SEC Company Response from Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT) — Dec 26, 2019
Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: Dec. 26, 2019 · CIK: 0001066923 · Accession: 0001213900-19-026930
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File numbers found in text: 001-34502
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CORRESP
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filename1.htm
Future
FinTech Group Inc.
December
26, 2019
VIA
EDGAR
U.S. Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549-0405
Attn:
Charles
Eastman
Martin
James
Tim
Buchmiller
Russell
Mancuso
Re:
Future FinTech Group
Inc.
Preliminary
Proxy Statement on Schedule 14A Filed October 11, 2019
File
No. 001-34502
Dear Mr.
Eastman, Mr. James, Mr. Buchmiller and Mr. Mancuso:
Future
FinTech Group Inc. (“FTFT” or the “Company” and sometimes referred to as “we” or “our”)
is filing a response to the SEC Comment Letter, dated October 28, 2019 (the “Comment Letter”), in connection with
complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included in
this response letter the same caption and paragraph numbers, as well as the text of the comments, set forth in the Comment Letter
followed by our responses thereto.
Preliminary
Proxy Statement on Schedule 14A Filed October 11, 2019
General
1. We
note you are seeking authorization from security holders for disposition of a significant business. Please provide separate financial
statements for HeDeTang Holdings (HK) Ltd. Refer to the Division of Corporation Finance’s July 2001 Interim Supplement to
Publicly Available Telephone Interpretations, Section H, Question 6.
Response: we have revised preliminary
proxy statement and included the condensed consolidated financial statements of HeDeTang Holdings (HK) Ltd and explanatory notes
from pages 39 to 48.
Unaudited
Pro Forma Condensed Consolidated Financial Information, page 29
2. We
note the financial information included on pages 29 through 32. Please revise your filing to include pro forma financial information
that complies with the requirements of Article 11 of Regulation S-X. That guidance would require you to provide a pro forma balance
sheet as of the date of the latest historical balance sheet required in the filing pursuant to Rule 3-01 of Regulation S-X and
pro forma statements of operations for the latest fiscal year and year-to-date interim period. See also the form and content requirements
of Rule 11-02(b) of Regulation S-X.
Response:
we have revised preliminary proxy statement to include the pro forma balance sheet as of the date of the latest historical
balance sheet required in the filing pursuant to Rule 3-01 of Regulation S-X and pro forma statements of operations for the latest
fiscal year and year-to-date interim period.
Consolidated
Statements of Income and Comprehensive Income after shares transfer of Future FinTech Group Inc., page 31
3. We
note that you disclose estimates of revenues from operations in future periods. This presentation appears to be a financial forecast.
Please provide all disclosures required pursuant to Article 11-03 of Regulation S-X or delete the future estimate amounts.
Response:
we have revised preliminary proxy statement to include statement of operations according to the requirements in question No.
2 and deleted the future estimates from the preliminary proxy statement.
The
Sale Transaction, page 50
4. We
note your disclosure that the Purchase Price was based upon the preliminary evaluation of HeDeTang HK and its subsidiaries by
Shanxi Delixin Assets Evaluation Co., Ltd. Please refer to Item 14(b)(6) of Schedule 14A and provide the disclosure required by
Item 1015(b) of Regulation M-A related to this evaluation.
Response:
please find our explanations according to the above requirements as follows:
The seller,
Skypeople Foods Holdings Limited, our wholly owned subsidiary engaged Shanxi Delixin Assets Evaluation Co., Ltd. (“Delixin”)
to appraise the assets of HeDeTang HK. The final evaluation of HeDeTang HK is completed on December 23, 2019. Delixin used the asset-based
method for the evaluation of HeDeTang HK.
The Company
has revised the preliminary proxy statement and included a summarized details of appraisal process and findings.
Shanxi
Delixin Assets Evaluation Co., Ltd. is an asset appraisal service firm approved by the Department of Finance of
Shaanxi Province in August 2007. It is registered with Xianyang Administration for Industry and Commerce with registered and
paid in capital of RMB 1 million (approximately $140,000). At present, it has 24 full-time practitioners, including 16
certified assets appraisers, 10 certified public accountants, 4 certified land appraisers, 8 certified real estate
appraisers, 6 certified vehicle appraisers (certain appraisers hold more than one certification). It assets evaluation
business includes: enterprise value evaluation; enterprise restructuring and reorganization assets evaluation; mergers and
acquisitions, dissolution, bankruptcy assets evaluation; financial leasing, mortgage, transfer and auction assets evaluation;
intangible assets evaluation; real estate, land evaluation, etc. The qualification of Delixin is attached hereto as Exhibit
1.
The Company
does not have any relationship with Delixin or its affiliates or unaffiliated representative during the past two years, other
than the evaluation of HeDeTang HK. The total evaluation fee for HeDeTang HK is RMB 350,000 (approximately $50,000).
If you have any further comments or require
any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at (202)
298-1735 at Foster Garvey, P.C.
Very truly
yours,
/s/
Yongke Xue
Yongke Xue
Chief
Executive Officer
Future
FinTech Group Inc.
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EXHIBIT 1