United States securities and exchange commission logo
June 30, 2020
Anthony Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A, New Mandarin Plaza,
14 Science Museum Road,
Tsim Sha Tsui, Hong Kong
Re: ALE Group Holding
Ltd
Amendment No. 1 to
Registration
Statement on Form F-1
Filed June 29, 2020
File No. 333-239225
Dear Mr. Poon:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Use of Proceeds, page 31
1. We note that you plan
to use the proceeds of the offering for, among other things,
"expansion of new
offices" and "merger and acquisitions." If the proceeds will be used to
acquire assets, other
than in the ordinary course of business, please briefly describe the
assets and their cost.
If the proceeds will be used to finance acquisitions of other
businesses, please give
a description of such businesses and information on the status of
the acquisitions. Refer
to Item 3.C of Form 20-F.
Anthony Poon
FirstName
ALE GroupLastNameAnthony Poon
Holding Ltd
Comapany
June NameALE Group Holding Ltd
30, 2020
June 30,
Page 2 2020 Page 2
FirstName LastName
Executive Compensation, page 73
2. Please update this section to include information as of the most
recently completed fiscal
year end. Refer to Item 6.B of Form 20-F.
Principal Shareholders, page 74
3. Please complete the third, fourth and fifth columns of this table.
Taxation, page 87
4. It appears that you do not intend to file a tax opinion relating to
the U.S. tax consequences
of this transaction. Please tell us why you have determined that such
a tax opinion is not
required for this transaction considering, for example, the
uncertainty relating to your
PFIC status. Refer to Item 601 of Regulation S-K and Section III.A of
Staff Legal
Bulletin No. 19. In addition, please update your disclosure in this
section regarding your
PFIC status for the taxable year ended March 31, 2019 and the taxable
year ended March
31, 2020, or tell us why an update is not necessary. Finally, given
the third opinion on the
second page of Exhibit 5.1, please revise this section of the
registration statement to state
that the disclosure relating to tax consequences under BVI law is the
opinion of Conyers,
and include an Exhibit 8 opinion in the exhibit index with a
cross-reference to Exhibit
5.1. Refer to Section III.B of Staff Legal Bulletin No. 19.
General
5. We note that on June 28, 2020 you approved, upon the consummation of
the offering, to
divide then issued and outstanding shares at a ratio of 960:1. Please
revise to refer to this
division as a "stock split" or "forward stock split" throughout the
filing. Additionally,
revise to include pro forma EPS to reflect this stock split wherever
historical EPS is
presented throughout the filing pursuant to Rule 11-01(a)(8) of
Regulation S-X. Also
revise to include a subsequent events footnote to the financial
statements to disclose the
stock split and board decision to increase the number of authorized
shares pursuant to
ASC 855-10-50.
6. Please disclose the manner of determination of the offering price,
including who
established the price or who is formally responsible for the
determination of the price, the
various factors considered in such determination and the parameters or
elements used as a
basis for establishing the price. Refer to Item 9.A.2 of Form 20-F.
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.
Anthony Poon
ALE Group Holding Ltd
June 30, 2020
Page 3
You may contact Aamira Chaudhry at (202) 551-3389 or Theresa Brillant
at (202) 551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at
(202) 551-3222 with
any other questions.
Sincerely,
FirstName LastNameAnthony Poon
Division of
Corporation Finance
Comapany NameALE Group Holding Ltd
Office of Trade &
Services
June 30, 2020 Page 3
cc: Joan Wu
FirstName LastName