PSIG / PS International Group Ltd. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

VIA EDGAR

VIA EDGAR January 26, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PSI Group Holdings Ltd   Request for Withdrawal of Registration Statement on Form F-1   File No. 333-270168 Ladies and Gentlemen: On March 1, 2023, PSI Group Holdings Ltd (the “Company”), a Cayman Islands company, filed a Registration Statement on Form F-1

PSI GROUP HOLDINGS LTD.

Exhibit 4.1 PSI GROUP HOLDINGS LTD. NUMBER SHARES ****** ******* INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS $0.0001 PAR VALUE ORDINARY SHARES THIS CERTIFIES THAT *SPECIMEN* Is the Owner of ******* FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF PSI GROUP HOLDINGS LTD. Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate pr

CONSENT OF ERIC JACKSON, CHANG

Exhibit 99.7 CONSENT OF ERIC JACKSON, CHANG PSI Group Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be na

CONSENT OF LO CHANII, KAM

Exhibit 99.9 CONSENT OF LO CHANII, KAM PSI Group Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be named i

As filed with the U.S. Securities and Exchange Commission on March 23, 2023

As filed with the U.S. Securities and Exchange Commission on March 23, 2023 Registration No. 333-270168 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PSI Group Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands 4731 Not Applicable (State or other jurisdictio

CONSENT OF CHUN PONG RAYMOND, SIU

Exhibit 99.8 CONSENT OF CHUN PONG RAYMOND, SIU PSI Group Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to be

Dated 07 March 2022 Companies Act (Revised) Company Limited by Shares PSI Group Holdings Ltd MEMORANDUM OF ASSOCIATION

Exhibit 3.1 Dated 07 March 2022 Companies Act (Revised) Company Limited by Shares PSI Group Holdings Ltd 利航國際控股有限公司 MEMORANDUM OF ASSOCIATION Auth Code: J23005247239 www.verify.gov.ky Companies Act (Revised) Company Limited by Shares Memorandum of Association of PSI Group Holdings Ltd 利航國際控股有限公司 1 The name of the Company is PSI Group Holdings Ltd 利航國際控股有限公司. 2 The Company’s registered office will

PSI GROUP HOLDINGS LTD. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Effective September 9, 2022

Exhibit 99.3 PSI GROUP HOLDINGS LTD. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Effective September 9, 2022 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of PSI Group Holdings Ltd. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “AGREEMENT”) is made and entered into on March 17, 2022, by and between Mr. Hok Wai Alex, Ko (the “EXECUTIVE”) and PSI Group Holdings Ltd, a Cayman Islands company (the “COMPANY”). WHEREAS, the Executive has been the Chief Executive Officer and Director of the Company since the inception of the Company (the “EFFECTIVE DATE”). WHEREAS

EX-3.1

Exhibit 3.1

Date: March 17, 2022

Exhibit 99.6 Date: March 17, 2022 PSI Group Holding Ltd. Unit 1002, 10/F, Join-in Hang Sing Centre No.2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong Re: PSI Group Holding Ltd. Ladies and Gentlemen, We understand that PSI Group Holding Ltd. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange

CHARTER OF THE COMPENSATION COMMITTEE OF PSI GROUP HOLDINGS LTD

Exhibit 99.4 CHARTER OF THE COMPENSATION COMMITTEE OF PSI GROUP HOLDINGS LTD Membership The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of PSI Group Holdings Ltd (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market. Each member of the Committee must qu

LETTER IN LIEU OF CONSENT FOR REVIEW REPORT

EX-15.1 11 ea174119ex15-1psigroup.htm LETTER IN LIEU OF CONSENT OF WWC, P.C Exhibit 15.1 March 1, 2023 To the Board of Directors and Shareholders of PSI Group Holdings Ltd LETTER IN LIEU OF CONSENT FOR REVIEW REPORT We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of PSI Group Holdings L

Calculation of Filing Fee Tables (Form Type) PSI Group Holdings Ltd.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) PSI Group Holdings Ltd.

EX-10.4

Exhibit 10.4

As filed with the U.S. Securities and Exchange Commission on March 1, 2023

As filed with the U.S. Securities and Exchange Commission on March 1, 2023 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PSI Group Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands 4731 Not Applicable (State or other jurisdiction of incorporation or o

PSI GROUP HOLDINGS LTD UNDERWRITING AGREEMENT

Exhibit 1.1 PSI GROUP HOLDINGS LTD UNDERWRITING AGREEMENT [●], 2023 Univest Securities, LLC 75 Rockefeller Plaza, Suite 18C New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, PSI Group Holdings Ltd, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities

SUBSIDIARIES OF PSI GROUP HOLDINGS LTD.

Exhibit 21.1 SUBSIDIARIES OF PSI GROUP HOLDINGS LTD. Subsidiaries Place of Incorporation Incorporation Time Percentage Ownership PSI (BVI) Ltd. British Virgin Islands March 11, 2022 100 % BGG (BVI) Ltd. British Virgin Islands March 11, 2022 100 % Profit Sail Int’l Express (HK) Limited Hong Kong SAR May 27, 1993 99.2 % Business Great Global Supply Chain Limited Hong Kong SAR November 11, 2016 100 %

March 1, 2023

EX-99.10 19 ea174119ex99-10psigroup.htm REQUEST FOR WAIVER AND REPRESENTATION UNDER ITEM 8.A.4 OF FORM 20-F Exhibit 99.10 March 1, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PSI Group Holdings, Ltd. – Registration Statement on Form F-1 Request for Waiver and Representation Under Item 8.A.4 of Form 20-F Ladies

CONTRACT OF EMPLOYMENT PROFIT SAIL Int’l Express (H.K.) Ltd. (the Company) Tsui Chun Kit (the Employee)

Exhibit 10.3 CONTRACT OF EMPLOYMENT Between PROFIT SAIL Int’l Express (H.K.) Ltd. (the Company) And Tsui Chun Kit (the Employee) IT IS HEREBY AGREED that this Contract supersedes all previous agreements, verbal or written, made between the Employee and the Company. The Company shall employ the Employee and the Employee shall serve the Company as Chief Financial Officer subject to following terms a

EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “AGREEMENT”) is made and entered into on March 17, 2020, by and between Mr. Yee Kit, Chan (the “EXECUTIVE”) and PSI Group Holdings Ltd, a Cayman Islands company (the “COMPANY”). WHEREAS, the Executive has been the Director and Chairman of the Company since the inception of the Company (the “EFFECTIVE DATE”). WHEREAS, the Company and

PSI GROUP HOLDINGS LTD Code of Ethics and Business Conduct

Exhibit 14.1 PSI GROUP HOLDINGS LTD Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors (the “Board”) of PSI Group Holdings Ltd (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate,

PSI GROUP HOLDINGS LTD. CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTOR Effective September 9, 2022

Exhibit 99.5 PSI GROUP HOLDINGS LTD. CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTOR Effective September 9, 2022 Membership The Nominating Committee (the “Committee”) of the board of directors (the “Board”) of PSI Group Holdings Ltd. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq St

EX-10.5

EX-10.5 8 ea174119ex10-5psigroup.htm LEASE AGREEMENT OF ADDITIONAL OFFICE SPACE, AT UNIT 4A, 11/F, JOIN-IN HANG SING CENTRE, 71-75 CONTAINER PORT ROAD, KWAI CHUNG, NEW TERRITORIES, HONG KONG Exhibit 10.5

Confidential draft No. 5 as confidentially submitted to the U.S. Securities and Exchange Commission on November 14, 2022. The draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all informatio

DRS/A 1 filename1.htm Confidential draft No. 5 as confidentially submitted to the U.S. Securities and Exchange Commission on November 14, 2022. The draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Confidential draft No. 4 as confidentially submitted to the U.S. Securities and Exchange Commission on November 1, 2022. The draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information

DRS/A 1 filename1.htm Confidential draft No. 4 as confidentially submitted to the U.S. Securities and Exchange Commission on November 1, 2022. The draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

PSI GROUP HOLDINGS LTD. CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTOR Effective September 9, 2022

Exhibit 99.5 PSI GROUP HOLDINGS LTD. CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTOR Effective September 9, 2022 Membership The Nominating Committee (the “Committee”) of the board of directors (the “Board”) of PSI Group Holdings Ltd. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq St

Confidential draft No. 3 as confidentially submitted to the U.S. Securities and Exchange Commission on September 19, 2022. The draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all informati

DRS/A 1 filename1.htm Confidential draft No. 3 as confidentially submitted to the U.S. Securities and Exchange Commission on September 19, 2022. The draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D

PSI GROUP HOLDINGS LTD. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Effective September 9, 2022

Exhibit 99.3 PSI GROUP HOLDINGS LTD. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Effective September 9, 2022 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of PSI Group Holdings Ltd. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities

PSI GROUP HOLDINGS LTD Code of Ethics and Business Conduct

Exhibit 14.1 PSI GROUP HOLDINGS LTD Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors (the “Board”) of PSI Group Holdings Ltd (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate,

CHARTER OF THE COMPENSATION COMMITTEE OF PSI GROUP HOLDINGS LTD

EX-99.4 4 filename4.htm Exhibit 99.4 CHARTER OF THE COMPENSATION COMMITTEE OF PSI GROUP HOLDINGS LTD Membership The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of PSI Group Holdings Ltd (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market. Each member

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “AGREEMENT”) is made and entered into on March 17, 2022, by and between Mr. Hok Wai Alex, Ko (the “EXECUTIVE”) and PSI Group Holdings Ltd, a Cayman Islands company (the “COMPANY”). WHEREAS, the Executive has been the Chief Executive Officer and Director of the Company since the inception of the Company (the “EFFECTIVE DATE”). WHEREAS

This is a confidential draft submission to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on July 22, 2022 and is not being filed publicly under the Securities Act of 1933, as

DRS/A 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on July 22, 2022 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FO

This is a confidential draft submission to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on June 17, 2022 and is not being filed publicly under the Securities Act of 1933, as

This is a confidential draft submission to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on June 17, 2022 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION ST

EMPLOYMENT AGREEMENT

EX-10.1 3 filename3.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “AGREEMENT”) is made and entered into on March 17, 2020, by and between Mr. Yee Kit, Chan (the “EXECUTIVE”) and PSI Group Holdings Ltd, a Cayman Islands company (the “COMPANY”). WHEREAS, the Executive has been the Director and Chairman of the Company since the inception of the Company (the “EFFECTIVE DATE”). W

EX-3.1

EX-3.1 2 filename2.htm Exhibit 3.1

EX-10.5

Exhibit 10.5

This is a confidential draft submission to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on March 22, 2022 and is not being filed publicly under the Securities Act of 1933, a

This is a confidential draft submission to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on March 22, 2022 and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE

PSI Group Holdings Ltd. Unit 1002, 10/F, Join-in Hang Sing Centre No.2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong

Exhibit 99.6 PSI Group Holdings Ltd. Unit 1002, 10/F, Join-in Hang Sing Centre No.2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong March 21, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PSI Group Holdings, Ltd – Registration Statement on Form F-1 Representation Under Item 8.A.4 of Form 20-F (“Item

EX-10.4

EX-10.4 6 filename6.htm Exhibit 10.4

EX-10.6

EX-10.6 8 filename8.htm Exhibit 10.6

LETTER IN LIEU OF CONSENT FOR REVIEW REPORT

EX-15.1 9 filename9.htm Exhibit 15.1 March 22, 2022 To the Board of Directors and Shareholders of PSI Group Holdings Limited LETTER IN LIEU OF CONSENT FOR REVIEW REPORT We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of PSI Group Holdings Limited and its subsidiaries for the periods end

Date: March 17, 2022

Exhibit 99.5 Date: March 17, 2022 PSI Group Holding Ltd. Unit 1002, 10/F, Join-in Hang Sing Centre No.2-16 Kwai Fung Crescent, Kwai Chung New Territories, Hong Kong Re: PSI Group Holding Ltd. Ladies and Gentlemen, We understand that PSI Group Holding Ltd. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange

CONTRACT OF EMPLOYMENT PROFIT SAIL Int’l Express (H.K.) Ltd. (the Company) Tsui Chun Kit (the Employee)

EX-10.3 5 filename5.htm Exhibit 10.3 CONTRACT OF EMPLOYMENT Between PROFIT SAIL Int’l Express (H.K.) Ltd. (the Company) And Tsui Chun Kit (the Employee) IT IS HEREBY AGREED that this Contract supersedes all previous agreements, verbal or written, made between the Employee and the Company. The Company shall employ the Employee and the Employee shall serve the Company as Chief Financial Officer subj

EMPLOYMENT AGREEMENT

EX-10.2 4 filename4.htm Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “AGREEMENT”) is made and entered into on March 17, 2022, by and between Mr. Hok Wai Alex, Ko (the “EXECUTIVE”) and PSI Group Holdings Ltd, a Cayman Islands company (the “COMPANY”). WHEREAS, the Executive has been the Chief Executive Officer and Director of the Company since the inception of the Company (the “E