SecProbe.io

July 24, 2024
Fufei Lin
Chief Executive Officer
Aigo Holding Ltd
4th floor, Building No. 26, Ju Yuan Zhou Garden
Jinshan Industrial Zone, 618 Jinshan Avenue, Jianxin Town
Fuzhou City, Fujian Province, China 350028
Re:Aigo Holding Ltd
Draft Registration Statement on Form F-1
Submitted June 28, 2024
CIK No. 0002025255
Dear Fufei Lin:
            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 submitted June 28, 2024
Cover Page
1.Please revise disclosure regarding your post-offering ownership structure to identify Fufei
Lin as the CEO of your company and quantify the percentage of aggregate voting power
he will control. State, if true, that Mr. Lin will control the outcome of any matter requiring
shareholder approval, and clarify whether you intend to rely upon any "controlled
company" exemptions from listing standards upon consummation of the offering. Make
conforming revisions in the prospectus summary and related risk factor so that all of this
information is presented there as well.
Where you discuss your holding company corporate structure, revise to disclose that this
structure involves unique risks to investors. Your disclosure should acknowledge that
Chinese regulatory authorities could disallow this structure, which would likely result in a
material change in your operations and/or a material change in the value of the securities 2.

July 24, 2024
Page 2
you are registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
3.Where you discuss being subject to PRC laws and regulations, revise to state that there are
legal and operational risks associated with your operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or 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. Additionally,
while we note your statement that the potential impact of certain recent statements and
regulatory actions by China’s government is “uncertain,” please elaborate on how these
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange. Lastly, please revise to cross-reference individual
risk factors, rather than the broad “Risks Related to Our Legal and Regulatory
Environment” section.
4.We note your discussion of transfers of cash through your organization, as well as your
statement that your Cayman Islands holding company has not paid dividends to
shareholders to date. Please further state whether any transfers, dividends, or distributions
have been made to date between the holding company and its subsidiaries, or to investors,
and quantify the amounts where applicable. Provide cross-references to the consolidated
financial statements.
5.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC or Hong Kong or a
PRC or Hong Kong entity, the funds may not be available to fund operations or for other
use outside of the PRC or Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash. On the cover page, provide cross-references to these other
discussions.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover
page to the discussion of this issue in the prospectus summary.
7.Please expand your discussion of limitations on your ability to transfer cash between you,
your subsidiaries, and investors. In this regard, we note that you reference “certain
restrictions under the applicable local laws, including the laws of China,” without
additional information on the nature of these restrictions. Provide a cross-reference to
your discussion of this issue in your summary risk factors and risk factors sections, as
well.
8.Please highlight the cross-reference to the risk factors section on the cover page by
prominent type or in another manner. Refer to Item 501(b)(5) of Regulation S-K.

July 24, 2024
Page 3
Prospectus Summary
Overview, page 1
9.Please revise to provide a more thorough and balanced description of your financial
condition in the prospectus summary. In this regard, we note that you highlight increases
in your revenues and gross profit from 2022 to 2023 but do not acknowledge your lower
net income in 2023 and net loss in 2022.
Risks related to our Company
Risks related to our legal and regulatory environment, page 3
10.Where you discuss the significant regulatory, liquidity, and enforcement risks associated
with your operations in China, 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 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. For each
summary risk factor, provide a cross-reference to the relevant individual risk factor.
Our Corporate History and Structure, page 4
11.Please relocate your diagram of the company’s corporate structure so that it is located
early in the prospectus summary. Please also revise the diagram to identify clearly the
entity in which investors are purchasing their interest and the entities in which the
company’s operations are conducted. State, if true, that you do not use a variable interest
entity (VIE) structure.
Cash transfers and dividend distributions, page 6
12.Please confirm whether your statement that “no assets were transferred between [y]our
company and a subsidiary” in 2022 and 2023 encompasses transfers of cash, and expand
to provide such disclosure up to the date of the prospectus. Please also confirm whether
the dividends paid by Fuzhuo Aigostar have been the only dividends or distributions
between the holding company, subsidiaries, and investors to date, and address the tax
consequences of such dividends. Provide a cross-reference to the consolidated financial
statements. Additionally, please describe the “currency exchange control measures
imposed by the PRC government,” “certain restrictions under…laws of the PRC”
impacting loans and capital contributions to subsidiaries, and any other restrictions or
limitations on your ability to transfer cash between entities, across borders, and to U.S.
investors or your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.

July 24, 2024
Page 4
Regulatory Permissions and Licenses for Our Operations in China and This Offering, page 6
13.Disclose each of the “certain licenses, permits and approvals from relevant governmental
authorities” that you or your subsidiaries are required to obtain from Chinese authorities
to operate your business. Confirm whether the filing requirement with the China
Securities Regulatory Commission (CSRC) is the only permission or approval required to
offer the securities being registered to foreign investors, and state whether you or your
subsidiaries are covered by permissions requirements from the Cyberspace
Administration of China (CAC). State affirmatively whether you have received all
requisite permissions and approvals and whether any permissions or approvals have been
denied. In this regard, you state that you “have obtained licenses, permits and
registrations…necessary and material for [y]our business operations in China,” but the
disclosure here should not be qualified by materiality. Describe the consequences to you
and your investors if you or your subsidiaries (i) do not receive or maintain requisite
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future. We note that you address
these possibilities but do not describe potential consequences.
14.It is unclear whether you have relied upon an opinion of counsel with respect to your
conclusions regarding permissions and approvals to operate your business and to offer
securities to investors, as you reference PRC counsel elsewhere but not in this section. If
you have not relied upon an opinion of counsel, state as much and explain why such an
opinion was not obtained. If you have relied upon an opinion of counsel, revise to clarify
as much.
Implications of Being a Foreign Private Issuer, page 7
15.Disclose here, as you do in the Management section beginning at page 102, that you plan
to take advantage of certain "home country practice" exemptions from Nasdaq listing
rules, and briefly summarize the exemptions upon which you intend to rely. Similarly
revise risk factor disclosure related to your status as a foreign private issuer.
Risk Factors, page 13
16.Please revise to include a risk factor regarding the material weaknesses that you have
identified in your internal control over financial reporting, as discussed at page 57.
Explain your remediation plan and disclose whether there is a timeline for such plan and
any associated material costs.
Risks Related to Our Business and Industry
Changes in external economic environment may decrease the demand for our products..., page 14
We note your statement that you "have experienced failure to achieve financial goals
primarily due to the outbreak of the Russian-Ukraine war." Please provide further
information to explain how the Russian-Ukraine war has impacted your results of
operations. To the extent applicable, disclose any known trends or uncertainties that have
had or are reasonably likely to have a material impact on your cash flows, liquidity,
capital resources, cash requirements, financial position, or results of operations arising
from, related to, or caused by the global disruption from, Russia’s invasion of Ukraine. 17.

July 24, 2024
Page 5
Trends or uncertainties may include impairments of financial assets or long-lived assets;
declines in the value of inventory, investments, or recoverability of deferred tax assets;
the collectability of consideration related to contracts with customers; and modification of
contracts with customers.
Risks Related to Our Legal and Regulatory Environment
The PRC government may intervene in or influence our operations in China..., page 25
18.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. We note that you state here, “…if we were to
become subject to the direct intervention or influence of the Chinese government…,” but
it appears from disclosure elsewhere that PRC laws and regulations already impact your
business operations in China. Highlight separately the risk 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. In this regard, this risk
factor inappropriately focuses on oversight over third party suppliers in China rather than
your own operations. Also, given recent statements by the Chinese government indicating
an intent to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers, acknowledge the risk that any such
action 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. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.
Complying with evolving laws and regulations regarding cybersecurity..., page 27
19.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please expand this or another risk factor to specifically address how this
oversight impacts your business and your offering and to what extent you believe that you
are compliant with the regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 39
20.We note your disclosure that approximately 20% of net proceeds will be used for
"purchasing warehouses for existing markets and establishing a warehousing system in
new markets." If you will directly or indirectly acquire assets outside of the ordinary
course of business, revise to briefly describe the assets and their cost. We further note that
approximately 20% of net proceeds may be used for "acquisitions of, or investments in,
other businesses or technologies." To the extent you have identified any particular
businesses as acquisition targets, provide information on the status of the acquisition.
Refer to Item 3.C.3 and Item 3.C.4 of Form 20-F. Additionally, please revise your risk
factor regarding use of proceeds at page 34 to reflect that you also intend to use the
proceeds of the offering to expand your warehousing facilities.

July 24, 2024
Page 6
Enforcement of Civil Liabilities, page 43
21.If one or more of your directors, officers, or members of senior management are located
in the PRC or Hong Kong, revise to state that is the case and identify the relevant
individuals. Make conforming revisions in the risk factor related to enforceability at page
33.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
46
22.We note you present convenience tr