United States securities and exchange commission logo
August 19, 2021
Tak Ching Poon
Chief Executive Officer
ALE Group Holding Ltd
Unit 1005, 10/F, Tower A
Mandarin Plaza, 14 Science Museum Road
Tsim Sha Tsui, Hong Kong
Re: ALE Group Holding
Ltd
Post-Effective
Amendment No. 1 to Registration Statement on Form F-1
Filed July 28, 2021
File No. 333-239225
Dear Mr. Poon:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
filed July 28, 2021
Prospectus Cover Page, page i
1. We note your disclosure
you have applied for approval to list your ordinary shares on the
Nasdaq Capital Market.
Please disclose whether your offering is contingent on getting a
Nasdaq listing. We also
note your disclosure that "[p]rior to this Offering, there has been
no public market for
Ordinary Shares." Please disclose whether any shares have been sold
in the best efforts
offering originally registered on this Form F-1 and whether your
securities were quoted
or otherwise traded on any market, including any OTC markets.
Tak Ching Poon
FirstName
ALE GroupLastNameTak
Holding Ltd Ching Poon
Comapany
August 19, NameALE
2021 Group Holding Ltd
August
Page 2 19, 2021 Page 2
FirstName LastName
2. Please disclose prominently on the prospectus cover page that you are
not a Chinese
operating company but a BVI holding company with operations conducted
by your
subsidiaries and that this structure involves unique risks to
investors. Please disclose that
investors may never directly hold equity interests in your operating
company. Your
disclosure should acknowledge that Chinese regulatory authorities
could disallow this
structure, which would likely result in a material change in your
operations and/or value
of your ordinary shares, 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.
3. Please provide prominent disclosure about the legal and operational
risks associated with
being based in Hong Kong and having all of the company s operations
to date in China
and Hong Kong. Your disclosure should make clear whether these risks
could result in a
material change in your operations and/or the value of your ordinary
shares or 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.
Your disclosure should address how recent statements and regulatory
actions by China s
government, such as those related to the use of variable interest
entities and data security
or anti-monopoly concerns, has or may impact the company s ability
to conduct its
business, accept foreign investments, or list on an U.S. or other
foreign exchange. Your
prospectus summary should address, but not necessarily be limited to,
the risks
highlighted on the prospectus cover page.
4. Please clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Please disclose clearly the entity (including the
domicile) in which
investors are purchasing their interest.
Prospectus Summary, page 1
5. In your summary of risk factors, please disclose the risks that your
corporate structure and
being based in or having the majority of the company s operations in
China poses to
investors. In particular, describe the significant regulatory,
liquidity, and enforcement
risks with cross-references to the more detailed discussion of these
risks in the
prospectus. For example, specifically discuss risks arising from the
legal system in China,
including risks and uncertainties regarding the enforcement of laws
and that rules and
regulations in China can change quickly with little advance notice;
and 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
your ordinary shares. Please 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
Tak Ching Poon
ALE Group Holding Ltd
August 19, 2021
Page 3
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.
6. Please disclose each permission that you or your subsidiaries are
required to obtain from
Chinese authorities to operate and issue these securities to foreign
investors. State
whether you or your subsidiaries are covered by permissions
requirements from the
CSRC, CAC or any other entity that is required to approve your
operations, and state
affirmatively whether you have received all requisite permissions and
whether any
permissions have been denied.
7. Please provide a clear description of how cash is transferred through
your organization.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company, its subsidiaries, and direction of transfer.
Quantify any dividends or
distributions that a subsidiary has made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
on foreign exchange and your ability to transfer cash between
entities, across borders, and
to U.S. investors. Describe any restrictions and limitations on your
ability to distribute
earnings from your businesses, including subsidiaries, to the parent
company and U.S.
investors.
8. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state
Risk Factors, page 9
9. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your ordinary shares.
Also, given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action 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.
10. In light of recent events indicating greater oversight by the Cyberspace
Administration of
China over data security, particularly for companies seeking to list on
a foreign exchange,
FirstName LastNameTak Ching Poon
please revise your disclosure to explain how this oversight impacts your
business and your
Comapany NameALE
offering Group
and to what Holding
extent you Ltd
believe that you are compliant with
the regulations or
Augustpolicies
19, 2021that have
Page 3 been issued by the CAC to date.
FirstName LastName
Tak Ching Poon
FirstName
ALE GroupLastNameTak
Holding Ltd Ching Poon
Comapany
August 19, NameALE
2021 Group Holding Ltd
August
Page 4 19, 2021 Page 4
FirstName LastName
General
11. We note that this post-effective amendment amends a registration
statement on Form F-1
that went effective on December 28, 2020 and registered the offer and
sale by the
registrant of 2,880,000 ordinary shares. This amendment discloses that
it is registering a
total of 6,920,000 ordinary shares. Assuming that none of the original
2,880,000 shares
were sold, and taking into account the 2 for 1 forward split of your
shares, it appears that
you are attempting to increase the number of shares covered by this
registration statement
A registrant cannot register additional securities by means of a
post-effective
amendment. Please refer to Securities Act Rule 413(a) and Securities
Act Rules
Compliance and Disclosure Interpretation 210.01. Please remove these
additional
securities from your post-effective amendment. Any new offering of
securities would
need to be covered by a new registration statement.
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.
You may contact Scott Anderegg at 202-551-3342 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services