United States securities and exchange commission logo
November 17, 2023
Edwin Chun Yin Wong
Chief Executive Officer
J-Long Group Ltd
Flat F, 8/F, Houston Industrial Building
32-40 Wang Lung Street, Tsuen Wan
New Territories, Hong Kong
Re: J-Long Group Ltd
Amendment No. 1 to
Registration Statement on Form F-1
Filed November 9,
2023
File No. 333-275077
Dear Edwin Chun Yin Wong:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No.1 to Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 3
1. In Note 14 on page
F-29, you disclose you effected a stock split whereby each 3 issued
and outstanding
ordinary shares were divided into 8 ordinary shares on November 8,
2023, and revised the
consolidated balance sheets and consolidated statements of changes
in shareholders' equity
to reflect such a stock split. However, you disclose here you had a
stock split "at a ratio
of 3-for-8." It appears it should be described "at a ratio of 8-for-3" as
it is a stock split and
not a reverse stock split. Please revise here and on pages 63 and F-
33.
Edwin Chun Yin Wong
FirstName LastNameEdwin Chun Yin Wong
J-Long Group Ltd
Comapany 17,
November NameJ-Long
2023 Group Ltd
November
Page 2 17, 2023 Page 2
FirstName LastName
The Offering, page 20
2. You disclose you are offering 1,400,000 ordinary shares with a par
value of US$0.0001
per share. Given the share split of your ordinary shares occurred on
November 8, 2023,
please revise the par value to reflect the latest par value of
US$0.0000375 per share here
and in other relevant sections throughout the filing.
Notes to Consolidated Financial Statements
18. Subsequent Events, page F-33
3. We note that you have effected a 8-for-3 stock split on November 8,
2023 and that your
historical financial statements have been retroactively adjusted to
reflect the stock split.
Please ensure that your independent auditor revises its report on page
F-2 to reference the
stock split and dual dates its opinion in accordance with PCAOB AS
3110.05 and
provide an updated consent to reflect the revised audit report.
Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Virginia Tam