Exhibit 99.7
Leishen Energy Holding Co., Ltd.
103 Huizhong Li, B Building, Peking Times Square, Unit 15B10
Chaoyang District, Beijing, China
October 1, 2024
VIA EDGAR
Division of Corporation Finance
Office of Chief Accountant
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Leishen Energy Holding Co., Ltd. |
Registration Statement on Form F-1
(CIK Number: 0001985139)
Representations Made Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F
To whom it may concern:
Leishen Energy Holding Co., Ltd. is an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”). In connection with the proposed initial public offering of the Company’s ordinary shares (the “Offering”), the Company hereby submits its representations to the Securities and Exchange Commission (the “Commission”) required by Instruction 2 to Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering (“IPO”), a company may comply with only the 15-month requirement in Item 8.A.4 of Form 20-F if the company is able to make the representations specified by Instruction 2 to Item 8.A.4 of Form 20-F.
The Company’s registration statement on Form F-1 (the “Registration Statement”) on the date hereof contained audited consolidated financial statements as of September 30, 2023 and 2022 and for the years ended September 30, 2023 and 2022 prepared in accordance with U.S. GAAP.
In submitting the Registration Statement, the Company is complying with the 15-month requirement, rather than the 12-month requirement, with respect to the last year of audited financial statements. The Company is submitting this representation letter pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that “[a] company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”
The Company hereby represents to the Commission that:
| 1. | the Company is not required by any jurisdiction outside of the United States to issue audited financial statements as of a date not older than 12 months at the time this document is submitted; | |
| 2. | compliance with the 12-month requirement in Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company; | |
| 3. | the Company does not anticipate that its audited financial statements for the year ended September 30, 2024 will be available until January 2025; and | |
| 4. | in no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Offering, |
The Company is submitting this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
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Please do not hesitate to contact our outside securities counsel Huan Lou, Esq. or David Manno, Esq. of Sichenzia Ross Ference Carmel LLP at hlou@srfc.law and (646) 810-2187 or dmanno@srfc.law and (212) 981-6772 on any questions pertaining to this letter.
| Very truly yours, | ||
| Leishen Energy Holding Co., Ltd. | ||
| By: | /s/ Hongliang Li | |
| Name: | Hongliang Li | |
| Title: | Chief Executive Officer | |
