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United States securities and exchange commission logo
January 19, 2024
Weiqi Huang
Chief Executive Officer and Chairman of the Board
Skycorp Solar Group Ltd
Room 303, Block B
No.188 Jinghua Road, Yinzhou District
Ningbo City, Zhejiang Province
China, 315048
Re:Skycorp Solar Group Ltd
Draft Registration Statement on Form F-1
Submitted December 19, 2023
CIK No. 0002001288
Dear Weiqi Huang:
            We have reviewed your draft registration statement and have the following comment(s).
            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.
Draft Registration Statement on Form F-1 Filed December 19, 2023
Prospectus Cover Page, page i
1.Please revise your prospectus cover page to disclose how regulatory actions related to data
security or anti-monopoly concerns in Hong Kong have or may impact the company’s
ability to conduct its business, accept foreign investment or list on a U.S./foreign
exchange. We note your disclosure stating that "[a]s confirmed by our PRC counsel,
Jiangsu Junjin Law Firm, we are not subject to cybersecurity review with...CAC" as well
as your cross-reference to the related individual risk factor.
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. We note your statement that other than
cash transferred through our organization by way of intra-group transactions, there were

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no other cash transfers and transfers of other assets between your holding company and
your subsidiaries during the fiscal years ended September 30, 2022 and 2021. Please
revise your disclosure to expand your discussion regarding what constitutes intra-group
transactions. We note, for example, that your disclosure under Related Party Transactions
disclosed numerous loans made and owed to the company.
About This Prospectus
Conventions that Apply to this Prospectus, page ii
3.Please revise your definition of Hong Kong to clarify that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong. This disclosure
may appear here, in the definition itself, or in an appropriate discussion of legal and
operations risks. We note that you conduct your business operations through your PRC
subsidiaries. However, we also note your corporate structure includes the entity
"GreenHash Limited" a Hong Kong company that holds 100% ownership interest in your
Ningbo WFOE and Guangzhou WFOE.
About This Prospectus, page iii
4.We note your disclosure that your reporting currency is the RMB. We also note your
disclosure on page F-9 that your reporting currency is the U.S. dollar. Please revise for
consistency.
Impact of COVID-19, page 8
5.You indicate that your production and sales of solar PV products resumed gradually in the
second half of 2020 and the fiscal year 2021, and your total revenues increased by
approximately 165% for fiscal year 2021 as compared to fiscal year 2020, however we
presume some amount of those revenues are attributable to your HPC product sales. Also,
your disclosure that the COVID-19 pandemic has not had a significant negative impact on
your operating entities' operations or financial performance to date appears to conflict
with your risk factor disclosure on page 32, which suggests otherwise. Please revise your
disclosure.
Summary of Risks Factors, page 8
6.We note your risk factors outlined under "Risks Related to Doing Business in
China." Please revise to expand your Summary and the related risk factors to 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

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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.
Implications of Being a Controlled Company, page 14
7.You state that you do not intend to rely on the controlled company exemptions under the
Nasdaq listing rules, however, given that many of the same exemptions are available to
you as a foreign private issuer, revise to clarify whether you will nevertheless rely upon
them.
Risk Factors, page 17
8.Please revise this section to provide disclosure regarding the risks associated with your
related party transactions and how the proportion of monies due from related parties as
well as the practice of making significant loans to certain of your executive officers and
directors may result in adverse affects, for example, to your business, financial condition
and results of operations. Specifically, we note that, as of September 30, 2022, $6,631,755
was due from related parties or nearly 11% of revenues totaling $62,148,521 for the same
period.
Risks Related to Doing Business in China
Changes, application and interpretation with respect to the applicable legal laws and
regulations..., page 17
9.Revise to  acknowledge the risks and uncertainties regarding the enforcement of laws in
China and that rules and regulations in China can change quickly with little advance
notice.
The Chinese government exerts substantial influence..., page 20
10.Revise to state that the Chinese government may intervene or influence your operations at
any time, which could result in a material change in your operations and/or the value of
your securities.
Our financial and operating performance may be adversely affected..., page 26
11.You reference the impact of the general economic conditions, natural catastrophic events,
epidemics, and public health crises that impact the metaverse industry, however, it is
unclear how your operations are related to the metaverse industry.  Please revise.

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You may experience difficulties in effecting service of legal process, enforcing foreign
judgments..., page 26
12.In this risk factor you disclose that all of your senior executive officers reside outside of
the U.S. Revise your disclosure here to identify your directors, officers and members of
senior management that are located in the PRC/Hong Kong. Revise your disclosure in the
section titled "Enforceability of Civil Liabilities" as necessary.
Corporate History and Structure
Corporate Structure, page 52
13.Your corporate structure diagram reflects the 65% ownership interest you hold in
Zhejiang Pntech, the operating subsidiary that engaged in one of your primary business
activities, the sale of PV products and HPC servers. Please revise your diagram here and
in the Prospectus Summary to disclose the entity and/or individuals that hold the
remaining 35% in this operating subsidiary as well as the 25% interest not held by you in
Ningo Pntech.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating Activities, page 59
14.Please revise your disclosures to include an analysis of your cash flows from operating
activities that explains significant year-to-year variations in the line items reflected in your
statements of cash flows (e.g. provide an explanation for the significant changes in your
bad debt provision, inventories, net, prepaid expenses and other current assets and
accounts payables and other liabilities, etc.). Your analysis should not merely recite
information presented in the consolidated statements of cash flows. Please refer to SEC
Release No. 33-8350.
Industry, page 64
15.Please revise this section to briefly provide context for your enterprise within the scope of
your industry and anticipated growth in the solar PV energy industry and HPC server
industry. In this regard, we note that your disclosure reflects high-growth potential for
these industries and elsewhere you discuss your planned continued investment in research
and development. However, at the beginning of your Business section on page 70, you
also describe your company as "a high-tech small and medium enterprise."
Declining Solar PV Energy Costs, page 65
16.Please revise your Industry section and elsewhere throughout your registration statement
as appropriate to either briefly substantiate or delete promotional phrases. For example,
we note that in this section you state that "we expect solar PV energy will become the
backbone of future clean energy development in the next few years, and the PV industry

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will thrive" and in the following paragraph you state that "the reality turned out to be
brighter than our expectations."
Global booming Solar PV Markets, page 65
17.Please revise this section and elsewhere throughout your Industry discussion to make clear
which year or other period you are referring to in your disclosure. For example, you state
here that "[t]his year's list also includes the United Kingdom again..." but it is unclear
what year you are referring to (i.e., the Global Market Outlook report for 2022, the current
calendar year, or a certain fiscal year).
Overview of the HPC Server Industry, page 67
18.Please revise your disclosure here and elsewhere as appropriate to provide a definition or
full-meaning of certain abbreviated industry terms. For example, in this section your refer
to "on-prem" HPC server market but it is not clear what this term means.
Business, page 70
19.In an appropriate place in this discussion, revise to provide a description of the principal
markets in which the company competes, including a breakdown of total revenues by
geographic market for each of the last three financial years.  Refer to Item 4.B.2 of Form
20-F.
Our Strategies
Invest in business expansion, page 72
20.In the paragraph at the top of the page, you state that you plan to introduce two product
lines (i.e., junction boxes and smart junction boxes, and intelligent solar charging boxes).
Please revise your disclosure to briefly discuss how these two new product lines will
"enhan[ce] customer loyalty and market penetration" and "offer convenience to EV
drivers and generate long-term income for our company," respectively.
Continue to enhance our customized products and brand recognition, page 72
21.Revise your disclosure to briefly discuss how planned customized products will
combine your sales of solar PV products and HPC servers.
Customers
HPC Server Business, page 77
22.You disclose that for the fiscal year ended September 30, 2022, your HPC server business
revenue accounted for 55.5% of the total revenue compared to 61.9% for the fiscal year
ended September 30, 2021. Additionally, you state that you have two major customers for
each of these two years with revenues from these customers accounting for 71.8% and
70.4% of the HPC server business revenue for each of these fiscal years, respectively.
Please revise your disclosure to make clear whether you have written agreements with

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each of these two customers. If so, please file these agreements in accordance with Item
601(b)(10)(ii)(B) of Regulation S-K as it appears that your business is substantially
dependent on these customers to sell a major part of your products or services. We note
that your Exhibit Index reflects several "forms of" sales agreements to be filed by
amendment.
Management
Code of Business Conduct and Ethics, page 105
23.Please revise your disclosure to accurately reflect the exhibit number of your Code of
Business Conduct and Ethics. In this regard, we note that your Exhibit Index currently
reflects that this document will be filed by amendment as Exhibit 14.1 consistent with
Item 601 of Regulation S-K.
Due from related parties, page 107
24.Please revise your disclosure to provide discussion regarding the purpose or nature of
providing loans to certain of your executive officers as well as affiliated entities Skyline
Tech Limited (BVI), Baili Group Limited (BVI), Linshan Group Limited (BVI) and
Helios Tech Limited (BVI). In this regard, we note footnote (2) describing an interest free
loan with no specific payment terms made to your CEO, Weiqu Huang, with an
outstanding balance of $4,408,716 as of the date of your prospectus.
Related Party Transactions, page 107
25.We note numerous loans made by you to certain related parties, including executive
officers and their affiliated entities. Please revise your disclosure to discuss whether these
loan agreements, in each instance, are written or verbal agreements. If written, please file
any agreements as applicable under Item 601(b) of Regulation S-K.
Index to Consolidated Financial Statements, page F-1
26.Please update your audited financial statements and corresponding financial information
throughout your registration statement to comply with Item 8.A.4 of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2
27.Please have your independent auditors revise their report to describe the principal
considerations that led the auditors to determine that the matter is a critical audit matter,
refer to the relevant financial statement accounts or disclosure that relate to the critical
audit matter, and include the language preceding critical audit matter in the audit report.
Refer to paragraphs .14b, .14d and .15 of PCAOB AS 3101.

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Consolidated Balance Sheets, page F-3
28.Please revise your consolidated balance sheets to present non-controlling interest as a
separate component of shareholders’ equity, separately from parent’s equity. Please refer
to ASC 810-10-45-16.
Consolidated Statements of Cash Flows, page F-6
29.Please present changes in payable pertaining to operating activities separately from other
liabilities. Refer to ASC 230-10-45-29.
30.Please describe for us the nature of your cash inflow from operating lease liabilities and
cash outflow used to repaid for right-of-used asset in your cash flows from investing
activities. Tell us how your classification of these items as cash flows f