United States securities and exchange commission logo
September 21, 2023
Min Jiang
Chief Executive Officer
SIPP International Industries, Inc.
69 Waterfall Blvd, The Ponds
Sydney, NSW 2769, Australia
Re: SIPP International
Industries, Inc.
Amendment No. 4 to
Registration Statement on Form S-1
Filed September 6,
2023
File No. 333-271830
Dear Min Jiang:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 28, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed September 6,
2023
Cover Page
1. We note the disclosure
throughout your prospectus about the Trial Measures and Articles
and that you indicate
that you are not required to obtain approval or clearance from the
CSRC. Please revise
your disclosure to clarify whether you are relying on an opinion of
counsel in determining
that you are not required to obtain approval or clearance from the
CSRC and, if so,
identify counsel and file its consent. Please make similar revisions
elsewhere that you
discuss approval by the CSRC, such as your risk factors and cover
page.
2. We note the disclosure
throughout your prospectus that "The Company is of the belief that
the expenses of
engaging PRC counsel would be unduly burdensome on the Company,
Min Jiang
SIPP International Industries, Inc.
September 21, 2023
Page 2
and thus, the Company has not sought to engage PRC counsel to obtain an
additional
opinion pertaining to the Company s understanding of all required
approvals and
permission to operate [y]our business." If true, please revise to
disclose that your
determination not to obtain the advice of counsel is based on a
risk-based analysis and
include a related risk factor disclosure. Please revise to explicitly
address the
consequences to your investors specifically if you do not receive or
maintain the necessary
permissions or approvals, inadvertently conclude that such permissions
or approvals are
not required or applicable laws, regulations or interpretations change
and you are required
to obtain such permissions in the future.
Exhibits
3. We note your response to prior comment 6 and reissue the comment. In
this regard, we
note that Exhibit 3.3 is still not a single complete copy of your
articles. As required by
Item 601(b)(3) of Regulation S-K, please file a complete copy of your
Articles and
Incorporation and bylaws as amended to date.
General
4. It appears that you revised the disclosure in the fifth paragraph on
page 58 in response to
the last bullet point of prior comment 7. However, the disclosure in the
sixth paragraph on
page 24 about material weaknesses is still not consistent with the
disclosure in the fourth
paragraph on page 58 about material weaknesses. Please advise or revise
accordingly.
You may contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at
202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Geoff Kruczek at 202-551-3641 with any
other
questions.
Sincerely,
FirstName LastNameMin Jiang
Division of
Corporation Finance
Comapany NameSIPP International Industries, Inc.
Office of
Manufacturing
September 21, 2023 Page 2
cc: Matthew McMurdo
FirstName LastName