SecProbe.io

United States securities and exchange commission logo
January 22, 2024
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. 6 to Registration Statement on Form S-1
Filed December 26, 2023
File No. 333-271831
Dear Zonghan Wu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 12, 2023 letter.
Amendment No. 6 to Registration Statement on Form S-1
Cover Page
1.We note your response and revisions to comment 1 and reissue.  Please revise the cover
page to clearly present the information and to remove all repetitive disclosure.  In this
regard, we note that the cover page continues to repeat similar information multiple times
in different locations and is approximately 10 pages.  The information presented on the
cover page should be limited to the information required by Item 501(b) of Regulation S-
K, the China-based issuer disclosure set forth in the Division of Corporation Finance’s
Sample Letter to China-Based Companies issued by the Staff in December 2021, and the
information requested to be presented on the cover page in our prior comment letters
dated June 7, 2023, August 1, 2023, October 4, 2023 and November 14, 2023.  In this
regard, we note certain responsive disclosures have been removed.  Please completely
revise the cover page to condense, consolidate and to clearly present the required

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 January 22, 2024 Page 2
 FirstName LastNameZonghan Wu
SSHT S&T Group Ltd.
January 22, 2024
Page 2
information.
2.Please refer to your permissions and approvals disclosures related to CSRC, CAC and
other PRC governmental agencies.  Please revise to discuss more clearly the permissions
or approvals that you and your subsidiaries are required to obtain from Chinese authorities
to operate your business and to offer the securities being registered to foreign investors
and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied.  In this regard, we note that
the disclosures are currently overly repetitive, jumbled and not clearly presented.  Please
completely revise your permissions and approvals disclosures to condense, consolidate
and to clearly present the information.  Clearly lay out the permissions and approvals
requirements and discuss whether and how you are covered by such requirements.  To the
extent you have obtained an opinion of counsel regarding your permissions and
approvals to operate your business or to offer the securities, please name counsel and
clarify specifically what has been opined upon.  If an opinion was not obtained with
respect to either the company's operations or this offering, state as much and explain why
such an opinion was not obtained.  Lastly, please also revise Prospectus Summary
accordingly.
3.Please refer to your HFCAA and PCAOB disclosures.  We note that the included
disclosures are dated and incomplete.  Please revise your disclosure to reflect and discuss
the most recent PCAOB determinations on these issues.
4.We note that the cover page heading references "100,000,000 Shares of Comon Stock."
Please revise to correctly refer to "Common Stock."  Additionally, we note that the cover
page states that "SIPP International Industries, Inc is the holding company located in
Nevada and controls 100% shares of Wahoo Holdings Ltd. (WHL), a BVI company."
The reference to SIPP International Industries, Inc. appears to be an incorrect reference.
Please revise as applicable.
5.We note your disclosure that "[t]he following table provides details on the license and
permission held by SJMC."  No table was been included.  Please revise as applicable.
6.We note your disclosure in multiple locations that "WHL through its China based
subsidiary SJMC is a professional prefabricated food supply chain company."  Please
reconcile with your disclosure that SJMC "provides business consulting services."
Risk Factors
The audit report included in this Amendment..., page 18
7.We note your revisions pursuant to comment 4 and reissue in part. While you disclosed
the risk associated with the depravation of full PCAOB inspections, you did not refer to
the fact that the PCAOB vacated its 2021 determination, and as such is currently able to
conduct audit inspections under the HFCAA in Hong Kong and China. Please revise your
disclosure to reflect the most recent PCAOB determinations, and to disclose the risks
associated with a possibility that the PRC could adopt positions in the future that would

 FirstName LastNameZonghan Wu
 Comapany NameSSHT S&T Group Ltd.
 January 22, 2024 Page 3
 FirstName LastName
Zonghan Wu
SSHT S&T Group Ltd.
January 22, 2024
Page 3
prevent the PCAOB from continuing to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong. Additionally, revise the prospectus
throughout to reflect this disclosure and the most recent PCAOB determinations.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeff Turner, Esq.