United States securities and exchange commission logo
September 21, 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. 2 to Registration Statement on Form F-1
Filed September 1,
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. 2 to Registration Statement on Form F-1
Prospectus Cover, page i
1. We note your response
to comment 1 and your revised disclosure. Please add to the
prospectus cover page a
specific cross-reference to the detailed discussion of the risks
facing the company and
the offering as a result of your organizational structure.
Tak Ching Poon
FirstName
ALE GroupLastNameTak
Holding Ltd Ching Poon
Comapany 21,
September NameALE
2021 Group Holding Ltd
September
Page 2 21, 2021 Page 2
FirstName LastName
2. We note your response to comment 3 and your revised disclosure. On the
prospectus
cover page, where you state that "a few of our clients are PRC
individuals," please revise
this to disclose the approximate number of clients that you have in
the PRC. In this
regard, we note your disclosure on page 45 that you have less than
10,000 clients based in
China. Please make conforming revisions throughout the prospectus
where you use
similar language to describe the number of clients you have in the
PRC.
3. We note your response to comment 4 and your revised disclosure. Please
clearly
differentiate throughout the prospectus between the entity that is the
holding company and
entities that are conducting business operations.
Prospectus Summary, page 1
4. We note your response to comment 5 and you revised disclosure. Please
revise
the summary of risk factors to add specific cross-references to the
more detailed
discussion of the significant regulatory, liquidity, and enforcement
risks. In addition,
please add a summary risk factor addressing the uncertainty as to
whether you or your
subsidiaries are required to obtain permission from Chinese
authorities to operate and
issue these securities to foreign investors.
5. We note your response to comment 6 and your revised disclosure that
"[t]he draft
amendment of Measures for Cybersecurity Review remains unclear whether
a Hong Kong
company which collects personal information from PRC individuals shall
be subject to the
draft amendment. As a result, the likelihood of us being subject to
the review of the CAC
is remote." Please revise your disclosure to explain why you believe
the likelihood of you
being subject to the review of the CAC is remote. Please make
conforming revisions to
the risk factor disclosure.
6. We note your response to comment 6 and your revised disclosure
concerning "Recent
Regulatory Development in PRC." Please revise this disclosure to add
cross-references to
the more detailed discussion of the risks and uncertainties associated
with these
developments in the risk factor section of the prospectus.
7. We note your response to comment 6 and your revised disclosure
concerning "Recent
Regulatory Development in PRC." Please revise your disclosure to
explain why you
believe you are not required to obtain regulatory approval from
Chinese authorities,
including specifically the CAC, before listing in the U.S. Please make
conforming
revisions to the risk factor disclosure.
Transfers of Cash To and From Our Subsidiaries, page 4
8. We note your response to comment 7 and your revised disclosure. Please
describe
whether you are subject to any restrictions on foreign exchange. In
doing so, please
address your ability to transfer cash between entities, across
borders, and to U.S.
investors. Please also describe any restrictions and limitations on
your ability to distribute
earnings from your businesses, including subsidiaries, to the parent
company and U.S.
Tak Ching Poon
ALE Group Holding Ltd
September 21, 2021
Page 3
investors. Please make conforming revisions to your risk factor and
regulatory
disclosures.
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.
FirstName LastNameTak Ching Poon Sincerely,
Comapany NameALE Group Holding Ltd
Division of
Corporation Finance
September 21, 2021 Page 3 Office of Trade &
Services
FirstName LastName