SecProbe.io

December 23, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 10, 2024
CIK No. 0002041829
Dear Yee Kar Wing:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our November 21, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Conventions Which Apply to This Prospectus, page 7
We note your response to prior comment 5. We note from your disclosure on page 7
that you exclude Hong Kong and Macau from your definition of "PRC" or "China" for
reference to specific laws and regulations adopted by the PRC. 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 1.

December 23, 2024
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PRC to mainland China only. For example, we note your disclosure on page 4 that
"Hong Kong does not have similar regulations as of the PRC to extend oversight and
control over offerings that are conducted overseas." 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.
Selected Consolidated Financial Data, page 50
2.Please revise to also include updated interim selected financial data.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Concentration Risk, page 65
3.We note your response to prior comment 11 and the revisions made on page 11, and
we re-issue this comment. While we note your response, we view the identities of
these customers to be material information. Accordingly, please revise here or in your
business section to identify these three customers. We also note your response that
your transactions with these customers are "primarily based on purchase orders" and
that there was "no formal long-term or framework agreement between the Company
and such customers." Please revise to disclose the material terms of your purchase
orders with each of these customers. Additionally, please tell us the number of
purchase orders the company entered into with each of these customers during this
period, and whether any individual purchase order generated 10% or more of your
revenue for the period. Lastly, as we note you qualify your reference to purchase
orders with the word "primarily", please describe the other types of agreements you
have with these customers.
4.We note your response to prior comment 12 and the revisions made on page 12, and
we re-issue this comment. While we note your response, we view the identities of
these suppliers to be material information. Accordingly, please revise here or in your
business section to identify these three suppliers. We also note your response that your
transactions with these suppliers are "primarily based on purchase orders" and that
there was "no formal long-term or framework agreement between the Company and
such suppliers." Please revise to disclose the material terms of your purchase orders
with each of these suppliers. Additionally, please tell us the number of purchase
orders the company entered into with each of these suppliers during this period, and
whether any individual purchase order accounted for 10% or more of your cost of
revenue for the period. Lastly, as we note you qualify your reference to purchase
orders with the word "primarily", please describe the other types of agreements you
have with these suppliers.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(m) Revenue recognition, page F-12
We note your revised disclosure in response to prior comment 17 to clarify how the
distinctness of performance obligations is evaluated in contracts with customers.
Please further explain to us in reasonable detail how you determined that your
promises are highly interdependent and interrelated. Refer to the examples in ASC 5.

December 23, 2024
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606-10-55-136 through 55-150K and the basis for conclusion in BC32 and BC33 of
ASU 2016-10.
6.We note your revised disclosure in response to prior comment 17. You state that
contracts with customers often contain multiple performance obligations and that you
evaluate each promised good or service in a contract to determine whether it is
distinct. For each of the Contract Scenarios described in your revised disclosure, we
note that the promises in the contracts are considered a single performance obligation.
Please revise your disclosures to clarify that you have contracts that contain multiple
promises to deliver goods or services, rather than referring to your contracts as having
multiple performance obligations.
7.We note your revised disclosure in response to prior comment 18. Please provide us
with a more comprehensive accounting analysis as to why IT professional services do
not meet the criteria in ASC 606-10-25-27(c). Explain why your performance does
not create an asset with an alternative use, considering your services are tailored to
customer needs. In addition, explain why you do not believe you have an enforceable
right to payment for performance completed to date, considering your typical
engagement letters permit clients to terminate the engagement without penalty at any
time, as noted from your disclosure on page 20, and considering your typical payment
terms described on page 75.
8.We note your revised disclosure of the breakdown of revenue among products and
services in response to prior comment 20. Please further explain how you determined
the categorization of each item. We note your disclosure that you cannot allocate
revenue to individual components such as hardware, software, or services, so revenue
is categorized based on the predominant characteristic of the combined deliverable.
Please explain how you determined that services were the predominant characteristic
for each of the contract scenarios under Revenue from Services.
(n) Cost of revenues, page F-18
9.Please explain to us how you allocate cost of revenue among products and services
and how it correlates to the allocation of revenue to products and services. Describe
the nature of the costs included in each category and why the margins on revenue
from services contracts are so much higher than the margins on revenue from products
contracts.
            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

December 23, 2024
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cc:Meng Ding