United States securities and exchange commission logo
August 2, 2022
Kin Sun Sze-To
Chief Executive Officer
Plastec Technologies, Ltd.
c/o Unit 01, 21/F
Aitken Vanson Centre
61 Hoi Yuen Road
Kwun Tong
Kowloon, Hong Kong
Re: Plastec
Technologies, Ltd.
Post-Effective
Amendment No. 11 to Registration Statement on Form F-1
Filed July 15, 2022
File No. 333-185212
Dear Mr. Sze-To:
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. 11 to Registration Statement on Form F-1
filed July 15, 2022
Cover Page
1. We note your response
to prior comment 2. Please revise the cover page to
include prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China and/or Hong Kong.
Your disclosure should
make clear whether these risks could result in a material change in
your operations and/or
the value of the securities you are registering for sale 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.
Kin Sun Sze-To
FirstName LastNameKin
Plastec Technologies, Ltd.Sun Sze-To
Comapany
August NamePlastec Technologies, Ltd.
2, 2022
August
Page 2 2, 2022 Page 2
FirstName LastName
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, have or may impact the company s ability
to conduct its
business, accept foreign investments, or list on a U.S. or other
foreign exchange.
2. If the reference on page 1 to "explore other investment
opportunities," the reference on
page 8 to your "ability to consummate any investment opportunity" and
similar references
throughout your document include the possibility of investing in
companies that are based
in or have the majority of their operations in Hong Kong, Macau and
the People's
Republic of China and companies that utilize a VIE structure, please
revise to address this
possibility and the related risks as well as the applicable comments
in the Division of
Corporation Finance's Sample Letter to China-Based Companies issued by
the Staff in
December 2021. If not, revise to state so directly.
3. We note that you revised the disclosure on page 5 in response to prior
comment 4. As
previously requested, revise the cover page to provide a description
of how cash is
transferred through your organization and disclose your intentions to
distribute earnings or
settle amounts owed under applicable agreements. State whether any
transfers, dividends,
or distributions have been made to date between the holding company,
its subsidiaries,
and consolidated entities, or to investors, and quantify the amounts
where applicable.
4. We note your response to prior comment 5. Please tell us with
specificity where you have
disclosed on your cover page, prospectus summary, and applicable risk
factors that you
have been identified by the Commission under the HFCAA and whether you
have been
provisionally or conclusively identified and the impact this may have
on your ability to
continue to offer your securities.
Current Organizational Structure and Business, page 5
5. We note your response to prior comment 8. Regarding your disclosure on
page 5 and
elsewhere in your document about permissions and approvals to conduct
your offering
and to conduct your business, identify counsel and file the consent of
counsel if you relied
on the advice of counsel. If you did not consult counsel, please
explain why you did not
do so.
6. We note your response to prior comment 9. Please expand the disclosure
on page 5
to disclose whether cash generated from one subsidiary is used to fund
another
subsidiary's operations, whether your subsidiaries have ever faced
difficulties or
limitations on their ability to transfer cash between subsidiaries,
and whether your
subsidiaries have cash management policies that dictate the amount of
such funding. Also,
disclose whether your subsidiaries have cash management
policies/procedures that dictate
how funds are transferred.
Risk Factors, page 10
Kin Sun Sze-To
Plastec Technologies, Ltd.
August 2, 2022
Page 3
7. We note your response to prior comment 8. Please include a risk factor
to address
specifically any PRC regulations concerning mergers and acquisitions by
foreign investors
that a potential business combination transaction may be subject to,
including PRC
regulatory reviews, which may impact your ability to explore investment
opportunities.
The Chinese government may intervene in or influence a PRC company's business
operations at
any time or exert more oversight, page 12
8. We note your response to prior comment 14. In light of recent events
indicating greater
oversight by the Cyberspace Administration of China over data security,
please revise
your disclosure to explain in greater detail how this oversight impacts
your investment
opportunities.
Enforceability of Civil Liabilities, page 53
9. Please disclose, if applicable, that you have directors, officers or
senior management
located in China or Hong Kong. If so, state that it will be more
difficult to enforce
liabilities and enforce judgments on those individuals. Add appropriate
risk factor
disclosure. Also, if you have at least one director or officer located
in China or Hong
Kong, please discuss the limitations and difficulties of bringing an
action against that one
director or officer. Also, please expand the disclosure in the Risks
Affecting our
Company section beginning on page 6 to include a bullet point to
highlight such risk and
expand the disclosure in the Risk Factors section beginning on page 10
to include a
separate risk factor to highlight such risk.
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.
Please contact Thomas Jones at (202) 551=3602 or Geoff Kruczek at (202)
551-3641
with any other questions.
Sincerely,
FirstName LastNameKin Sun Sze-To
Division of
Corporation Finance
Comapany NamePlastec Technologies, Ltd.
Office of
Manufacturing
August 2, 2022 Page 3
cc: Jeffrey M. Gallant, Esq.
FirstName LastName