SecProbe.io

February 14, 2025
Yujie Chen
Chief Executive Officer
Grande Group Limited
Suite 2701, 27/F., Tower 1
Admiralty Center, 18 Harcourt Road
Admiralty, Hong Kong
Re:Grande Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed January 30, 2025
File No. 333-283705
Dear Yujie Chen:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 30, 2024
letter.
Amendment No. 1 to Form F-1
Cover Page
We note your response to comment 3 in our letter dated October 25, 2024 and the
revised disclosure on the Cover Page and elsewhere regarding various Chinese
regulations. You state on page 12 that you are not currently required to obtain any
permission or approval from the Mainland China authorities, including the CSRC and
CAC, to operate your business. We also note your response to prior comment 1 and
the updated disclosure regarding the increased number of clients in Mainland China.
Please revise to clarify the extent to which any Chinese regulations apply to you, your
subsidiaries or affiliates. As non-exclusive examples:1.

February 14, 2025
Page 2
•Please reconcile the statements indicating that you are not subject to regulation by
PRC authorities with the fact that a significant number of your clients have been
in Mainland China over the last few periods, as disclosed in your revised Cover
Page. In this regard, it is unclear whether you maintain a physical presence in
China. Even without a physical presence, it is unclear whether, and if so how, you
are able to conduct activities in the regulated financial markets with PRC
customers without being subject to oversight;
•We note the statement on page 12 that the Operating Subsidiary has collected and
stored personal information of a number of Mainland China individuals and
acquired their consents. Please revise Regulations beginning on page 94 to
address the extent to which China has regulations or policies that could be deemed
by their authorities as covering the acquisition of clients for the financial and
other services you provide. In this regard, revise Business to clarify how you
acquire and maintain clients in Mainland China. For example, advise whether you
maintain an internet presence in China or engage in marketing activities in China;
•We note that you engage in regulated activities, including Type 1 (dealing in
securities) and Type 6 (advising on corporate finance). With a view to clarifying
disclosure in Business and Risk Factors, advise us whether these regulated
activities create a risk that you may be deemed to be involved in activities that
require permissions, licensing, consent or other action in order to solicit and
engage in activities involving entities or individuals from Mainland China; and
•With a view to clarifying disclosure in Business and Risk Factors, advise us
whether, and if so, how you engage in cross-border transfers of Chinese or other
currency with Mainland China clients.
            Please contact Victor Cecco at 202-551-2064 or Lory Empie at 202-551-3714 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yuning “Grace” Bai