Correspondence 0001213900-24-086151 from Lianhe Sowell International Group Ltd (LHSW)
Lianhe Sowell International Group Ltd
Date: Oct. 8, 2024 · CIK: 0002004024 · Accession: 0001213900-24-086151
AI Filing Summary & Sentiment
File numbers found in text: 333-279303
Referenced dates: September 17, 2024
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Attention: Uwem Bassey Re: Lianhe Sowell International Group Ltd Registration Statement on Form F-1 Filed September 4, 2024 File No. 333-279303
Dear Mr. Uwem Bassey:
Lianhe Sowell International Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 17, 2024 (the “Letter”) regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously, the Company is submitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”) via Edgar.
The Staff’s comments are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in Amendment No. 1.
Amendment No. 1 to Form F-1 filed September 4, 2024
Dilution, page 62
1. We note you disclose net tangible book value as of March 31, 2024, of $7,128,317 and pro forma as adjusted net tangible book value of $6,759,684. As the pro forma as adjusted amount is intended to reflect the proceeds from and shares issued in this offering, please provide us with the calculations for this amount or otherwise revise.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 62 of Amendment No.2.
2. We note your revised disclosure and response to prior comment 7. Please further revise each of the policies for which you provide critical accounting estimates to disclose qualitative and quantitative information necessary to understand the estimation uncertainty and impact that such estimates have materially had, or are reasonably likely to have, on your financial condition or results of operations. Describe why each critical accounting estimate is subject to uncertainty and, to the extent material, how much each estimate and/or assumption has changed over a relevant period, and the sensitivity of the reported amounts to the material methods, assumptions and estimates underlying its calculation. We refer you to Item 5.E of Form 20-F.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 70 and 71 of Amendment No.2.
Division of Corporation Finance
Office of Technology
U.S. Securities & Exchange Commission
October 8, 2024
Page 2
Regulations
Regulation Relating to Wholly Foreign-owned Enterprises, page 105
3. We note that your current and planned businesses are not on the 2021 Negative List “to the best of [y]our knowledge.” Please discuss whether there are any uncertainties regarding whether you operate in an industry specified as either “restricted” or “prohibited” from foreign investment in the Negative List. Tell us whether you consulted with your PRC legal counsel in determining your status under the Negative List.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 105 of Amendment No.2.
Financial Statements
Consolidated Statements of Cash Flows, page F-7
4. We note that operating and financing cash flows for fiscal 2023 have been restated such that amounts due to/due from related parties and shareholders are now netted and presented as financing activities. Please provide the specific guidance in ASC 230-10 that you applied in netting these receivables and payables and specifically address how you considered the fact that the asset and liabilities are not with the same party. Also, tell us how you considered whether this change represents an error in previously issued financial statements. Refer to ASC 250-10.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages F-2, F-7 and F-17 of Amendment No.2 to present cash flows for amounts due to/due from related parties and shareholders on a gross basis per ASC 230-10-45-7. These revisions had no impact on the Company’s income statement or financial position. Disclosure about correction of an error in previously issued financial statements is made on pages F-2 and F-17 according to ASC 250-10-50-7.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of Robinson & Cole LLP, at (212) 451-2942.
Very truly yours,
By:
/s/ Yue Zhu
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Lianhe Sowell International Group Ltd
Shenzhen Integrated Circuit Design Application
Industry Park
Unit 505-3, Chaguang Road No. 1089
Nanshan District, Shenzhen, China
October 8, 2024
VIA EDGAR
Division of Corporation Finance
Office of Technology
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Uwem Bassey
Re:
Lianhe Sowell International Group Ltd
Registration Statement on Form F-1
Filed September 4, 2024
File No. 333-279303
Dear Mr. Uwem Bassey:
Lianhe Sowell International
Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 17, 2024 (the “Letter”)
regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously,
the Company is submitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”) via Edgar.
The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in Amendment
No. 1.
Amendment No. 1 to Form F-1 filed September 4, 2024
Dilution, page 62
1. We note you disclose net tangible book value as of March 31, 2024, of $7,128,317 and pro forma as adjusted
net tangible book value of $6,759,684. As the pro forma as adjusted amount is intended to reflect the proceeds from and shares issued
in this offering, please provide us with the calculations for this amount or otherwise revise.
Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 62 of Amendment No.2.
2. We note your revised disclosure and response to prior comment 7. Please further revise each of the
policies for which you provide critical accounting estimates to disclose qualitative and quantitative information necessary to understand
the estimation uncertainty and impact that such estimates have materially had, or are reasonably likely to have, on your financial condition
or results of operations. Describe why each critical accounting estimate is subject to uncertainty and, to the extent material, how much
each estimate and/or assumption has changed over a relevant period, and the sensitivity of the reported amounts to the material methods,
assumptions and estimates underlying its calculation. We refer you to Item 5.E of Form 20-F.
Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 70 and 71 of Amendment No.2.
Division of Corporation Finance
Office of Technology
U.S. Securities & Exchange Commission
October 8, 2024
Page 2
Regulations
Regulation Relating to Wholly
Foreign-owned Enterprises, page 105
3. We note that your current and planned businesses are not on the 2021 Negative List “to the best
of [y]our knowledge.” Please discuss whether there are any uncertainties regarding whether you operate in an industry specified
as either “restricted” or “prohibited” from foreign investment in the Negative List. Tell us whether you consulted
with your PRC legal counsel in determining your status under the Negative List.
Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 105 of Amendment No.2.
Financial Statements
Consolidated Statements of Cash
Flows, page F-7
4. We note that operating and financing cash flows for fiscal 2023 have been restated such that amounts
due to/due from related parties and shareholders are now netted and presented as financing activities. Please provide the specific guidance
in ASC 230-10 that you applied in netting these receivables and payables and specifically address how you considered the fact that the
asset and liabilities are not with the same party. Also, tell us how you considered whether this change represents an error in previously
issued financial statements. Refer to ASC 250-10.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages F-2, F-7 and F-17 of Amendment No.2 to present
cash flows for amounts due to/due from related parties and shareholders on a gross basis per ASC 230-10-45-7. These revisions had no impact
on the Company’s income statement or financial position. Disclosure about correction of an error in previously issued financial
statements is made on pages F-2 and F-17 according to ASC 250-10-50-7.
We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of
Robinson & Cole LLP, at (212) 451-2942.
Very truly yours,
By:
/s/ Yue Zhu
Yue Zhu
cc:
Anna J. Wang, Esq.