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Correspondence 0001104659-24-007087 from JIADE Ltd (JDZG)

JIADE Ltd
Date: Jan. 26, 2024 · CIK: 0001976908 · Accession: 0001104659-24-007087

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File numbers found in text: 333-276283

Referenced dates: January 23, 2024

Date
January 26, 2024
Author
/s/ Yuan Li
Form
CORRESP
Company
JIADE Ltd

Letter

JIADE LIMITED

January 26, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attention: Patrick Kuhn

Joel Parker

Rucha Pandit

Lilyanna Peyser

Re: JIADE LIMITED

Registration Statement on Form F-1

Filed December 27, 2023

File No. 333-276283

Ladies and Gentlemen:

This letter is in response to the letter dated January 23, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to JIADE LIMITED (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed to accompany this letter.

Registration Statement on Form F-1

Resale Prospectus - Prospectus Cover Page, page A-1

1. Please revise the prospectus cover page of the resale prospectus to include the disclosure that appears on the prospectus cover page of the Public Offering Prospectus regarding your status as a China based issuer. Refer to the Sample Letter to China Based Companies for guidance.

In response to the Staff’s comments, we have revised our disclosure on the cover page of the Resale Prospectus of the Amended Registration Statement to include the disclosure that appears on the cover page of the Public Offering Prospectus regarding our status as a China based issuer.

General

2. Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.

In response to the Staff’s comments, we have filed Exhibit 99.8 to request that the Commission waive the requirement of Item 8.A.4 of Form 20-F and confirm that we are not required to comply with the 12-month requirement of audited financial statements in any other jurisdiction outside the United States, and that complying with the 12-month requirement is impracticable or involves undue hardship.

We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,
/s/ Yuan Li

Show Raw Text
CORRESP
1
filename1.htm

JIADE LIMITED

January 26, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
     Patrick Kuhn

    Joel Parker

    Rucha Pandit

    Lilyanna Peyser

    Re:
    JIADE LIMITED

    Registration Statement on Form F-1

    Filed December 27, 2023

    File No. 333-276283

Ladies and Gentlemen:

This letter is in response to the letter dated
January 23, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to JIADE LIMITED (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-1 (the
 “Amended Registration Statement”) is being filed to accompany this letter.

Registration Statement on Form F-1

Resale Prospectus - Prospectus Cover Page,
page A-1

1. Please revise the prospectus cover page of the resale prospectus
to include the disclosure that appears on the prospectus cover page of the Public Offering Prospectus regarding your status as a
China based issuer. Refer to the Sample Letter to China Based Companies for guidance.

In response to the Staff’s comments, we
have revised our disclosure on the cover page of the Resale Prospectus of the Amended Registration Statement to include the disclosure
that appears on the cover page of the Public Offering Prospectus regarding our status as a China based issuer.

General

2. Please update your financial statements, or file as an exhibit
to the filing the necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instruction
2 thereto.

In response to the Staff’s comments,
we have filed Exhibit 99.8 to request that the Commission waive the requirement of Item 8.A.4 of Form 20-F and confirm that we
are not required to comply with the 12-month requirement of audited financial statements in any other jurisdiction outside the
United States, and that complying with the 12-month requirement is impracticable or involves undue hardship.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Yuan Li

    Name:
    Yuan Li

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC