We note your revised disclosure in response to comments 6 and 9. Please further revise this risk factor to remove your references to "oversight" and restore your prior “influence or discretion” language. Alternatively, explain how oversight is different in this context, or provide a more detailed description of what you mean by “oversight.” Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Richard Anslow, Esq.
Show Raw Text
United States securities and exchange commission logo
October 17, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 29, 2023
CIK No. 0001969863
Dear Dave Chan Ming:
We have reviewed your amended draft registration statement and have the following
comments.
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
PRC Approvals, page 7
1.We note your disclosure that you "have not experienced denials in obtaining permissions
or approvals and have complied with the applicable laws and regulations in all material
respects." The disclosure here should not be qualified by materiality. Please make
appropriate revisions to your disclosure. In addition, revise to clarify whether you have
received all requisite permissions or approvals, as your disclosure only explicitly states
that you have not received any denials.
FirstName LastNameDave Chan Ming
Comapany NameSU Group Holdings Ltd
October 17, 2023 Page 2
FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
October 17, 2023
Page 2
Risk Factors
The PRC legal system is evolving rapidly and the PRC government exerts substantial
influence..., page 32
2.We note your revised disclosure in response to comments 6 and 9. Please further revise
this risk factor to remove your references to "oversight" and restore your prior “influence
or discretion” language. Alternatively, explain how oversight is different in this context,
or provide a more detailed description of what you mean by “oversight.”
Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Richard Anslow, Esq.