SecProbe.io

November 15, 2024
Wong Ngai Chiu
Chief Executive Officer
Gifts International Holdings Ltd
Unit A&B, 7/F., Fuk Chiu Factory Building
No.20 Bute Street
Mongkok, Kowloon
Hong Kong
Re:Gifts International Holdings Ltd
Draft Registration Statement on Form F-1
Submitted October 21, 2024
CIK No. 0002032274
Dear Wong Ngai Chiu:
            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 October 21, 2024
Cover Page
Identify your controlling shareholder on the cover page and state, if true, that he will
have the ability to control matters requiring shareholder approval, including the
election of directors, amendment of organizational documents, and approval of major
corporate transactions, such as a change in control, merger, consolidation, or sale of
assets. Provide this disclosure in the prospectus summary at page 2 and in your risk
factor at page 36, and discuss "controlled company" exemptions from Nasdaq listing
standards and whether you intend to rely upon any in your prospectus summary and 1.

November 15, 2024
Page 2
risk factor disclosure as well. Please also revise the references on the cover page and
elsewhere to multiple "controlling shareholders," as it appears that you will be
controlled by an individual who also serves as your chairman and CEO.
2.Where you discuss your corporate structure, acknowledge that Chinese regulatory
authorities could disallow your holding company structure, which would likely result
in a material change in your operations and/or a material change in the value of the
securities 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.Provide prominent disclosure about the legal and operational risks associated with
being based in or having the majority of the company’s operations in Hong Kong and
Macau. 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. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the
use of VIEs and data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
4.Revise to provide a more fulsome description of how cash is transferred through your
organization. Additionally, we note your disclosure regarding dividends paid by your
Hong Kong subsidiary during the years ended March 31, 2023 and 2024. State
whether these are the only transfers, dividends, or distributions made to date between
the holding company, its subsidiaries, or to investors, or expand your disclosure to
quantify any additional amounts if applicable. Provide cross-references to the
condensed consolidating schedule, if applicable, and 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 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, your subsidiaries, or the
consolidated VIE by the PRC government to transfer cash. On the cover page, provide
cross-references to these other discussions.
6.Supplement your disclosure that your subsidiaries “have not experienced any
difficulties or limitations” in transferring cash to date to speak more broadly to
whether there are any limitations on your ability to transfer cash between you, your
subsidiaries, or investors. Provide a cross-reference to your discussion of this issue in
your prospectus summary, summary risk factors, and risk factors sections as well.

November 15, 2024
Page 3
Other Pertinent Information, page ii
7.We note that your definition of “China” excludes Hong Kong and the Macau Special
Administrative Region of the PRC. As you appear to have some level of operations in
both locations, clarify that the legal and operational risks associated with operating in
China also apply to operations in Hong Kong/Macau. Additionally, we note that at
page 47 you state that you "serv[e] various occasions across Hong Kong, Macau, and
the southern part of the PRC." Please clarify whether you have any level of operations
in mainland China.
Transfers of Cash To and From Our Subsidiaries, page 2
8.Provide a more thorough description of how cash is transferred throughout your
organization, as we note that the only disclosure on this point is that you may provide
funding to the operating subsidiary through loans and/or capital contributions.
Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company, its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and
which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax
consequences. While we note your disclosure of certain dividends paid by your Hong
Kong subsidiary during the years ended March 31, 2023 and 2024, your disclosure
should make clear if these are the only transfers, dividends, or distributions made to
date. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries, to the parent company and U.S.
investors.
Permission Required from Hong Kong Authorities, page 3
9.Please revise to list each permission or approval that you or your subsidiaries are
required to obtain from Chinese authorities to operate your business and to offer the
securities being registered to foreign investors. Identify each permission and approval
from Hong Kong authorities that you state are necessary to operate your business, as
your disclosure suggests there may be additional permissions and approvals that are
not listed, and where you state that all have been received, also state whether any
permissions or approvals have been denied. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory
Commission (CSRC) or the Cyberspace Administration of China (CAC).
10.Please revise to clarify 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. In this regard, we note that you state you
have been “advised by” Hong Kong counsel. If such counsel has issued a formal
opinion, revise to clarify as much. If you have not relied upon an opinion of counsel,
state as much and explain why such an opinion was not obtained.

November 15, 2024
Page 4
Summary of Risk Factors
Risks Related to Doing Business in Hong Kong, page 3
11.We note your statement that, “The Chinese government…may exert more control over
securities offerings conducted overseas and/or foreign investment in Hong Kong-
based issuers…” Please further enhance this disclosure to acknowledge any risks that
any such 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. Additionally, please revise so that each summary risk factor
in this section has a cross-reference to the relevant individual detailed risk factor,
including page number.
Risk Factors
Substantially all of our operations are in Hong Kong. However, due to the long arm
provisions..., page 18
12.Where you discuss recent regulatory actions and statements by the PRC government
related to its ability to exert more oversight and control over offerings conducted
overseas and/or foreign investment in Hong Kong-based issuers, revise to
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 may become subject to a variety of PRC laws and other regulations regarding data
security..., page 21
13.Please revise this risk factor to state to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date. Clarify
whether you are subject to the Measures for Cybersecurity Review and, if not, how
you came to that conclusion and the basis on which you made that determination.
Risks Related to Our Business
There is no assurance that we can generate sufficient cash flow from operating activities...,
page 28
14.You state here that net cash inflow from operating activities was "US$677 million"
during fiscal 2024 and "US$700 million" during fiscal 2023, but it appears from your
financial statements and discussion of cash flows beginning at page 52 that these
amounts should be in thousands, rather than millions. Please revise for consistency or
advise.
Dividend Policy, page 42
15.Please revise to indicate whether you currently expect that cash dividends comparable
to those paid by your Hong Kong subsidiary during the fiscal years ended March 31,
2023 and 2024 will continue to be paid in the future and, if not, the nature of the
change in the amount or rate of cash dividend payments.

November 15, 2024
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 47
16.We note your disclosure on page 48 that you increased the average price of sales
orders by 13.2% from 2023 to 2024, which was mainly attributable to a "broad-
based price increase of our products." Revise to clarify if recent inflationary pressures
have materially impacted your operations. In this regard, identify the types of
inflationary pressures you are facing and how your business has been affected.
Business Section, page 71
17.Please explain the basis on which you characterize yourself as "[the] no. 1 corporate
gifting service provider in Hong Kong," "one of the leading market players in the
[B2B] corporate gifting industry in Hong Kong," and a "trusted global leader in the
corporate gifting industry," as well as why you disclose that you "have consistently
outperformed the market." Alternatively, state that these are management's beliefs.
Make conforming revisions in the prospectus summary, where applicable. Please also
clarify the source of the graphics presented throughout this section, and revise to
ensure that all text associated with these graphics is adequately contextualized. For
example, it is unclear why the text "Closed Deals - Insurance/Real Estate/Banking" is
included in the graphic at page 71 and the meaning of "40+ Products" in the graphic at
page 78. It is also unclear whether the graphic including a flag and "2025" at the top
of page 79 is meant to suggest that you anticipate expansion into the U.S. in 2025.
18.Please comprehensively revise throughout this section and elsewhere, such as the
prospectus summary, to ensure that each quantified performance metric presented is
accompanied by an explanation of how the metric is calculated and the relevant
measurement period. For example, we note that you refer to having served both "over
180,000" customers and 135,000 customers at page 72 without disclosing the date or
measurement period for such figures. As non-exclusive additional examples, we note
the following metrics presented in this section that are not adequately defined or
contextualized: complaint rate; products; gifts; reach; impression; unique visitors;
sessions; and page views.
Enhance Marketing Efficiency, page 79
19.We note your disclosure that you "intend to develop an artificial intelligence
marketing system," which is also a stated use of the proceeds from this offering.
Please provide a definition of "artificial intelligence" in the context of your business
and enhance your disclosure to provide an update on the stage of product development
for this marketing system. Disclose whether you intend to develop proprietary
artificial intelligence technology, utilize open-source technology, or license the use of
such technology. Add a risk factor addressing the material risks to your business,
operations, and financial condition in connection with the use and development of
products using artificial intelligence technology, as appropriate.

November 15, 2024
Page 6
Our Strategies and Future Plans, page 79
20.Revise to provide additional detail regarding the anticipated timing and costs
associated with the growth strategies identified in this section. For example, explain
when you expect to expand into additional international markets and whether there are
any material costs remaining to launch your "VIP website." Clarify whether you have
entered into any definitive agreements or arrangements with respect to collaborations
with "renowned brands and global institutions," and if not, revise to clearly state as
much.
Customers, page 81
21.While we note that no single client contributed more than 10% of total revenues for
the fiscal years ended March 31, 2024 and 2023, we also note that your decrease in
revenues in the fiscal year ended March 31, 2024 was "primarily due to a decline in
sales from one of [y]our major clients" and that you disclose having special credit
arrangements for "one key client" at page 84. Please explain whether you are
dependent on any customer(s) in particular and, if so, whether you have entered into
arrangements with such customer(s). If so, describe the material terms of any such
agreement and file it as an exhibit to the registration statement, or explain why you are
not required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Suppliers, page 84
22.Given your representation that you typically do not enter into long-term contracts with
suppliers, please explain the basis for your disclosure elsewhere that you "have
secured favorable pricing and preferential supply arrangements" through
"established...partnerships" with suppliers, or revise your disclosure and graphic text
(e.g., "Trusted Suppliers, Favorable Pricing" and "Preferential Supply Arrangements"
at page 81) accordingly. Additionally, please clarify whether you have entered into
any agreement with the supplier that accounted for 21.4% of your total purchases in
the fiscal year ended March 31, 2024. If so, describe the material provisions of such
agreement and file it as an exhibit to the registration statement, or explain why you are
not required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Regulations, page 87
23.For