SecProbe.io

November 21, 2024
Yee Kar Wing
Chief Executive Officer
ChowChow Cloud International Holdings Limited
Unit 03, 23/F, Aitken Vanson Centre
No. 61 Hoi Yuen Road, Kwun Tong
Kowloon, Hong Kong
Re:ChowChow Cloud International Holdings Limited
Draft Registration Statement on Form F-1
Submitted October 25, 2024
CIK No. 0002041829
Dear Yee Kar Wing:
            We have reviewed your draft registration statement and have the following comments.
            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
Cover Page
1.You disclose that you will be a "controlled company" following the completion of this
offering because of Rainbow Sun Enterprise Limited's beneficial ownership of your
ordinary shares. Please revise here to also disclose that your Chairman and CEO, Yee
Kar Wing, is the controlling shareholder and sole director of Rainbow
Sun. Additionally, clearly state whether you intend to take advantage of the controlled
company exemptions under the NYSE rules.

November 21, 2024
Page 2
Table of Contents, page i
2.We note your statement that some of the information in the prospectus is based
on industry publications and reports generated by third parties and that you have not
independently verified the third-party data. You are responsible for the entire content
of the registration statement and should not include language that can be interpreted as
a disclaimer of information you have chosen to include. Please revise.
Additionally, with respect to each statement attributed to industry publications and
reports, please revise to disclose the title and year of publication of such reports.
Overview, page 1
3.Please revise your discussion of "tenant" to include a more robust explanation of the
term and its relevance to both the company and customers.
Prospectus Summary, page 1
4.We note extensive discussion of artificial intelligence technology in your disclosure
and that you are "focused on innovation in [y]our cloud solutions and the application
of emerging technologies such as cloud technology and AI." Please indicate the
products incorporating each technology in your pipeline and the stage of development
of each technology. With respect to artificial intelligence, please indicate if your
algorithms are proprietary or open source, and update your risk factors to reflect any
material risks arising from your use of AI.
Conventions Which Apply to This Prospectus, page 5
5.We note from your disclosure on page 5 that you exclude Hong Kong and Macau
from your definition of “PRC” or “China” for the purpose of your registration
statement. Please revise to remove the exclusion of Hong Kong and Macau from such
definition. Clarify that all the legal and operational risks associated with having
operations in the People’s Republic of China (PRC) also apply to operations in Hong
Kong and Macau. In this regard, ensure that your disclosure does not narrow risks
related to operating in the PRC to mainland China only. For example, we note your
disclosure on the cover page that the national laws of the PRC shall not be applied in
Hong Kong except for those listed in Annex III of the Basic Law and that the basic
policies of the PRC regarding Hong Kong provide Hong Kong with a high degree of
autonomy and executive, legislative and independent judicial powers, including that
of final adjudication under the principle of “one country, two systems." Where
appropriate, you may describe PRC law and then explain how law in Hong Kong and
Macau differs from PRC law and describe any risks and consequences to the company
associated with those laws.
Risk Factors, page 8
6.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 revise your disclosure to explain how this
oversight impacts your business and your offering and to what extent you believe you
are compliant with the regulations or policies that have been issued by the CAC to
date.

November 21, 2024
Page 3
Risks Related to Our Ordinary Shares and This Offering
Although the audit report included in this prospectus is prepared by U.S. auditors who are
subject to PCAOB inspections on a regular basis, page 29
7.Please explain the disclosure on the top of page 31 stating that your auditor has been
inspected by the PCAOB on a regular basis, as no inspections are noted by the Staff.
Dividend Policy, page 41
8.Please clarify your disclosure stating that you have not previously declared or paid
any cash dividends. In this regard, we note from disclosure elsewhere that a dividend
was declared on December 31, 2023.
Enforceability of Civil Liabilities, page 44
9.You disclose here that a "majority" of your directors and officers are nationals or
residents of jurisdictions other than the United States. On pages 27 and 34, you
disclose that "all" directors and officers are nationals or residents of jurisdictions other
than the United States. Please revise to clarify. Additionally, please revise to disclose
where your directors and officers are nationals or residents of.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 49
10.You disclose that you recognize revenue from the sale of software and IT application
products; however, the tables on page 53 do not appear to include revenue from this
category of offering. Please revise or advise.
Concentration Risk, page 59
11.You disclose that your top three customers for the fiscal year ended December 31,
2023 accounted for 32.8%, 17.9% and 11.5% of your total revenue. Please revise here
or in your business section to identify these customers and disclose the material terms
of any material agreements with these customers. See Item 3.D and Item 4.B of Form
20-F. Additionally, please file any material agreements as exhibits. Consider Item
601(b)(10) of Regulation S-K.
12.We also note that you depend on a small number of suppliers and that three suppliers
accounted for 35.1%, 34.8% and 10.1% of your cost of revenue for the fiscal year
ended December 31, 2023. Please revise here or in your business section to identify
these suppliers and disclose the material terms of any material agreements with these
suppliers. See Item 3.D and Item 4.B of Form 20-F. Additionally, please file any
material agreements as exhibits. Consider Item 601(b)(10) of Regulation S-K.
Related Party Transactions, page 84
13.We note your disclosure that the table includes major related parties and their
relationships with the Company as of December 31, 2022 and 2023. Please revise
your related party transactions disclosure to reflect the three financial years up to the
date of the document as required by Item 7.B. of Form 20-F.

November 21, 2024
Page 4
Experts, page 110
14.We note your disclosure that the audit report includes an explanatory paragraph
referring to the translation of Hong Kong dollar amounts to United States dollar
amounts. However, no such explanatory paragraph is included in the audit report on
page F-1. Please clarify.
ChowChow Cloud International Holdings Limited
Consolidated Statements of Operations and Comprehensive Income
For The Years Ended December 31, 2022 and 2023, page F-3
15.We note from your disclosure on page 56 that other income includes the reversal of
current expected losses on accounts receivable. Please revise to classify this reversal
consistently with the charge for expected credit loss on trade receivables in general
and administrative expenses.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12
16.You indicate that if the software license is distinct and provides the customer with full
control of the software, revenue is recognized when the license is delivered. Please
clarify if the performance obligation is a right to use IP.
17.We note that contracts with customers often contain multiple performance obligations.
For each of the following types of contracts, please revise to explain how you
determine whether the performance obligation is distinct. Refer to ASC 606-10-25-19
through 25-22:

•Sale of hardware products that include system setup, development, customization,
or integration services;

•Sale of software and IT application products that include packaged software,
customized setup implementation, or integrated hardware and software platforms;

•Maintenance and support services that consist of unspecified future updates and
upgrades, as well as technical support; and

•IT professional services related to IT system setup, development, customization or
integration services.
18.Please explain why IT professional services are recognized at a point in time upon the
completion of the services. That is, tell us what consideration was given to whether
control of these services is transferred over time based on the criteria in ASC 606-10-
25-27.
19.Please revise to explain what consideration was given to the principal versus agent
considerations in ASC 606-10-55-36 through 55-40. In this regard, based on
disclosures elsewhere in your filing, we note your partnerships with cloud and
technology service providers and that you outsource to third-party service providers.

November 21, 2024
Page 5
20.Please revise to disaggregate revenue from contracts with multiple performance
obligations among your other categories of revenue, including revenue generated from
the sale of software and IT application products. In addition, revise your consolidated
statements of operations and comprehensive income to separately present revenue and
related cost of revenues from products and from services to the extent greater than
10% of the respective totals. Refer to Rules 5-03(b)(1) and (2) of Regulation S-X.
(o) Selling and marketing expenses, page F-15
21.We note your disclosure that capitalized commissions are amortized over the period in
which the related performance obligations are satisfied. Revise to disclose how any
commissions paid for renewals are considered in your estimated benefit period and the
period of time over which you amortize commission costs related to contract
renewals. That is, if additional sales commissions are paid upon contract renewal,
consideration should be given to whether such amounts are commensurate with the
initial commissions. Refer to ASC 340-40-35-1 and ASC 340-40-50-2.
(v) Segment reporting, page F-18
22.Please revise to also disclose revenues from external customers attributed to your
country of domicile. We note your disclosures in this regard on the cover page and
page 25 of your filing. Refer to ASC 280-10-50-4.
Note 10. Intangible Asset, Net, page F-29
23.You indicate that development costs paid in preparing an asset for its intended use are
capitalized when they meet the criteria for recognition as an intangible asset under
ASC 350. Please confirm that such capitalized costs are those incurred during the
application development stage consistent with the guidance in ASC 350-40-25-2 or
revise accordingly. In addition, you indicate that amortization of the intangible asset
began upon the asset being placed into service. Amortization should begin when the
intangible asset is ready for its intended use, regardless of when it is placed in service,
based on the guidance in ASC 350-40-35-6. Please revise accordingly.
General
24.Disclose 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. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive
or maintain such 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.

November 21, 2024
Page 6
25.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Mitchell Austin at 202-551-3574
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Meng Ding