United States securities and exchange commission logo
February 14, 2022
Tao Ling
Chief Executive Officer
Ostin Technology Group Co., Ltd.
Building 2, 101/201 1 Kechuang Road
Qixia District, Nanjing
Jiangsu Province, China 210046
Re: Ostin Technology
Group Co., Ltd.
Amendment No. 9 to
Registration Statement on Form F-1
Filed January 31,
2022
File No. 333-253959
Dear Mr. Ling:
We have reviewed your amended 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.
Form F-1/A filed January 31, 2022
Prospectus Summary, page 1
1. Disclose whether your
auditor is subject to the determinations announced by the PCAOB
on December 16, 2021.
2. We note your summary of
risk factors. Please provide a cross-reference to the more
detailed discussion of
these risks in the prospectus.
Note 5 - Inventories, page F-20
3. Please revise the note
to briefly describe the transactions and the circumstances that
resulted in
Goods-in-Transit at September 30, 2021.
Tao Ling
FirstName LastNameTao LingLtd.
Ostin Technology Group Co.,
Comapany14,
February NameOstin
2022 Technology Group Co., Ltd.
February
Page 2 14, 2022 Page 2
FirstName LastName
4. We note your inventory impairment policy disclosed on page F-13.
Please confirm to us,
if true, and revise the last sentence of this note to clarify that you
recorded inventory
impairment charges of $1,077,952 and $288,411 during the fiscal years
ended September
30, 2021 and 2020, respectively, and tell investors where these
charges are presented in
your statements of income and comprehensive income. Likewise, if true,
clarify that
during fiscal 2021 you wrote-off previously impaired inventory with a
related provision of
$297,586, or explain to us what you mean by your disclosure that you
"wrote off
inventory provision of $297,586" in that fiscal year.
5. Further, please reconcile for us the disclosure in the last sentence
of this note with the
inventory provision adjustment of $780,366 reflected on the statement
of cash flows for
the year ended September 30, 2021, or revise the financial statements
to resolve this
inconsistency.
Note 3 - Accounts Receivable, page F-20
6. We note from page 62 that the increase in accounts receivable during
fiscal 2021 was due
in part to an increase in the accounts receivable balance of one
existing customer as a
result of its extended credit period from 90 days to 120 days. Please
revise the note to
address the following:
Briefly describe the circumstances relating to your extending
that customer s credit
terms from 90 days to 120 days.
Disclose an aging of your accounts receivable at September 30,
2021 in tabular form
and show the allowance for losses related to each age group of
receivables.
7. We note from page 76 that for customers located in certain regions you
have established
certain measures, such as factoring arrangements, to protect you from
excessive exposure
to credit risks. Please revise the notes to financial statements to
describe your factoring
arrangements and how you account for them. In addition, revise the
Liquidity and Capital
Resources section of MD&A to discuss the impact of your factoring
arrangements on your
liquidity position during each reported period and disclose any
related known risks and
trends.
8. You disclose here that you recorded bad debt expense of $96,166 in
fiscal 2021. Please
reconcile this disclosure to the bad debt expense adjustment of
$405,977 reflected on the
statement of cash flows for the year ended September 30, 2021, or
revise your financial
statements to resolve the inconsistency.
Note 14 - Other Income (Expenses), Net, page F-27
9. The table included in this note appears to show that you are not
including certain
operating items in the Operating income amounts shown on your
statements of income
and comprehensive income. Please refer to Rule 5-03(b) of Regulation
S-X and revise
your financial statements to correctly present your bad debt and
impairment expenses as
part of your calculation of your operating income (loss) in each
period. In addition,
Tao Ling
Ostin Technology Group Co., Ltd.
February 14, 2022
Page 3
describe to us the transactions that resulted in (i) bank charges and
other financial
expenses and (iii) the gain from disposal of property, plant and
equipment and explain to
us why these amounts should not be included in calculating operating
income, or revise as
appropriate. See also the guidance in ASC 360-10-45-5.
10. Revise the note to describe the transactions that resulted in other
non-business income
(expense) of $616,049 and ($84,088) for the years ended September 30,
2021 and 2020,
respectively.
You may contact Andi Carpenter at 202-551-3645 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameTao Ling Sincerely,
Comapany NameOstin Technology Group Co., Ltd.
Division of
Corporation Finance
February 14, 2022 Page 3 Office of
Manufacturing
FirstName LastName