SecProbe.io

CORRESP
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filename1.htm

February
7, 2024

Nasreen
Mohammed

Adam
Phippen

Taylor
Beech

Mara
Ransom

United
States Securities and Exchange Commission

Washington,
D.C. 20549

 Re: BIMI
                                            Holdings Inc.

                                            Form 10-K for the Fiscal Year Ended

                                            December 31, 2022 Filed May 4, 2023

                                            Correspondence Filed April 24, 2023

                                            File No. 001-34890

Dear
Ladies and Gentlemen:

We
are submitting this letter in response to your letter dated July 17, 2023 in which the staff of the Division of Corporation Finance (the
“Staff”) provided comments to the Form 10-K for the year ended December 31, 2022 filed by BIMI Holdings Inc. (the “Company”).

Set
forth below are our responses to the comments. For your convenience, the text of each of such comments are reproduced in italics before
our response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment No. 1 to the Form 10-K
for the year ended December 31, 2022, which is being filed to the Commission contemporaneously with the submission of this letter.

Form
10-K for the Fiscal Year Ended December 31, 2022

Item
1. Business

The
Company, page 1

 1. Provide
                                            proposed revised disclosure stating that investors may never hold equity interests in the
                                            Chinese operating companies. Your disclosure should acknowledge that Chinese regulatory authorities
                                            could disallow your holding company structure, which would likely result in a material change
                                            in your operations and/or a material change in the value of your securities, including that
                                            it could cause the value of such securities to significantly decline or become worthless.
                                            Provide a cross reference to your detailed discussion of risks facing the company and the
                                            offering as a result of this structure.

Response:

The
Company acknowledges the Staff’s comment and is providing the following proposed revised disclosure:

BIMI
Holdings Inc. is a holding company incorporated in Delaware with operations conducted through operating subsidiaries in the People’s
Republic of China (the “PRC” or “China”) and holding company subsidiaries in the PRC, the British Virgin Islands
and the Hong Kong Special Administrative Region of the PRC (“Hong Kong”). Our corporate structure contains no variable interest
entities. Investors are cautioned that they may never hold equity interests in our Chinese operating companies. Further, Chinese regulatory
authorities could disallow our holding company structure, which would likely result in a material change in our operations and result
in a material adverse change in the value of an investment in our securities, including that it could cause the value of such securities
to significantly decline or become worthless. For more details, see “Item 1A. Risk Factors—Risks Related to Doing Business
in China”, pages .

United
States Securities and Exchange Commission

Washington,
D.C. 20549

February
7, 2024

Page
2

Regulatory
Compliance, page 10

 2. To
                                            ensure that such disclosure is featured prominently, provide proposed revised disclosure
                                            moving the disclosure in this section relating to the significant rules and regulations that
                                            affect your business activities in China to the beginning of the Business section where you
                                            address the other risks relating to your operations in China.

Response:

The
Company acknowledges the Staff’s comment and will provide the following disclosure from the subsection Regulatory Compliance to
the beginning of the Business section:

Regulatory
Compliance

We
conduct our business in China through our subsidiaries. Our operations in China are governed by PRC laws and regulations. As of the date
of this annual report, we have not received any requirement from Chinese governmental authorities to obtain additional permissions for
our operation or the issuance of securities to foreign investors. Given the uncertainties of interpretation and implementation of relevant
laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional licenses,
permits, filings or approvals for the functions and services of our platform in the future.

If
we or our PRC subsidiaries are found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain
any of the required permits, approvals or filings, the relevant PRC regulatory authorities would have broad discretion to take action
in dealing with such violations or failures. In addition, if we had inadvertently concluded that such approvals, permits, registrations
or filings were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval,
permits, registrations or filings in the future, we and our PRC subsidiaries may be unable to obtain such necessary approvals, permits,
registrations or filings in a timely manner, or at all, and such approvals, permits, registrations or filings may be rescinded even if
obtained. Any such circumstance may subject us to fines and other regulatory, civil or criminal liabilities, and we may be ordered by
the competent government authorities to suspend relevant operations, which will materially and adversely affect our business operations.

Furthermore,
we may be subject to regular inspections, examinations, inquiries or audits by regulatory authorities, and an adverse outcome of such
inspections, examinations, inquiries or audits may result in the loss or nonrenewal of the relevant licenses and approvals. Moreover,
the criteria used in reviewing applications for, or renewals of licenses and approvals may change from time to time, and there can be
no assurance that we will be able to meet new criteria that may be imposed to obtain or renew the necessary licenses and approvals. Many
of such licenses and approvals are material to the operation of our business, and if we fail to maintain or renew material licenses and
approvals, our ability to conduct our business could be materially impaired and we may be forced to curtail some or all of our operations.
If the interpretation or implementation of existing laws and regulations change, or new regulations come into effect, requiring us or
our PRC subsidiaries to obtain any additional permits, licenses or certificates that were previously not required to operate our business,
there can be no assurance that we or our PRC subsidiaries will successfully obtain such permits, licenses or certificates.

Cash
Transfers and Dividend Distributions, page 13

 3. Provide
                                            proposed revised disclosure that clarifies whether your PRC subsidiaries have made any distributions
                                            to the holding company. If no distributions have been made, so state. Ensure the disclosure
                                            regarding all transfers and distributions cover the financial periods addressed in your Management’s
                                            Discussion and Analysis section. In this regard, we note you only provide disclosure regarding
                                            capital contributions from the holding company to your PRC subsidiaries for 2022. If no transfers
                                            were made in 2021, so state.

The
Company acknowledges the Staff’s comment and is providing the following proposed additional disclosure.

We
are a Delaware holding company with no material operations of its own. We conduct our operations through our PRC subsidiaries and U.S
subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, the ability of
our company to pay dividends to shareholders and to service any debt may primarily depend upon dividends paid by our PRC subsidiaries.
If any of our PRC subsidiaries incurs debt on its own behalf, the instruments governing such debt may restrict their ability to pay dividends
to us. In addition, under PRC laws and regulations, our PRC subsidiaries are permitted to pay dividends to us only out of their retained
earnings, if any, as determined in accordance with PRC accounting standards and regulations. To date, our PRC subsidiaries do not have
any retained earnings. Further, our PRC subsidiaries are required to make appropriations to certain statutory reserve funds or may make
appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation
of the PRC subsidiaries.

 United
States Securities and Exchange Commission

Washington,
D.C. 20549

February
7, 2024

Page
3

The
ability of our PRC subsidiaries to distribute dividends to us will also be limited by foreign exchange restrictions under PRC law. The
restrictions on currency exchanges in the PRC may limit our ability to freely convert RMB to fund any future business activities outside
the PRC or other payments in U.S. dollars. Capital control measures imposed by the Chinese government may limit our ability to use capital
from our PRC subsidiaries for business purposes outside of the PRC. Under existing PRC foreign exchange regulations, payments of current
account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, cannot
be made in currencies other than RMB without complying with certain procedural requirements of the State Administration of Foreign Exchange,
or SAFE. Specifically, approval from or registration with appropriate government authorities is required where RMB is to be converted
into another currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in currencies other
than RMB. As a result, we may need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries in the future,
if any, to pay off debt in a currency other than RMB owed to entities outside the PRC, or to make other capital expenditure payments
outside the PRC in a currency other than RMB. Additionally, the PRC Enterprise Tax and its implementation rules provide that a withholding
tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted
or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where
the non-PRC-resident enterprises are incorporated. Our subsidiaries incorporated in the United States are permitted, under the respective
laws, to provide funding to the Company through dividend distributions and inter-company loans.

For
the years ended December 31, 2020, 2021 and 2022, no dividends or distributions were made to us by our PRC subsidiaries and U.S subsidiaries.
During the three years ended December 31, 2022, we transferred $5.6 million in capital contributions and loans to our operating subsidiaries
in the PRC. Our PRC subsidiaries did not make any distributions to our holding company during the three years ended December 31, 2022.
We have never declared or paid any dividends on our common stock since our inception, nor do we have any present plan to pay any dividends
on our common stock in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future
earnings to operate and expand our business.

 4. Provide
                                            proposed revised disclosure that includes comparable disclosure to this section in Item 7
                                            of this annual report.

The
Company acknowledges the Staff’s comment and is providing the following proposed additional disclosure.

During
the normal course of our business, cash is transferred between our subsidiaries via wire transfer to and from bank accounts to pay certain
business expenses. Cash is maintained by our parent company in its bank account and transferred to our subsidiaries when necessary. In
addition, cash may be used by us as the holding company to meet corporate expenses such as audit fees, attorneys’ fees, stock exchange
listing fees, IR/PR expenses and corporate administrative support expenses. During the three years ended December 31, 2022, we transferred
$5.6 million in capital contributions and loans to our operating subsidiaries in the PRC. Our PRC subsidiaries did not make any
distributions to our holding company during the three years ended December 31, 2022.

Our
Chinese subsidiaries may pay dividends to the parent holding company only out of their accumulated profits, if any, determined in accordance
with PRC accounting standards and regulations. PRC regulation of loans to, and direct investments in PRC entities by offshore holding
companies may delay or prevent us from using proceeds from future financing activities to make loans or additional capital contributions
to subsidiaries in the PRC or Hong Kong. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - PRC regulations
on loans and direct investments by offshore holding companies to PRC entities may delay or prevent us from making loans or additional
capital contributions to our PRC subsidiaries.”

We
have never declared or paid any dividends on our shares or any other securities. In order for us to distribute dividends to our shareholders,
we will need to rely to some extent on dividends distributed by our PRC subsidiaries. PRC regulations may restrict the ability of our
PRC subsidiaries to pay dividends to us, and such distributions will be subject to PRC withholding tax. In addition, PRC regulations
currently permit payment of dividends by a PRC company only out of accumulated distributable after-tax profits, as determined in accordance
the accounting standards and regulations in the PRC. See “Item 1A. Risk Factors - Risks Related to Our Shares - Because we have
not paid dividends and have no present intention of paying dividends, investors will not realize any income from an investment in our
Common Stock unless and until investors sell their shares at profit.”

If
any of our PRC subsidiaries incur debt on their own behalf, the instruments governing the debt may restrict their ability to pay dividends
or make other distributions to us. Under PRC laws and regulations, our PRC subsidiaries may pay dividends only out of their respective
accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise
is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund,
until the aggregate amount of such fund reaches 50% of its registered capital. Such reserve funds cannot be distributed to us as dividends.
At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards
to an enterprise expansion fund, or a staff welfare and bonus fund. In addition, registered share capital and capital reserve accounts
are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.

United
States Securities and Exchange Commission

Washington,
D.C. 20549

February
7, 2024

Page
4

Nevertheless,
to the extent cash or assets are locat