SecProbe.io

June 25, 2025
Wai Kit Ng
Chief Executive Officer
Ga Sai Tong Enterprise Ltd
Fifth Floor of Kam Lung Commercial Centre
No. 2 Hart Avenue, Kowloon, Hong Kong
Re:Ga Sai Tong Enterprise Ltd
Draft Registration Statement on Form F-1
Submitted May 28, 2025
CIK No. 0002064551
Dear Wai Kit Ng:
            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
Cover Page
1.We note the discussion of your payment of dividends between you and your Hong
Kong Operating Subsidiaries. Please state whether, in addition to dividends, there
have been any transfers or distributions made to date between you and your
subsidiaries or to investors, and quantify the amounts where applicable.
Your disclosure addresses limitations and cash management policies relating to the
ability of your subsidiaries to transfer cash between each other. Expland
your disclosure here and in the prospectus summary to discuss whether there are
limitations on the ability to transfer cash between you, your subsidiaries, and
investors. Also disclose, if true, that you have no cash management policies that 2.

June 25, 2025
Page 2
dictate how funds are transferred between you, your subsidiaries, and investors.
Prospectus Summary
Overview, page 1
3.For balance and context, please revise your disclosure at the bottom of the page here
discussing of revenues for the fiscal years ended December 31, 2024 and 2023, with
disclosure of your net income for the same periods. Similarly, revise your Business
section where the same statement appears.
Corporate Structure, page 3
4.Please revise your corporate structure diagram here and on page 53 to reflect pre- and
post-offering ownership and voting percentages for each entity or individual reflected
in the diagram. We note that the diagram currently presents what appears to be limited
to pre- and post-offering ownership percentages.
Summary of Risk Factors, page 6
5.Revise to discuss 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. Include a
cross-reference to each relevant individual detailed risk factor.

In light of recent events indicating greater oversight by the CAC..., page 27
6.Please revise your disclosure to explain to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.

Industry Data and Forecasts, page 39
7.Please revise this section to briefly state, as reflected elsewhere, that the Cundi Report
was commissioned by the company.
Management's Discussion and Analysis
Revenue, page 45
8.We note the amount disclosed in the table for revenues during the year ended
December 31, 2024 does not agree to the amount disclosed in the narrative section.
Please revise.
Management's Discussion and Analysis...
Bank borrowings, page 49
We note your disclosure that as of December 31, 2024 your bank borrowings 9.

June 25, 2025
Page 3
amounted to US$1.6 million across three disclosed term loans with various banks,
including a $704,689 balance in connection with your term loan with Bank of
Communication ("BOCOM"). Please consider Item 601(b)(10) of Regulation S-K and
file any of the associated loan agreements as exhibits accordingly. We note that as of
the fiscal year ended December 31, 2024, you have revenues of $2,276,017 and net
income of $793,670 with $406,012 in cash. Additionally, please revise your risk
factors as appropriate to discuss this liability as we note your MD&A section states
that the bank borrowings are deemed current liabilities as they contain repayable on
demand clauses.
Business
Our Competitive Strengths, page 61
10.With an eye towards balance, please revise this section to briefly discuss not only
your "Competitive Strengths" and "Growth Strategies" but also any challenges,
competition or competitors, or other obstacles related to your business and operations.
Revise your Prospectus Summary accordingly.
General
11.Please provide us with supplemental 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 Ta Tanisha Meadows at 202-551-3322 or Joel Parker at 202-551-3651
if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Erin Jaskot at 202-551-3442
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services