United States securities and exchange commission logo
February 14, 2023
Hong Zhida
Chief Executive Officer
ADDENTAX GROUP CORP.
Kingkey 100, Block A, Room 4805
Luohu District, Shenzhen City
China 518000
Re: ADDENTAX GROUP
CORP.
Registration
Statement on Form S-1
Filed January 25,
2023
File No. 333-269409
Dear Hong Zhida:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1, filed January 25, 2023
Cover Page
1. We acknowledge your
cover page disclosure that you are a Nevada holding company, that
shares are not an
equity holding in your Chinese subsidiaries, and that the Chinese
government could
disallow this structure. In addition, please provide a cross-reference to
your detailed
discussion of risks facing the company and the offering as a result of this
structure.
2. We note your definition
of China and PRC excludes Hong Kong. Please clarify in
your disclosure that
the legal and operational risks associated with operating in China also
apply to your
operations in Hong Kong. Please also discuss in your registration statement
Hong Zhida
FirstName LastNameHong Zhida
ADDENTAX GROUP CORP.
Comapany14,
February NameADDENTAX
2023 GROUP CORP.
February
Page 2 14, 2023 Page 2
FirstName LastName
the applicable laws and regulations in Hong Kong as well as the
related risks and
consequences. Examples of applicable laws and regulations include, but
are not limited to,
are:
Enforceability of civil liabilities in Hong Kong;
Disclose on the cover page how regulatory actions related to data
security or anti-
monopoly concerns in Hong Kong have or may impact the company s
ability to
conduct its business, accept foreign investment or list on a
U.S./foreign exchange;
and
Include risk factor disclosure explaining whether there are
laws/regulations in Hong
Kong that result in oversight over data security, how this
oversight impacts the
company s business and the offering, and to what extent the
company believes that it
is compliant with the regulations or policies that have been
issued.
3. Please amend your disclosure here and in the risk factors sections to
state that, to the
extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong
entity, the
funds may not be available to fund operations or for other use outside
of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and
limitations on the ability
of you or your subsidiaries by the PRC government to transfer cash. On
the cover page,
provide cross-references to these other discussions. Additionally, to
the extent you have
cash management policies that dictate how funds are transferred
between you, your
subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus
summary, and disclose the source of such policies (e.g., whether they
are contractual in
nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the
prospectus summary that you have no such cash management policies that
dictate how
funds are transferred. Provide a cross-reference on the cover page to
the discussion of this
issue in the prospectus summary.
Prospectus Summary
PRC Limitation on Overseas Listing and Share Issuance, page 5
4. We note your disclosure on page 3 of the registration statement and on
page 14 of your
annual report, filed June 23, 2022, that your PRC businesses have the
required business
licenses from local authorities and your confirmation that you have
all required
permissions and approvals in order to conduct your business. Please
confirm in your
disclosure that your PRC business only requires business licenses from
local authorities,
otherwise please specifically disclose any other permissions or
approvals required to
operate your business. In addition, we note that you do not appear to
have relied upon an
opinion of counsel with respect to your conclusions that you do not
need any
additional permissions and approvals to operate your business and to
offer securities to
investors. If true, state as much and explain why such an opinion was
not obtained.
Risk Factors, page 11
5. We note your risk factor disclosure about the Holding Foreign
Companies Accountable
Act on page 23 of your annual report filed June 23, 2022. Please
include an updated risk
Hong Zhida
ADDENTAX GROUP CORP.
February 14, 2023
Page 3
factor in this registration statement to disclose that on December 29,
2022 the President
signed into law the Consolidated Appropriations Act of 2022, which
decreases the number
of non-inspection years from three years to two years, and thus,
would reduce the time
before your securities may be prohibited from trading or delisted.
6. Please revise your risk factor disclosure, or add new risk factor
disclosure, to address that
this offering will cause dilution and has the potential to cause price
drops for existing
holders of your securities. We note that the current risk factors state
that stockholders
"may" experience dilution, but it is this prospectus that is facilitating
those sales.
General
7. Please update your disclosures throughout the prospectus regarding the
Holding Foreign
Companies Accountable Act to reflect the amendment of the act on December
29, 2022,
to reduce from three years to two years the number of consecutive years
an issuer can be
identified as a Commission-Identified Issuer before the Commission must
impose an
initial trading prohibition on the issuer s securities.
8. We acknowledge your disclosure on page 27 of the 10-K filed on June 23,
2022 that your
directors and officers reside outside of the United States and addressing
the challenges of
bringing actions and enforcing judgments/liabilities against directors or
officers located
outside the United States. In addition to the existing disclosure, please
identify the
relevant individuals who are located in Hong Kong or the PRC, as
applicable, and include
a separate "Enforceability" section, consistent with Item 101(g) of
Regulation S-K.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Nicholas Nalbantian at 202-551-7470 or Dietrich King at
202-551-8071
with any questions.
Sincerely,
FirstName LastNameHong Zhida
Division of
Corporation Finance
Comapany NameADDENTAX GROUP CORP.
Office of Trade &
Services
February 14, 2023 Page 3
cc: Lawrence Venick
FirstName LastName