SecProbe.io

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POWELL MAX LIMITED

22/F., Euro Trade Centre,

13-14 Connaught Road Central, Hong Kong

March 4, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: POWELL MAX LIMITED (CIK 0002012096)

Registration Statement on Form F-3

File No. 333-293983

Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), POWELL MAX LIMITED (the “Registrant”) hereby
requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at
4:30 p.m., Eastern Time, on March 5, 2026, or as soon as practicable thereafter.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles, P.C. at (804) 771.5725
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    POWELL MAX LIMITED

    By:
    /s/ Geordan Pursglove

    Geordan Pursglove

    Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 25, 2026

Geordan Pursglove
Chief Executive Office
Powell Max Ltd
22/F., Euro Trade Centre
13-14 Connaught Road Central
Hong Kong

 Re: Powell Max Ltd
 Draft Registration Statement on Form F-3
 Submitted February 20, 2026
 CIK No. 0002012096
Dear Geordan Pursglove:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Anthony W. Basch
</TEXT>
</DOCUMENT>

CORRESP
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Powell Max Limited

22/F., Euro Trade Centre,

13-14 Connaught Road Central,

Hong Kong

December
16, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Rebekah Reed

  Re: Powell Max Limited (the “Company”) (CIK No.
0002012096)

Registration Statement on Form F-1, as amended

File No. 333-283547

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 pm EST on December 19, 2024, or as soon as thereafter practicable.
The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing, and (iii) the Company may not assert staff comments or the declaration of effectiveness as defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

The Company hereby authorizes Clayton Parker of K&L Gates LLP to orally modify
or withdraw this request for acceleration.

    Very truly yours,

    Powell Max Limited

    By:
    /s/ Tsz Kin Wong

    Name:
    Tsz Kin Wong

    Title:
    CEO and Executive Director

December 9, 2024
Tsz Kin Wong
Chief Executive Officer
Powell Max Ltd
22/F., Euro Trade Centre
13-14 Connaught Road Central
Hong Kong
Re:Powell Max Ltd
Registration Statement on Form F-1
Filed December 2, 2024
File No. 333-283547
Dear Tsz Kin Wong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Virginia Tam

CORRESP
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Powell
Max Limited

22/F.,
Euro Trade Centre,

13-14
Connaught Road Central,

Hong
Kong

September 3, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Blaise Rhodes

    Doug Jones

    Brian Fetterolf

    Erin Jaskot

    Re:
    Powell Max Limited (the “Company”)
    (CIK No. 0002012096)

    Registration Statement on Form F-1, as amended

    File No. 333-279859

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effectiveness at 4:00pm ET on September 4, 2024, or as soon as thereafter practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

    Very truly yours,

    Powell Max Limited

    By:
    /s/ Tsz Kin Wong

    Name:
    Tsz Kin Wong

    Title:
    CEO and Executive Director

CORRESP
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VIA EDGAR

September 3, 2024

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Blaise Rhodes

    Doug Jones

    Brian Fetterolf

    Erin Jaskot

    Re:
    Powell Max Limited

    File No. 333-279859

    Registration Statement on Form F-1 as amended

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, WallachBeth
Capital LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m., Eastern Time, on September 4, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus dated July 30, 2024,
to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

Very truly yours,

    WallachBeth Capital LLC

    By:
    /s/ Eric Schweitzer

    Name:
    Eric Schweitzer

    Title:
    Chief Compliance Officer

CORRESP
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June 18, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Powell Max Limited

    Registration Statement on Form F-1

Response to the Staff’s Comments Dated June 14, 2024

CIK No. 0002012096

Dear Mr. Rhodes, Mr. Jones, Mr. Fetterolf and
Ms. Jaskot:

On behalf of our client, Powell
Max Limited (the “Company”), a foreign private issuer incorporated in the British Virgin Islands (the “Company”),
we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 14, 2024 on the
Company’s registration statement on Form F-1 submitted on May 31, 2024. Concurrently with the submission of this letter, the Company
is filing its amendment no. 1 to the registration statement on Form F-1 (the “Amendment No. 1 to the Registration Statement”)
and certain exhibits via EDGAR to the Commission.

The Staff’s comments
from its letter dated June 14, 2024 are repeated below in bold and followed by the Company’s responses. We have included page numbers
to refer to the location in the Amendment No. 1 to the Registration Statement where the language addressing the comments appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 1 to the Registration Statement.

Registration Statement on Form F-1 filed
May 31, 2024

Capitalization, page 59

    1.
    Please explain to us how the pro forma as
adjusted columns give effect to the sale of the Class A Ordinary Shares in this offering at the assumed IPO price of $4.00 per share
after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by you, assuming
the underwriters do not and do exercise the over-allotment option.

In response to the Staff’s comment, the Company has included
the referenced disclosure on page 59 of the Amendment No.1 to the Registration Statement.

2. You disclose in the second paragraph you will
have 1,415,000 Ordinary Shares outstanding after giving effect to the offering. Please reconcile this with the 14,150,000 total Ordinary
Shares to be outstanding after the offering disclosed elsewhere. You also disclose your pro forma as adjusted net tangible book value
at December 31, 2023 would have been $881,172, or approximately $0.04 per Ordinary Share. Please tell us and disclose the calculations
for these amounts. Ensure the accuracy of amounts associated with the over allotment option, $1.00 increase in the offering price and
total average price per Ordinary Share in the table on page 61 as well.

In response to the Staff’s
comment, the Company respectfully submits that the pro forma as adjusted net tangible book value at December 31, 2023 should have been
$2,841,433, or approximately $0.18 per Ordinary Share, as calculated on page 59 of the Amendment No.1 to the Registration Statement.
The Company has included the referenced disclosure on page 60 of the Amendment No.1 to the Registration Statement.

If you have any questions
or further comments regarding the Amendment No. 1 to the Registration Statement, please contact me by phone at +852 2230 3535 or via
email at Virginia.Tam@klgates.com.

    Very truly yours,

    /s/ Virginia Tam

    Name:
    Virginia Tam

K&L GATES, SOLICITORS

44th Floor Edinburgh Tower
The Landmark 15 Queen’s Road Central Hong Kong

高蓋茨律師事務所
香港中環皇后大道中15號 置地廣場公爵大廈44樓

T +852 2230 3500 F +852 2511 9515 klgates.com

    Partners

    Neil CAMPBELL
    甘寶靈
    William Z. HO
    何志淵
    Virginia M.L. TAM
    譚敏亮
    Sook Young YEU
    呂淑榮

    Sacha M. CHEONG
    文錦明
    Jay J. LEE
    李再浩
    Vincent S.K. TSO
    曹紹基
    Eugene Y.C. YEUNG
    楊睿知

    Jay C. CHIU
    邱志藩
    Iris M.K. LEUNG
    梁美琪
    Christopher TUNG
    董彥華

    Paul R. HASWELL
    何 威
    Scott D. PETERMAN
    畢德民
    Frank VOON
    溫匯源

    Registered Foreign Lawyer (PRC)
    Registered Foreign Lawyer (California (USA))

    Amigo L. XIE
    謝 嵐
    Roberta A. CHANG
    張 安

United States securities and exchange commission logo
June 14, 2024
Tsz Kin Wong
Chairman of the Board, Executive Director and Chief Executive Officer
Powell Max Limited
22/F., Euro Trade Centre,
13-14 Connaught Road Central,
Hong Kong
Re:Powell Max Limited
Registration Statement on Form F-1
Filed May 31, 2024
File No. 333-279859
Dear Tsz Kin Wong:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed May 31, 2024
Capitalization, page 59
1.Please explain to us how the pro forma as adjusted columns give effect to the sale of
the Class A Ordinary Shares in this offering at the assumed IPO price of $4.00 per share
after deducting the underwriting discounts, non-accountable expense allowance, and
estimated offering expenses payable by you, assuming the underwriters do not and do
exercise the over-allotment option.
Dilution, page 60
2.You disclose in the second paragraph you will have 1,415,000 Ordinary Shares
outstanding after giving effect to the offering. Please reconcile this with the 14,150,000
total Ordinary Shares to be outstanding after the offering disclosed elsewhere. You also
disclose your pro forma as adjusted net tangible book value at December 31, 2023 would
have been $881,172, or approximately $0.04 per Ordinary Share. Please tell us and

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 June 14, 2024 Page 2
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
June 14, 2024
Page 2
disclose the calculations for these amounts. Ensure the accuracy of amounts associated
with the over allotment option, $1.00 increase in the offering price and total average price
per Ordinary Share in the table on page 61 as well.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Blaise Rhodes at 202-551-3774 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam

CORRESP
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May 31, 2024

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Powell Max Limited

    Draft Registration Statement on Form F-1

Response to the Staff’s Comments Dated May 16, 2024

CIK No. 0002012096

Dear Mr. Rhodes, Mr. Jones, Mr. Fetterolf and
Ms. Jaskot:

On behalf of our client,
Powell Max Limited (the “Company”), a foreign private issuer incorporated in the British Virgin Islands (the
“Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated May 16, 2024 on the Company’s draft registration statement on Form F-1 confidentially
submitted on April 23, 2024. Concurrently with the submission of this letter, the Company is filing its registration statement on
Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments from its letter dated May 16, 2024 are repeated
below in bold and followed by the Company’s responses. We have included page numbers to refer to the location in the Registration
Statement where the language addressing the comments appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Registration Statement.

Amendment No. 1 to Draft Registration Statement
on Form F-1 submitted April 23, 2024

Cover Page

    1.
    We note your response to prior comment 2, but your revised disclosure does not appear to address how regulatory actions related to data security or anti-monopoly concerns in Hong Kong have or may impact the company’s ability to conduct its business, accept foreign investment or list on a U.S./foreign exchange. Please direct us to the particular place on your cover page, or revise accordingly so as to briefly summarize how regulatory actions related to data security or anti-monopoly concerns in Hong Kong have or may impact the company’s ability to conduct its business, accept foreign investment or list on a U.S./foreign exchange. In this regard, while we note that your cover page disclosure discusses anti-monopoly and data security measures, such disclosure is limited to PRC measures as opposed to Hong Kong measures. As a further example, please summarize the impact of the “data privacy and personal information requirements of the PDPO,” as you now do in your revised disclosure on page 36.

In response to the Staff’s comment, the Company has included
the referenced disclosure on the cover page that “[w]e operate in a competitive industry … Compliance with Hong Kong’s
Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders
may entail significant expenses and could materially affect our business.’ commencing on page 35” and on pages 35 and
36 of the Registration Statement.

2. We note your response to prior comment 3, as well as your revised disclosure that “[d]uring the
years ended December 31, 2022 and 2023 and as of the date of this prospectus, Powell Max and JAN Financial had not distributed any cash
dividends or made any other cash distributions.” We reissue the comment in-part. In addition to cash dividends and cash distributions,
please clarify whether there have been any cash transfers between Powell Max and JAN Financial, or to investors, quantify such amounts
as applicable and state the direction of any such transfer. Make conforming changes throughout your prospectus as applicable, including
in your section entitled “Transfers of Cash To and From Our Subsidiaries” on page 4.

In response to the
Staff’s comment, the Company has included the referenced disclosure on the cover page that “[d]uring the years ended
December 31, 2022 and 2023 … there have not been any cash transfers between Powell Max, JAN Financial, or to any of our
shareholders, during the years ended December 31, 2022 and 2023 and as of the date of this prospectus” and on page 4 of
the Registration Statement.

Permission Required from Hong Kong and PRC
Authorities, page 10

3. We note your response to prior comment 9, as well as your revised disclosure here that you relied upon
your PRC Counsel regarding the conclusion that you are not required to obtain regulatory approval from the CSRC. Please also disclose
here, as you do on page 34, that “as advised by our PRC Counsel, China Commercial Law Firm, . . . we are not subject to cybersecurity
review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our
subsidiaries’ operations . . . .”

In response to the Staff’s comments, the Company has included
the referenced disclosure on page 11 of the Registration Statement.

Use of Proceeds, page 57

4. We note your responses to prior comments 14 and 15, as well as your revised disclosure on page 77 that
“we do not have any business presence in the U.S.. To this end, we plan to set up new branches and offices in the U.S . . . .”
Please revise your disclosure here where you refer to “our overseas business entities, branches and offices,” to clarify that
you will be using 10% of the proceeds to register and operate “new” overseas business entities, branches and offices in the
U.S. Additionally, disclose that “[w]e have not identified any target to pursue such acquisitions,” and that “[w]e aim
to selectively identify suitable targets, such as . . . ,” as you do in your revised disclosure on page 77.

In response to the Staff’s comments, the Company has included
the referenced disclosure on page 57 of the Registration Statement.

Capitalization, page 59

5. You disclose bank borrowings outstanding in the latest balance sheet presented. Please include in historical
capitalization any bank borrowings outstanding at the latest balance sheet date presented. Additionally, tell us whether you consider
the amount due to ultimate beneficial shareholder included in trade and other payables to be capitalization, and if so, include it as
part of your historical capitalization.

In response to the Staff’s comments, the Company has included
the referenced disclosure on page 59 of the Registration Statement.

Results of Operations, page 67

6. We note your response to prior comment 12, as well as your revised disclosure that, “[a]s a result
of which, we experienced reduced demand for our financial communication, which affected our results of operations for the years ended
December 31, 2022 and 2023, respectively.” However, you have not revised your “Results of Operations” disclosure to indicate
the specific impact, where possible, that COVID-19 had on your results of operations for these periods. Please revise accordingly. Refer
to Item 5.A of Form 20-F.

In response to the Staff’s comments, the Company has included
the referenced disclosure on pages 66 and 67 of the Registration Statement.

    2

Note 16. (Loss)/Profit before income tax,
page F-28

7. We read your response to comment 19. Please disclose the items presented are the material components
of each of cost of sales, general and administrative expenses and selling and distribution expenses so investors may clearly understand
the context of the disclosure. Consider a new description of the note consistent with what the note intends to represent.

The Company notes the Staff’s
comment 19 and the Company respectfully submits that Note 16 is not helpful to the investors. In response to the Staff’s comments,
the Company has deleted the referenced disclosure on page F-28

If you have any questions or further comments regarding the Registration
Statement, please contact me by phone at +852 2230 3535 or via email at Virginia.Tam@klgates.com.

    Very truly yours,

    /s/ Virginia Tam

    Name:
    Virginia Tam

K&L GATES, SOLICITORS

44th Floor Edinburgh Tower
The Landmark 15 Queen’s Road Central Hong Kong

高蓋茨律師事務所
香港中環皇后大道中15號 置地廣場公爵大廈44樓

T +852 2230 3500 F +852 2511 9515 klgates.com

    Partners

    Neil CAMPBELL
    甘寶靈
    William Z. HO
    何志淵
    Virginia M.L. TAM
    譚敏亮
    Sook Young YEU
    呂淑榮

    Sacha M. CHEONG
    文錦明
    Jay J. LEE
    李再浩
    Vincent S.K. TSO
    曹紹基
    Eugene Y.C. YEUNG
    楊睿知

    Jay C. CHIU
    邱志藩
    Iris M.K. LEUNG
    梁美琪
    Christopher TUNG
    董彥華

    Paul R. HASWELL
    何 威
    Scott D. PETERMAN
    畢德民
    Frank VOON
    溫匯源

    Registered Foreign Lawyer (PRC)
    Registered Foreign Lawyer (California (USA))

    Amigo L. XIE
    謝 嵐
    Roberta A. CHANG
    張 安

3

United States securities and exchange commission logo
May 16, 2024
Tsz Kin Wong
Chairman of the Board, Executive Director and Chief Executive Officer
Powell Max Limited
22/F., Euro Trade Centre,
13-14 Connaught Road Central,
Hong Kong
Re:Powell Max Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted April 30, 2024
CIK No. 0002012096
Dear Tsz Kin Wong:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
April 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted April 23, 2024
Cover Page
1.We note your response to prior comment 2, but your revised disclosure does not appear to
address how regulatory actions related to data security or anti-monopoly concerns in Hong
Kong have or may impact the company's ability to conduct its business, accept foreign
investment or list on a U.S./foreign exchange. Please direct us to the particular place on
your cover page, or revise accordingly so as to briefly summarize how regulatory actions
related to data security or anti-monopoly concerns in Hong Kong have or may impact the
company's ability to conduct its business, accept foreign investment or list on a
U.S./foreign exchange. In this regard, while we note that your cover page disclosure

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 May 16, 2024 Page 2
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
May 16, 2024
Page 2
discusses anti-monopoly and data security measures, such disclosure is limited to PRC
measures as opposed to Hong Kong measures. As a further example, please summarize
the impact of the "data privacy and personal information requirements of the PDPO," as
you now do in your revised disclosure on page 36.
2.We note your response to prior comment 3, as well as your revised disclosure that
"[d]uring the years ended December 31, 2022 and 2023 and as of the date of this
prospectus, Powell Max and JAN Financial had not distributed any cash dividends or
made any other cash distributions." We reissue the comment in-part. In addition to cash
dividends and cash distributions, please clarify whether there have been any cash transfers
between Powell Max and JAN Financial, or to investors, quantify such amounts as
applicable and state the direction of any such transfer. Make conforming changes
throughout your prospectus as applicable, including in your section entitled “Transfers of
Cash To and From Our Subsidiaries” on page 4.
Permission Required from Hong Kong and PRC Authorities, page 10
3.We note your response to prior comment 9, as well as your revised disclosure here that
you relied upon your PRC Counsel regarding the conclusion that you are not required to
obtain regulatory approval from the CSRC. Please also disclose here, as you do on page
34, that "as advised by our PRC Counsel, China Commercial Law Firm, . . . we are not
subject to cybersecurity review by the CAC for this Offering or required to obtain
regulatory approval from the CAC nor any other PRC authorities for our and our
subsidiaries’ operations . . . ."
Use of Proceeds, page 57
4.We note your responses to prior comments 14 and 15, as well as your revised disclosure
on page 77 that "we do not have any business presence in the U.S.. To this end, we plan to
set up new branches and offices in the U.S . . . ." Please revise your disclosure here where
you refer to "our overseas business entities, branches and offices," to clarify that you will
be using 10% of the proceeds to register and operate "new" overseas business entities,
branches and offices in the U.S. Additionally, disclose that "[w]e have not identified any
target to pursue such acquisitions," and that "[w]e aim to selectively identify suitable
targets, such as . . . ," as you do in your revised disclosure on page 77.
Capitalization, page 59
5.You disclose bank borrowings outstanding in the latest balance sheet presented. Please
include in historical capitalization any bank borrowings outstanding at the latest balance
sheet date presented.  Additionally, tell us whether you consider the amount due to
ultimate beneficial shareholder included in trade and other payables to be capitalization,
and if so, include it as part of your historical capitalization.

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 May 16, 2024 Page 3
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
May 16, 2024
Page 3
Results of Operations, page 67
6.We note your response to prior comment 12, as well as your revised disclosure that, "[a]s
a result of which, we experienced reduced demand for our financial communication,
which affected our results of operations for the years ended December 31, 2022 and 2023,
respectively." However, you have not revised your "Results of Operations" disclosure to
indicate the specific impact, where possible, that COVID-19 had on your results of
operations for these periods. Please revise accordingly.  Refer to Item 5.A of Form 20-F.
Note 16. (Loss)/Profit before income tax, page F-28
7.We read your response to comment 19. Please disclose the items presented are the
material components of each of cost of sales, general and administrative expenses and
selling and distribution expenses so investors may clearly understand the context of the
disclosure. Consider a new description of the note consistent with what the note intends to
represent.
            Please contact Blaise Rhodes at 202-551-3774 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam

United States securities and exchange commission logo
April 11, 2024
Tsz Kin Wong
Chairman of the Board, Executive Director and Chief Executive Officer
Powell Max Limited
22/F., Euro Trade Centre,
13-14 Connaught Road Central,
Hong Kong
Re:Powell Max Limited
Draft Registration Statement on Form F-1
Submitted March 19, 2024
CIK No. 0002012096
Dear Tsz Kin Wong:
            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 March 19, 2024
Cover Page
1.We note your disclosure that "Powell Max is a holding company incorporated in the BVI
with no material operations of its own, and we conduct our operations primarily in
Hong Kong through JAN Financial Press Limited . . . ."  Please revise to clearly state that
you are not a Chinese operating company, disclose that your corporate structure involves
unique risks to investors, and that Chinese regulatory authorities could disallow this
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.

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 April 11, 2024 Page 2
 FirstName LastNameTsz Kin Wong
Powell Max Limited
April 11, 2024
Page 2
2.We note your disclosure that "the PRC government has initiated a series of regulatory
actions and new policies to regulate business operations in certain areas in China . . .
."  Please also disclose how regulatory actions related to data security or anti-monopoly
concerns in Hong Kong have or may impact the company's ability to conduct its business,
accept foreign investment or list on a U.S./foreign exchange.  In connection therewith,
please include risk factor disclosure explaining whether there are laws or regulations in
Hong Kong that result in oversight over data security, how this oversight impacts the
company’s business and the offering, and to what extent the company believes that it is
compliant with the regulations or policies that have been issued.
3.We note your disclosure that "[d]uring the years ended December 31, 2022 and 2023,
Powell Max and JAN Financial has not distributed any cash dividends or made any other
cash distributions."  Please revise to provide such disclosure as of the date of this
prospectus and also clarify whether there have been any cash transfers (in addition to
dividends and distributions) between Powell Max and JAN Financial, or to investors, and
quantify such amounts as applicable.  Make conforming changes throughout your
prospectus as applicable, including in your section entitled "Transfers of Cash To and
From Our Subsidiaries" on page 4.
4.We note your disclosure that "in the future, funds may not be available to fund operations
or for other use outside of Hong Kong, due to interventions in, or the imposition of
restrictions and limitations on, our ability or on our subsidiary’s ability by the PRC
government to transfer cash."  Please revise such disclosure to address the risk that your
assets (in addition to cash) may not be available, and make conforming changes
throughout your prospectus as applicable.
5.Please disclose here that "JAN Financial did not adopt or maintain any cash management
policies and procedures as of the date of this prospectus," as you do on page 4.
6.We note your disclosure that "[i]f the Revised Review Measures are adopted into law in
the future . . . , the operation of our subsidiary and the listing of our Class A Ordinary
Shares in the U.S. could be subject to CAC’s cybersecurity review," as well as your
disclosure referencing "the recency of the issuance of the Revised Review Measures and
their pending effectiveness."  Please revise to reconcile with your disclosure that the
Revised Review Measures "became effective and replaced the existing Measures for
Cybersecurity Review on February 15, 2022."
7.We note your discussion of your Class A and Class B Ordinary Shares in connection with
Ms. Leung's anticipated control of your company, as well as your discussion of voting
rights on page 15. Here, in your prospectus summary and risk factors, please revise to
ensure you discuss your disparate voting rights structure and associated risks. In
particular, please disclose the votes per share associated with each class, the relevant
conversion rights, and that future issuances of Class B Ordinary Shares may be dilutive to
the holders of Class A Ordinary Shares, particularly with respect to their voting power. In
connection therewith, please revise your risk factors to highlight that "Ms. Leung will

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 April 11, 2024 Page 3
 FirstName LastNameTsz Kin Wong
Powell Max Limited
April 11, 2024
Page 3
have the ability to control or significantly influence the outcome of matters requiring
approval by shareholders," as you state here. Last, in your discussion of voting rights on
page 15, revise to clarify that you are referring to the Controlling Shareholder, or Ms.
Leung, when you refer to the "holder of our Class B Ordinary Shares," if true.
Prospectus Summary, page 1
8.We note your disclosure that "[t]he Company expects that its cash and bank balances of
HK$3,660,213 (approximately US$468,603) as of December 31, 2023, together with the
approximate $            million of net proceeds to be received from this offering, and
additional capital financings completed or contemplated, will be sufficient to fund its
operating expenses and capital expenditure requirements . . . ."  Please revise to clearly
state that you must raise additional capital in order to continue operations and to
implement your plan of operations, as your disclosure here and in your risk factor
discussion on pages 20 and 21 indicates.
Permission Required from Hong Kong and PRC Authorities, page 10
9.We note your disclosure that "[w]e have been advised by our Hong Kong counsel, K M
Lai & Li, that based on their understanding of the current Hong Kong laws, as of the date
of this prospectus, the Company and JAN Financial are not required to obtain any
permissions or approvals from Hong Kong authorities before listing in the U.S. and
issuing our Class A Ordinary Shares to foreign investors."  We also note your disclosure
on the cover page that "[b]ased on Management’s internal assessment that the Company
and its subsidiary currently have no material operations in the PRC, Management
understands that as of the date of this prospectus the Company is not required to obtain
any permissions or approvals from PRC authorities . . . ."  In this regard, you do not
appear to have relied upon an opinion of counsel with respect to your conclusions that you
do not need any permissions or approvals from the CSRC, CAC or other PRC
governmental authorities to operate your business and to offer securities to investors.  If
true, state as much and explain why such an opinion was not obtained.
10.We note your disclosure that "[i]n the event that (i) the PRC government expanded the
categories of industries and companies whose foreign securities offerings are subject to
review by the CSRC or the CAC . . . ."  Please revise to expand such disclosure to cover
the scenario in which you are subject to permission or approval requirements from any
other PRC governmental agency (in addition to the CSRC or CAC). When discussing the
possible ramifications of becoming subject to PRC laws, please also disclose that you
could incur material costs to ensure compliance and be subject to fines.
11.We note your disclosure on the cover page that "JAN Financial has received all requisite
permissions or approvals from the Hong Kong authorities to operate its businesses in
Hong Kong, including but not limited to its business registration certificates."  Where you
discuss the business registration certificate here, revise to elaborate upon and name each
permission or approval that JAN Financial has received to operate its business.  Please

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 April 11, 2024 Page 4
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
April 11, 2024
Page 4
also reconcile your disclosure that you have received all requisite permissions or
approvals with you statement immediately preceding this disclosure that "JAN Financial
does not require any requisite permissions or approvals from the Hong Kong authorities to
operate its business."
Impact of COVID-19, page 13
12.We note that you provide a detailed discussion of the impact of COVID-19 here and on
pages 27 and 61, and you indicate that your results of operations have been affected by the
COVID-19 pandemic.  This disclosure suggests that the financial results for the years
presented in the prospectus were impacted by COVID-19.  Please revise to indicate the
specific impact, where possible, that COVID-19 had on your results of operations for
these periods.  If COVID-19 did not impact your results of operations in either 2022 or
2023, please revise your disclosure to clarify.
Use of Proceeds, page 52
13.We note your disclosure that you plan to use 25% of the net proceeds of your offering "for
repayment of existing loans to reduce our debt position."  Please revise to provide the
information required by Item 3.C.4 of Form 20-F.  Additionally, to the extent that you will
continue to have outstanding debt in connection with such loans upon closing of this
offering, please file such agreements and summarize the material terms in an appropriate
place in your prospectus.  In this regard, your disclosure on page 72 indicates that you
plan to use the proceeds to reduce the debts owed to "[y]our Controlling Shareholder of
$2,391,425 and [y]our bank borrowings [that] amounted to $610,407" as of December 31,
2023.

In connection therewith, please revise your discussion of related-party loans on page 92 to
include a more detailed discussion, including the applicable interest rates, in accordance
with Item 7.B.2 of Form 20-F.  Further, while you indicate that you are disclosing the
amounts "up to the date of this prospectus," your tabular disclosure only provides such
amounts up to December 31, 2023.  Please revise accordingly, and also highlight in your
prospectus summary that you owe $2,391,425 to your Controlling Shareholder and that
you plan to use the proceeds of this offering to in-part reduce such related-party debt.
14.Please explain which overseas business entities, branches and offices you intend to
register and operate with 10% of the net proceeds of the offering.  It's unclear if these are
existing entities, branches and offices.
15.You state that approximately 10% of net proceeds will be used for potential mergers and
acquisitions in the future.  Please give a brief description of such businesses and
information on the status of the acquisitions, to the extent applicable.  See Item 3.C.3 of
Form 20-F.

 FirstName LastNameTsz Kin Wong
 Comapany NamePowell Max Limited
 April 11, 2024 Page 5
 FirstName LastName
Tsz Kin Wong
Powell Max Limited
April 11, 2024
Page 5
Regulations, page 79
16.Here or in an appropriate place in your prospectus, please discuss China's Enterprise
Income Tax law and the arrangement between Mainland China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion.
Material Income Tax Considerations, page 107
17.Please revise to state that the disclosure in the sections entitled "BVI Taxation" and "Hong
Kong Profits Taxation" are the opinion of Conyers Dill & Pearman and K M Lai & Li,
respectively, as indicated by the opinions provided in Exhibits 8.1 and 8.2.  Additionally,
remove the reference to the discussion being a "general summary of present law" and also
the reference to "certain" where you refer to the "discussion on certain BVI and
Hong Kong income tax consequences."  Last, in Exhibit 8.2, please have counsel remove
the registrant from their assumption in paragraph A(ii) that the parties have "full power
and authority to execute, deliver and perform its/her/his obligations under such documents
. . . ."  Refer to Sections II.B.3.a and III.C of Staff Legal Bulletin No. 19.
Consolidated Statements of Cash Flows, page F-6
18.Please disclose the amount of interest paid/received pursuant to paragraphs 31 to 33 of
IAS 7.
Note 16. (Loss)/Profit before income tax, page F-28
19.Please explain to us the purpose of this note and how it is useful to investors.
General
20.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 Blaise Rhodes at 202-551-3774 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Virginia Tam