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United States securities and exchange commission logo
April 25, 2023
Lau Chi Fung
Chief Executive Officer
CTRL Group Limited
Unit F, 12/F, Kaiser Estate Phase 1,
41 Man Yue Street, Hunghom,
Kowloon, Hong Kong
Re:CTRL Group Limited
Draft Registration Statement on Form F-1
Submitted March 29, 2023
CIK 0001969928
Dear Lau Chi Fung:
            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 your structure involves unique risks to investors in this
offering and your cross reference to your risk factor for a detailed discussion of such
risks. Please revise your cover page to disclose that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations
and/or a material change in the value of the securities you are registering for sale,
including that it could cause the value of such securities to significantly decline or become
worthless. Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of your structure.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 2
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 2
2.We note your disclosure that you are a holding company incorporated in the British Virgin
Islands with no material operations of your own and that you conduct your operations by
your directly wholly-owned subsidiary incorporated in Hong Kong. Please revise that
paragraph to also clearly state that you are not a Chinese operating company.
3.We note your disclosure in the ninth paragraph that "[t]he Chinese government may
exercise significant oversight and discretion over the conduct of our business and may
intervene in or influence our operations at any time, which could result in a material
change in our operations and/or the value of our Ordinary Shares."  Please revise to
discuss the legal and operational risks associated with being based in or having a majority
of your operations in Hong Kong.  Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of the securities you
are registering for sale or could significantly limit or completely hinder your ability to
offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
4.We note your disclosure in the ninth paragraph that the laws of mainland China does not
materially impact your business but that you "still face risks associated with regulatory
approvals, filings or other requirements on offshore offerings, anti-monopoly regulatory
actions, and oversight on cybersecurity and data privacy."  Please revise here to address
how recent statements and regulatory actions by China’s government, such as those
related to data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other
foreign exchange. Additionally, revise your discussion about the Holding Foreign
Companies Accountable Act and the PCAOB to disclose the location of your auditor’s
headquarters, as you do on page 21, and whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
5.We note your disclosure that the company has not declared any dividends or distributions
to its shareholders and about approved and declared dividends by CTRL Media to its
shareholders on March 18, 2022 and 2021. Please revise to state whether any transfers,
dividends, or distributions have been made to date between the holding company, and its
subsidiaries, or to investors, and quantify the amounts where applicable. If no transfers
have been made, so state. Provide cross-references to the consolidated financial
statements. In addition, please amend your disclosure here and in the summary risk factors
and risk factors sections to state that, to the extent cash or assets in the business is in Hong
Kong or a Hong Kong entity, the funds or assets may not be available to fund operations
or for other use outside of Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets. On the cover page, provide cross references to each
of these other discussions in the prospectus summary, summary risk factors and risk
factors sections.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 3
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 3
6.We note your disclosure that "[n]either CTRL Group or its subsidiaries has any dividend
payout policy, and each entity needs to comply with applicable law or regulations with
respect to transfer of funds, dividends and distributions with other entities." To the extent
you have cash management policies that dictate how funds are transferred between you,
your subsidiaries and investors, summarize the policies on your cover page and in the
prospectus summary, and disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page
and in the prospectus summary that you have no such cash management policies that
dictate how funds are transferred. Provide a cross-reference on the cover page to the
discussion of this issue in the prospectus summary.
7.Please revise your disclosure in the seventh paragraph and throughout the document that
"[n]one of [y]our business, operation or subsidiary is based in mainland China" to also
state, if true, that you are not a Chinese operating company, but your clients are primarily
from the PRC and your advertising market is in Hong Kong, as you do on page 10
to provide additional context to investors.
8.Please revise to indicate whether you will be deemed a “controlled company” as defined
by the market on which you intend to list your ordinary shares and, if so, whether you
intend to rely on any exemptions as a controlled company. In this regard, we note your
risk factor disclosure on page 27 under "Certain existing shareholders have substantial
influence over our company and their interests may not be aligned with the interests of our
other shareholders." If applicable, please disclose on the prospectus cover page and in the
prospectus summary that you are a controlled company, and include a risk factor that
discusses the effect, risks and uncertainties of being designated a controlled company.
Conventions that Apply to this Prospectus, page ii
9.Please revise your disclosure about references to “China” or the “PRC” excluding Taiwan
and the special administrative regions of Hong Kong and Macau to clarify that the “legal
and operational” risks associated with operating in China also apply to operations in Hong
Kong/Macau.
Prospectus Summary
Our Business, page 1
10.Please disclose here as you do on the cover page that you are currently not required to
obtain any permission or approval from the China Securities Regulatory Commission (the
“CSRC”), the Cyberspace Administration of China (the “CAC”) or any other PRC
governmental authority to operate our business or to offer the securities being registered to
foreign investors. In addition, balance your disclosure with a discussion of the possible
ramifications if you did become subject to PRC laws/authorities, including that you could
incur material costs to ensure compliance, be subject to fines, experience devaluation of
securities or delisting, no longer conduct offerings to foreign investors, and no longer be
permitted to continue your current business operations. Describe the consequences to you

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 4
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 4
and your investors if you or your subsidiaries: (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.

As a related matter, please revise here and in your discussion of approvals on pages 23
and 24 to clarify, as you do on the cover page, that you have relied on an opinion of
counsel.
11.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company and its subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a subsidiary made to the
holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries to the parent company and U.S. investors. Provide a
cross-reference to the consolidated financial statements.
Our Corporate History and Structure, page 3
12.Please describe any relevant contractual agreements between you and CTRL Media
Limited including those that affect the manner in which you operate, impact your
economic rights, or impact your ability to control your subsidiary. In addition, identify
clearly the entity in which investors are purchasing their interest and the entity in which
the company’s operations are conducted.
13.Please revise the diagram on page 4 to identify the person or entity that owns the equity in
CTRL Group Limited.
Summary Risk Factors, page 6
14.Please revise this section to discuss as you do in your risk factor on page 27 that certain
existing shareholders, including your directors and officers, have substantial influence
over your company and may possesses significant influence over matters submitted for
stockholder approval.
Risks Related to Doing Business in Hong Kong and being impacted from PRC, page 7
15.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in Hong Kong poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 5
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 5
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China and Hong Kong can change quickly with little advance notice. Please revise to
acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in companies with your corporate structure could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
16.We note your summary of risk factor about the Trial Administrative Measures.  Please
revise here and in your Risk Factor section to discuss your responsibilities along with any
timing requirements and your current status of compliance under the Trial Measures.
Please also describe the consequences to you and your investors as a result of non-
compliance or if the company lists before receiving CSRC approval, and whether the
offering is contingent upon receipt of approval from the CSRC.
Risk Factors, page 12
17.You disclose that for the six months ended September 30, 2022 and March 31, 2022
approximately 89.6% and 57.6%, respectively, of your revenue was derived from
recurring clients. To the extent you are materially dependent on these clients, please
describe the material terms of these agreements and file them as exhibits or tell us why
you are not required to do so. Refer to Part 1, Item 4 of Form F-1 and Part 1, Item 4.B.6 of
Form 20-F. Also, provide risk factor disclosure on your dependence on a limited number
of customers, if applicable. Refer to Item 3 of Form F-1.
18.Please include a risk factor discussing your related party transactions with Shum Tsz
Cheung, your majority shareholder, if material. In this regard, the disclosure on page
83 appears to suggest that the value of transactions related to your majority shareholder
is material to the company.
Our future growth may involve expansion into new and overseas business opportunities..., page
14
19.Please revise to include a discussion about the risk associated with your
active expansion towards the Taiwan market as discussed on page 4.
All of our services are provided in Hong Kong..., page 19
20.Please revise your disclosure regarding recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, to acknowledge the risk that
any such action could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

 FirstName LastNameLau Chi Fung
 Comapany NameCTRL Group Limited
 April 25, 2023 Page 6
 FirstName LastNameLau Chi Fung
CTRL Group Limited
April 25, 2023
Page 6
There remain some uncertainties as to whether we will be required to obtain approval from
Chinese authorities..., page 23
21.We note your disclosure regarding CAC oversight and that you believe the laws and
regulations of the PRC do not currently have any material impact on your business,
financial condition or results of operations. Please revise to explain how this oversight
impacts your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 33
22.We note that your proceeds from this offering will be used to acquire operation rights with
upcoming mobile games. Please provide the information required by Item 3 of Form 20-F
with respect to these rights.
Enforceability of Civil Liabilities, page 39
23.Please revise to clarify if your directors and officers are located in the PRC or Hong Kong,
and identify the relevant individuals.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Metrics
Adjusted EBITDA and Adjusted EBITDA Margin