April 28, 2022

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Majestic Ideal Holdings Ltd. (CIK No. 0001897532)

Draft Registration Statement on Form F-1

Response to the Staff’s Comments Dated April 7, 2022

Please clarify the amount of your cash that is in RMB and Hong Kong dollars. Please 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. Your disclosure should address the possibility that the PRC could prevent the cash maintained in the PRC or Hong Kong from leaving, or that the PRC could restrict deployment of the cash into the business or for the payment of dividends. Add similar disclosure to risk factors and to the summary of risk factors.

In response to the Staff’s comment, the disclosure on the “amount of the cash that is in RMB …” can be found in paragraph 9 on the prospectus cover page of the Revised Draft Registration Statement.

With respect to the disclosure on “whether cash generated from one subsidiary …” the Company’s PRC subsidiary New Brand is its sole operating entity and the other subsidiaries are holding companies with no operations of their own, as disclosed in paragraph 9 on the prospectus cover page of the Revised Draft Registration Statement.

The disclosure on “difficulties or limitations on their ability to transfer cash …” can be found in paragraph 9 on the prospectus cover page of the Revised Draft Registration Statement.

The disclosure on “cash management policies/procedures …” can be found in paragraph 9 on the prospectus cover page of the Revised Draft Registration Statement.

The disclosure on “PRC could prevent the cash maintained in the PRC or Hong Kong…” can be found in paragraph 9 on the prospectus cover page of the Revised Draft Registration Statement. The Company has added similar disclosure language to paragraph 5 on page 21 under the relevant risk factor and made corresponding changes to the fourth bullet point on page 6 under “Summary of Risk Factors” of the Revised Draft Registration Statement. 

Please revise the disclosure in the first bullet point to specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice, which could result in a material change in your operations and/or the value of the securities you are registering for sale.

In response to the Staff’s comment, the referenced disclosure can be found in the first bullet point under the subsection titled “Risks Related to Doing Business in China” on page 5 and the corresponding changes have been made to the relevant risk factor on page 16 of the Revised Draft Registration Statement. 

Please revise the disclosure in the second bullet point in this section to clarify that the PRC government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale.

In response to the Staff’s comment, the referenced disclosure can be found in the second bullet point under the subsection titled “Risks Related to Doing Business in China” on page 5 and the corresponding changes have been made to the relevant risk factor on page 16 of the Revised Draft Registration Statement.

Please revise the disclosure in the first sentence of the last bullet point on page 5 to acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers 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.

In response to the Staff’s comment, the referenced disclosure can be found in the third bullet point under the subsection titled “Risks Related to Doing Business in China” on page 5 and the corresponding changes have been made to the relevant risk factor on page 17 of the Revised Draft Registration Statement.

We note your disclosure about the revised draft released on July 10, 2021. Please update your disclosures in this section and elsewhere in your filing to reflect that: (1) the Cyberspace Administration of China issued the New Measures for Cybersecurity Review on January 4, 2022; (2) that the New Measures amended the Measures for Cybersecurity Review released on July 10, 2021; and (3) the New Measures came into effect on February 15, 2022. Generally, please ensure that your discussion of PRC laws, rules and regulations is current.

In response to the Staff’s comment, the referenced disclosure can be found under the subsection titled “Recent Regulatory Development in China” on page 9 of the Revised Draft Registration Statement, and the Company will ensure that its discussion of PRC laws, rules and regulations is current throughout the filing.

We note the disclosure on pages 83-84 about your officers and directors. Please revise the disclosure on page 114 to discuss, if applicable, the extent to which your directors and officers are nationals or residents of the PRC and revise the Risk Factors section to include a separate risk factor to highlight the risk discussed on page 114.

In response to the Staff’s comment, the disclosure on the extent to which the “directors and officers are nationals or residents of the PRC” can be found on page 115 of the Revised Draft Registration Statement.

In addition, the Company has revised the Risk Factors section to include the relevant risk factor on page 20 and corresponding changes have been made to the same risk factor on page 6 under “Summary of Risk Factors” of the Revised Draft Registration Statement.

Please remove the Filing Fee Table from the cover page and file it as an exhibit to this registration statement. Refer to Item 601(b)(107) of Regulation S-K.

In response to the Staff’s comment, the Filing Fee Table has been removed from the cover page and will be filed as an exhibit by amendment when the Company first publicly files Form-1 with the Commission.