SecProbe.io

United States securities and exchange commission logo
August 4, 2023
Dan Xie
Chief Financial Officer
UTStarcom Holdings Corporation
4th Floor, South Wing, 368 Liuhe Road
Binjiang District, Hangzhou 310052
The People's Republic of China
Re:UTStarcom Holdings Corporation
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-35216
Dear Dan Xie:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 73
1.Please provide the documentation required by Item 16I(a) of Form 20-F or tell us why you
are not required to do so.  Please also supplementally describe the materials that were
reviewed and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission.  In your response, please
provide a similarly detailed discussion of the materials reviewed and legal opinions or
third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party

 FirstName LastNameDan Xie
 Comapany NameUTStarcom Holdings Corporation
 August 4, 2023 Page 2
 FirstName LastName
Dan Xie
UTStarcom Holdings Corporation
August 4, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3.We note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong and countries outside China.  Please note that Item 16I(b)
requires that you provide disclosures for yourself and all of your consolidated foreign
operating entities.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
 consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities.  Alternatively, provide
this information in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            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.
            Please contact Jimmy McNamara at 202-551-7349 or Christopher Dunham at 202-551-
3783 with any questions.

Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Lan Lou