Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1901 (212) 818-8800 | ||
| facsimile | direct dial number | |
| (212) 818-8881 | (212) 818-8638 | |
| email address | ||
| jgallant@graubard.com |
May 28, 2013
VIA FEDERAL EXPRESS AND EDGAR
Securities and Exchange Commission
Mail Stop 7010
100 F Street, NE
Washington, DC 20549
Attention: Pamela A. Long
| Re: | Plastec Technologies, Ltd. | |
| Amendment No. 2 to Registration Statement on Form F-1 | ||
| Filed May 15, 2013 | ||
| File No. 333-185212 |
Dear Ms. Long:
On behalf of Plastec Technologies, Ltd. (the “Company”), we respond as follows to the Staff’s comment letter, dated May 23, 2013, relating to the above-captioned Registration Statement. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Form F-1/A filed May 15, 2013
Risk Factors, page 5
| 1. | We have read your response to comment 1 in our letter dated April 10, 2013. You state, “...the payment of dividends remain subject to completing the required formalities with each banking institution in accordance with the relevant foreign exchange administration authorities.” Additionally, concerns remain regarding the application of Rule 5-04(c) given you are a Cayman Islands parent company with operating subsidiaries in China. Please provide us with your calculation of the restricted net assets and percentage used in your consideration of Rule 5-04(c), along with an explanation of the specific amounts included and excluded from the calculation. For amounts excluded from your calculation of restricted net assets, please clarify that these net assets may be transferred to the parent in the form of loans, dividends, etc., without a third party's consent. |
Securities and Exchange Commission
May 28, 2013
Page 2
In calculating restricted net assets, the Company makes assumptions to include the items set forth below:
| · | All cash and bank balances in the PRC; |
| · | Trade receivables, inventories, deposits, prepayments and other receivables, and amounts due from immediate holding company (which were trading in nature and not loans nor advances) booked in the Company’s PRC subsidiaries; |
| · | Property, plant and equipment owned by the Company’s PRC subsidiaries which were located in the PRC; |
| · | Prepaid lease payments in the PRC; |
| · | Trade payables, other payables and accruals booked in the Company’s PRC subsidiaries; and |
| · | Tax payables and deferred tax liabilities in the Company’s PRC subsidiaries. |
Based on the foregoing, the calculation of the Company’s restricted net assets at each of April 30, 2012 and December 31, 2012 is as follows:
| For the year ended April 30, 2012 | ||||||||
| Consolidated | Restricted | |||||||
| HK$’000 | HK$’000 | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 199,818 | 30,923 | ||||||
| Trade receivables | 282,869 | 10,663 | ||||||
| Inventories | 128,387 | 1,655 | ||||||
| Deposits, prepayment and other receivables | 20,514 | 2,385 | ||||||
| Amounts due from immediate holding company | - | 23,887 | ||||||
| Property, plant and equipment | 524,137 | 58,481 | ||||||
| Prepaid lease payments | 24,753 | 988 | ||||||
| Other assets | 12,813 | - | ||||||
| Intangible assets | 438 | - | ||||||
| Total assets | 1,193,729 | 128,982 | ||||||
| Current liabilities | ||||||||
| Borrowings | (156,866 | ) | - | |||||
| Short term finance lease obligations | (303 | ) | - | |||||
| Trade payables | (121,964 | ) | (2,836 | ) | ||||
| Other payables and accruals | (115,109 | ) | (5,591 | ) | ||||
| Tax payable | (72,936 | ) | (4,256 | ) | ||||
| Deferred tax liabilities | (14,504 | ) | - | |||||
| Total liabilities | (481,682 | ) | (12,683 | ) | ||||
| Net assets | 712,047 | 116,299 | ||||||
| Calculation: 116,299/712,047= 16.33% | ||||||||
Securities and Exchange Commission
May 28, 2013
Page 3
| For 8-month ended December 31, 2012 | ||||||||
| Consolidated | Restricted | |||||||
| HK$’000 | HK$’000 | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 309,862 | 61,012 | ||||||
| Trade receivables | 257,299 | 23,602 | ||||||
| Inventories | 97,467 | 59,636 | ||||||
| Deposits, prepayment and other receivables | 35,471 | 2,796 | ||||||
| Amounts due from immediate holding company | - | 2,519 | ||||||
| Property, plant and equipment | 440,383 | 88,774 | ||||||
| Prepaid lease payments | 23,719 | 972 | ||||||
| Other assets | 14,503 | - | ||||||
| Intangible assets | 438 | - | ||||||
| Total assets | 1,179,142 | 239,311 | ||||||
| Current liabilities | ||||||||
| Borrowings | (96,892 | ) | - | |||||
| Trade payables | (151,436 | ) | (39,925 | ) | ||||
| Other payables and accruals | (115,715 | ) | (19,188 | ) | ||||
| Tax payable | (25,225 | ) | (8,033 | ) | ||||
| Deferred tax (liabilities)/assets | (11,629 | ) | 2,732 | |||||
| Total liabilities | (400,897 | ) | (64,414 | ) | ||||
| Net assets | 778,245 | 174,897 | ||||||
| Calculation: 174,897/778,245= 22.47% | ||||||||
Securities and Exchange Commission
May 28, 2013
Page 4
Based on the above calculations, the restricted net assets, which include all items stated above, are less than 25% of the consolidated net assets of the Company in the fiscal year ended April 30, 2012 and the 8-month period ended December 31, 2012. As a result, the Company respectfully believes that the parent-only financial statement required by Rule 5-04(c) of Regulation S-X is not required.
*****
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
| Sincerely, | |
| /s/ Jeffrey M. Gallant | |
| Jeffrey M. Gallant |
cc: Ho Leung Ning
