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May 16, 2024
Tsz Kin Wong
Chairman of the Board, Executive Director and Chief Executive Officer
Powell Max Limited
22/F., Euro Trade Centre,
13-14 Connaught Road Central,
Hong Kong
Re:Powell Max Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 30, 2024
CIK No. 0002012096
Dear Tsz Kin Wong:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
April 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted April 23, 2024
Cover Page
1.We note your response to prior comment 2, but your revised disclosure does not appear to
address 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. Please direct us to the particular place on
your cover page, or revise accordingly so as to briefly summarize 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. In this regard, while we note that your cover page disclosure

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 May 16, 2024 Page 2
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
May 16, 2024
Page 2
discusses anti-monopoly and data security measures, such disclosure is limited to PRC
measures as opposed to Hong Kong measures. As a further example, please summarize
the impact of the "data privacy and personal information requirements of the PDPO," as
you now do in your revised disclosure on page 36.
2.We note your response to prior comment 3, as well as your revised disclosure that
"[d]uring the years ended December 31, 2022 and 2023 and as of the date of this
prospectus, Powell Max and JAN Financial had not distributed any cash dividends or
made any other cash distributions." We reissue the comment in-part. In addition to cash
dividends and cash distributions, please clarify whether there have been any cash transfers
between Powell Max and JAN Financial, or to investors, quantify such amounts as
applicable and state the direction of any such transfer. Make conforming changes
throughout your prospectus as applicable, including in your section entitled “Transfers of
Cash To and From Our Subsidiaries” on page 4.
Permission Required from Hong Kong and PRC Authorities, page 10
3.We note your response to prior comment 9, as well as your revised disclosure here that
you relied upon your PRC Counsel regarding the conclusion that you are not required to
obtain regulatory approval from the CSRC. Please also disclose here, as you do on page
34, that "as advised by our PRC Counsel, China Commercial Law Firm, . . . we are not
subject to cybersecurity review by the CAC for this Offering or required to obtain
regulatory approval from the CAC nor any other PRC authorities for our and our
subsidiaries’ operations . . . ."
Use of Proceeds, page 57
4.We note your responses to prior comments 14 and 15, as well as your revised disclosure
on page 77 that "we do not have any business presence in the U.S.. To this end, we plan to
set up new branches and offices in the U.S . . . ." Please revise your disclosure here where
you refer to "our overseas business entities, branches and offices," to clarify that you will
be using 10% of the proceeds to register and operate "new" overseas business entities,
branches and offices in the U.S. Additionally, disclose that "[w]e have not identified any
target to pursue such acquisitions," and that "[w]e aim to selectively identify suitable
targets, such as . . . ," as you do in your revised disclosure on page 77.
Capitalization, page 59
5.You disclose bank borrowings outstanding in the latest balance sheet presented. Please
include in historical capitalization any bank borrowings outstanding at the latest balance
sheet date presented.  Additionally, tell us whether you consider the amount due to
ultimate beneficial shareholder included in trade and other payables to be capitalization,
and if so, include it as part of your historical capitalization.

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 May 16, 2024 Page 3
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
May 16, 2024
Page 3
Results of Operations, page 67
6.We note your response to prior comment 12, as well as your revised disclosure that, "[a]s
a result of which, we experienced reduced demand for our financial communication,
which affected our results of operations for the years ended December 31, 2022 and 2023,
respectively." However, you have not revised your "Results of Operations" disclosure to
indicate the specific impact, where possible, that COVID-19 had on your results of
operations for these periods. Please revise accordingly.  Refer to Item 5.A of Form 20-F.
Note 16. (Loss)/Profit before income tax, page F-28
7.We read your response to comment 19. Please disclose the items presented are the
material components of each of cost of sales, general and administrative expenses and
selling and distribution expenses so investors may clearly understand the context of the
disclosure. Consider a new description of the note consistent with what the note intends to
represent.
            Please contact Blaise Rhodes at 202-551-3774 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam