SecProbe.io

United States securities and exchange commission logo
August 1, 2023
Zonghan Wu
Chief Executive Officer
SSHT S&T Group Ltd.
46 Reeves Road, Pakuranga
Auckland, New Zealand, 2010
Re:SSHT S&T Group Ltd.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-271831
Dear Zonghan Wu:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover page
1.We note your response to comment 2 and your disclosure that “[i]nvestors should also be
aware that Chinese regulatory authorities could disallow our corporate structure which
would likely result in a material change to our operations and/or decline in the value of the
securities registered under this offering.” Please further revise to state that the decline in
the value of the securities includes that it could become worthless.
2.You disclose that SSHT exercises effective control over the operations of SJMC pursuant
to a series of contractual arrangements. We also note that you previously referred to SJMC
as "WFOE."  Please tell us whether you use a variable interest entity (VIE) structure. If
you do not, please affirmatively disclose, if true, that you do not use a VIE structure.

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 August 1, 2023 Page 2
 FirstName LastName
Zonghan Wu
SSHT S&T Group Ltd.
August 1, 2023
Page 2
Please also explain the significance of the contractual agreements and tell us what
consideration you gave to filing these agreements as exhibits to the registration statement.
3.We note your response to comment 3. Please revise to make clear that these risks could
result in a material change in your operations. Make conforming changes throughout the
document.
4.We note your statement that the Cyberspace Administration of China "launched an
investigation which recently culminated in an announcement favouring plans to delist in
the US in favour of Hong Kong." This description does not appear to explain the recent
actions of the CAC.  Please revise to explain the recent actions taken by the CAC,
including the Measures for Cybersecurity Review and the Draft Regulations on Network
Data Security.  Make similar changes elsewhere that you discuss the CAC.
5.We note your response to comment 4 and reissue in part. Please revise the prospectus, as
you do in your correspondence, to clearly disclose how you will refer to the holding
company and each subsidiary, including SJMC and WHL throughout the document so that
it is clear to investors which entity the disclosure is referencing.
6.We note your response to comment 5 and reissue in part. Please revise to provide cross
references to the consolidated financial statements and to your discussion about how cash
is transferred in your summary, summary risk factors, and risk factors sections, as
provided in the comment.
7.We reissue comment 6. Please amend your disclosure here and in the risk factors sections
to state that, to the extent cash or assets in the business are in the PRC or a PRC entity, the
funds may not be available to fund operations or for other use outside of the PRC 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 these other discussions.
8.Please revise the cross references on the cover page to identify the specific risk factor
instead of using a general cross-reference to "Risks Related to Doing Business in China."
9.Please disclose which entity you are referring to when you use the term "Material PRC
Company."

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 August 1, 2023 Page 3
 FirstName LastName
Zonghan Wu
SSHT S&T Group Ltd.
August 1, 2023
Page 3
Our Corporate History and Background, page 1
10.We note your response to comment 14. Please revise to include a diagram to accompany
your summary of the company’s corporate structure on page 2. Identify clearly the entity
in which investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted. Further revise to describe the relevant contractual agreements
among you, WHL and/or SJMC that affect the manner in which you operate, impact your
economic rights, or impact your ability to control your subsidiaries. Disclose the
uncertainties regarding the challenges the company may face enforcing these contractual
agreements due to legal uncertainties and jurisdictional limits.
Prospectus Summary, page 1
11.We note your response to comment 8. We also note your disclosure on page 2 that "[t]he
Company faces many risk factors by having its operations in China," and the risk
involving actions by the Chinese government to exert more oversight and control. Please
revise to include a separate section here that is titled "Summary of Risk Factors," and
separately list each of the risks that your corporate structure and being based in or having
the majority of the company’s operations in China poses to investors, with cross-
references to each relevant individual detailed risk factor in the risk factor section. In the
Summary of Risk Factors, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.
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 can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. 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 China-based issuers 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. We note that
you discuss some of these risks in the narrative disclosure on page 2, but these risks
should be listed and discussed separately under the "Summary of Risk Factors" heading.
12.We note your response to comment 9 and reissue in part, to also disclose in this section
your current cash on hand, related-party loan and total current liabilities.
13.We note your response to comment 10 and reissue to disclose each permission or approval
that you or your subsidiaries are required to obtain from Chinese authorities to operate
your business and to offer the securities being registered to foreign investors. Please revise
to clearly state whether or not you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 August 1, 2023 Page 4
 FirstName LastName
Zonghan Wu
SSHT S&T Group Ltd.
August 1, 2023
Page 4
Administration of China (CAC) or any other governmental agency.  To the extent that you
believe certain permissions or approvals are not required, discuss how you came to the
conclusion, why that is the case, and the basis on which you made that determination. If
you relied on an opinion of counsel, name counsel in the disclosure and file a consent of
counsel as an exhibit. State affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you 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. We note your statement that assuming no offer,
issuance or sale of common shares has been or will be made within the PRC, prior
approval from the CSRC is not required for the offering. Please explain your basis for this
statement, as it does not appear to correctly describe the application of CSRC regulations
to overseas offerings.
14.We note your response to comment 11. Please revise your disclosure to address the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies (the “Trial Measures”), published by the China Securities Regulatory
Commission on February 17, 2023. Describe the potential impact to you or your
subsidiaries stemming from the Trial Measures, if any.
15.We note your response to comment 12 about how cash is transferred through the
organization and reissue in part. Please revise to provide cross-references to the
consolidated financial statements.
Business Overview, page 3
16.You disclose that the company "faces uncertainties as to whether market clearance is
required, and, if required, whether it can timely obtain such clearance, or at all," and if
you are not able to obtain such clearance when required, your structure may be regarded
as invalid or illegal, which could result in you being unable to consolidate the financial
results of SJMC.  Please revise your disclosure to clearly state which market clearance
you are referencing, and how such clearance could impact the ability to consolidate the
financial results of SJMC.
Changes in the U.S. capital markets..., page 8
17.Please revise your risk factor to indicate that to date you have only had one client quoted
on the OTC markets and have not yet had any clients list on other U.S. exchanges.  Given
that you have had only one client quoted in the U.S., please explain your statement that all
your former and current clients have chosen to go public in the U.S., as this suggests you
have multiple clients that have gone public in the U.S.  Please also explain how your
consulting business has grown.

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 August 1, 2023 Page 5
 FirstName LastName
Zonghan Wu
SSHT S&T Group Ltd.
August 1, 2023
Page 5
Risk Factor
Risks Relating to Doing Business in China
We face uncertainties with respect to indirect transfers of equity interests in PRC resident
enterprises..., page 10
18.We note your response to comment 17 and reissue for clarification. Please explain what it
means that you face uncertainties with respect to indirect transfers of equity interests by
non-PRC holding companies. Explain which government entity or agency regulates such
transfers and how such transfers could result in a material change in your operations or the
value of your common shares. Please also revise to clearly state that if the PRC
government determines that your corporate structure does not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
securities you are registering may decline in value or become worthless if the
determinations, changes, or interpretations result in your inability to assert contractual
control over the assets of your PRC subsidiaries that conduct all or substantially all of
your operations.
Recent events have resulted in greater oversight by the Cyberspace Administration of China...,
page 11
19.We note your response to comment 18 and reissue in part. Please revise your disclosure
about the Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, to state that it decreases the number of consecutive “non-
inspection years” from three years to two years, and thus, reduces the time before your
securities may be prohibited from trading or delisted.
20.We note your response to comment 20 and reissue in part. Please revise to explain to what
extent you believe that you are compliant with the regulations or policies that have been
issued by the CAC to date. Provide the basis for this conclusion.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Changes in the PRC Regulatory Environment may impact our business and results of operations,
page 23
21.Your discussion in the first paragraph on page 24 which indicates your net income was
$437 for the year ended December 31, 2022 is inconsistent with the net income reflected
in your statement of operations on page F-4 of $10,437.  Please reconcile and revise these
disclosures.
Liquidity and Capital Resources, page 26
22.Your disclosure in the second paragraph on page 26 which indicates that net cash used in
operating activities during the year ended December 31, 2022 was due to net income of
$437 is inconsistent with the amount of net income reflected in your consolidated
statement of operations on page F-4 and with the amount of net income reflected in your

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 August 1, 2023 Page 6
 FirstName LastName
Zonghan Wu
SSHT S&T Group Ltd.
August 1, 2023
Page 6
consolidated statement of cash flows on page F-7 of $10,437.  Also, the decrease in
amounts due to related parties of $(34,116) during this period as indicated in this
paragraph is inconsistent with the amount reflected in your statement of cash flows on
page F-7 of $21,684.  Please reconcile and revise these disclosures.
23.You state on page 32 that "[d]uring the years ended December 31, 2022, and 2021, Mr.
Zonghan Wu advanced a total of $81,823 and $115,939 to the Company for payment of
administrative expenses and legal fees, which amount remains due and payable." Please
revise here to discuss the material terms of the related party loan(s) and file related
agreements as exhibits to the registration statement. Additionally, please clarify whether
you intend to use a portion of the net proceeds to repay the loans, and if so, revise your
Use of Proceeds to state so. Refer to Item 601(b)(10); Item 303(b); and Instruction 4 to
Item 504 of Regulation S-K.
Net Cash Provided by Financing Activities, page 26
24.Your disclosure which indicates that net cash provided by financing activities was
$65,800 during the year ended December 31, 2022 is inconsistent with your statement of
cash flows on page F-7 which indicates that no cash was provided by financing activities
during this period.  Please reconcile and revise these disclosures.
Going Concern, page 26
25.Your disclosure which indicates that the Company had net income of $437 for the year
ended December 31, 2022 is inconsistent with the statement of operations for this period
which indicates net income of $10,437.  Please reconcile and revise these disclosures.
Management Directors, Executive Officers and Corporate Governance, page 28
26.Please revise to provide the disclosure required by Item 407(a) of Regulation S-K
regarding director independence. Additionally, please update Zonghan Wu's biography to
detail his business experience in the last five years as required by Item 401(e)(1).
SSHT S&T Group Financial Statements for the Years Ended December 31, 2022 and 2021, page
F-1
27.We note that the con