SecProbe.io

CORRESP
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filename1.htm

May 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 March 7, 2024 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

Regulation of Overseas Listing, page 19

1. We note your response to prior comment 5, however, the proposed
disclosure you have included in your response letter does not materially differ from the disclosure that appears in your annual report,
so we are unable to determine how this proposed disclosure is responsive to our comment. Please revise or advise.

Response:

1.1 On February 17, 2023, the China Securities Regulatory
Commission (CSRC) issued the “Interim Measures for the Administration of Domestic Enterprises Issuing Securities and Listing Abroad,”
which will be implemented starting March 31, 2023. On February 24, 2023, the CSRC, the Ministry of Finance, the State Secrecy Bureau,
and the State Archives Administration issued the “Regulations on Strengthening the Confidentiality and Archives Management of Domestic
Enterprises Issuing Securities and Listing Abroad,” which will also take effect on March 31, 2023.

United States Securities and Exchange Commission

Washington, D.C. 20549

May 7, 2024

Page 2

1.2. If the subsidiaries of BIMI Holdings Inc. in China do
not directly issue securities or list abroad, they are not required to comply with the “Interim Measures for the Administration of
Domestic Enterprises Issuing Securities and Listing Abroad” and the “Regulations on Strengthening the Confidentiality and Archives
Management of Domestic Enterprises Issuing Securities and Listing Abroad” in terms of filing and other related administrative approval
procedures.

1.3 If the subsidiaries of BIMI Holdings Inc. in China meet
the criteria set forth in the second clause of Article 2 of the “Interim Measures for the Administration of Domestic Enterprises
Issuing Securities and Listing Abroad” which defines indirect overseas issuance and listing by domestic enterprises as instances
where the main business activities are in China, but the listing is done in the name of an overseas registered entity based on the equity,
assets, earnings, or similar rights of the domestic enterprise, and Article 15 which states that an issuer is considered to be engaging
in indirect overseas issuance and listing by a domestic enterprise if it simultaneously meets the following conditions: (a) any one of
the indicators such as revenue, total profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year accounts
for more than 50% of the corresponding data in the audited consolidated financial statements of the issuer; (b) the main elements of business
operations are conducted in China, or the main location is in China, or most of the senior management personnel are Chinese citizens or
usually reside in China, then they need to comply with the “Interim Measures for the Administration of Domestic Enterprises Issuing
Securities and Listing Abroad” and the “Regulations on Strengthening the Confidentiality and Archives Management of Domestic
Enterprises Issuing Securities and Listing Abroad” in terms of filing and other related administrative approval procedures.

1.4. If the subsidiaries of BIMI Holdings Inc. in China meet
the conditions mentioned in point 3 above but fail to comply with the required filings and other related administrative approval procedures,
the relevant authorities may impose penalties on the subsidiaries of BIMI Holdings Inc. in China and their related personnel in accordance
with the “Interim Measures for the Administration of Domestic Enterprises Issuing Securities and Listing Abroad,” the “Regulations
on Strengthening the Confidentiality and Archives Management of Domestic Enterprises Issuing Securities and Listing Abroad,” and
other relevant laws and regulations.

United States Securities and Exchange Commission

Washington, D.C. 20549

May 7, 2024

Page 3

Liquidity and Capital Resources, page 73

2. We note your response to prior comment 9. Please provide
Exhibit A with the revised Consolidated Statement of Cash Flows.

Response: Please see the attachment Exhibit A-C.

Consolidated Statements of Stockholders’ Equity, page F-6

3. We note your response to prior comment 11. Please provide
Exhibit B, the revised Consolidated Statements of Operations and Comprehensive Loss, and Exhibit C, the revised Consolidated Statements
of Stockholders’ Equity.

Response: Please see the attachment Exhibit A-C.

Consolidated Statements of Cash Flows, page F-7

4. We note your response to prior comment 12. Please provide
the accounting guidance for presenting stock compensation as a non-cash transaction in the supplemental information and not as an adjustment
in operating activities.

Response: We update cash flow this time for the stock compensation
as operating activity rather than non cash effect supplementary.

If you have any further questions, please do not
hesitate to contact me at song@usbimi.com, copying tiantian@usbimi.com.

    Sincerely,

    By:
     /s/ Tiewei Song

    Name:
     Tiewei Song

    Title:
    CEO

Exhibit A

BIMI
INTERNATIONAL MEDICAL, INC. AND ITS SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(UNAUDITED)

    For the years ended December 31

    2022
    2021

    CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss
    $ (22,318,058 )
    $ (34,921,746 )

    Net loss from discontinued
    operations
      (2,436,244 )
      (17,278,833 )

    Net loss from continuing operations
      (19,881,814 )
      (17,642,913 )

    Adjustments to reconcile net loss to cash provided by (used in) operating activities:

    Depreciation and amortization
      104,237
      244,116

    Profit/Loss on disposal of discontinuing operations and subsidiaries
      (529,320 )
      -

    Stock compensation
      2,250,000

    Impairment loss of Goodwill
      3,598,712
      26,128,171

    Allowance  for inventory provision
      -
      93,884

    Allowance for doubtful accounts
      1,381,259
      (53,698 )

    Amortization of discount of convertible promissory notes
      3,260,788
      2,252,401

    Change in operating assets and liabilities

    Accounts receivable
      1,285,062
      877,440

    Advances to suppliers
      392,838
      (203,053 )

    Inventories
      (5,415,550 )
      (1,429,785 )

    Prepayments and other receivables
      464,103
      7,325,103

    Operating lease-right of use assets
      (1,233,525 )
      (1,214,165 )

    Accounts payable, trade
      5,582,713
      (1,248,623 )

    Advances from customers
      (970,688 )
      1,699,733

    Taxes payable
      (219,026 )
      (479,750 )

    Operating lease liabilities
      1,262,203
      1,283,039

    Other payables and accrued liabilities
      1,095,289
      (2,380,066 )

    Net cash provided by (used in) operating activities from continuing operations
      (7,572,719 )
      15,251,834

    Net cash used in
    operating activities from discontinued operations
      (997,882 )
      (14,286,423 )

    Net cash provided by (used in) operating activities
      (8,570,601 )
      965,411

    CASH FLOWS FROM INVESTING ACTIVITIES:

    Payment for the acquisition of Phenix Bio Inc
      (180,000 )
      -

    Disposal of Zhuoda
      -
      -

    Payment for the acquisition of Qiangsheng,Eurasia and Mingkang Hospitals
      -
      (3,136,910 )

    Deposit for the acquisition of Cogmer
      -
      3,065,181

    Cash received from acquisition of acquisition companies
      -
      28,457

    Discontinued operations-Disposal of Zhuoda
      -
      -

    Discontinue operations-held for sale of Zhongshan, qiangsheng, Eurasia and Mingkang
      -
      -

    Purchase of property, plant, and equipment
      -
      (242,726 )

    Net cash used in investing activities from continuing operations
      (180,000 )
      (285,998 )

    Net cash used in
    investing activities from disontinued operations
      -
      (4,608,271 )

    Net cash used in investing activities
      (180,000 )
      (4,894,269 )

    CASH FLOWS FROM FINANCING ACTIVITIES:

    Issuance of common stocks
      5,000,000
      -

    Proceeds from short-term loan
      -
      (135,685 )

    Proceeds from long-term loan
      -
      151,995

    Repayment of short-term loans
      49,882
      -

    Repayment of long-term loans
      (486,442 )
      -

    Net proceeds from issuance of convertible promissory notes
      -
      6,500,000

    Amount financed from (to) related parties
      2,250,156
      361,573

    Net cash provided by financing activities from continuing operations
      6,813,596
      6,877,883

    Net cash provided
    by financing activities from discontinued operations
      -
      1,030,851

    Net cash provided by financing activities
      6,813,596
      7,908,734

    EFFECT OF EXCHANGE RATE ON CASH
      (335,790 )
      494,246

    INCREASE  IN CASH
      (2,272,795 )
      4,474,122

    CASH AND CASH EQUIVALENTS, beginning of period
      4,609,431
      135,309

    CASH AND CASH EQUIVALENTS, end of period
    $ 2,336,636
    $ 4,609,431

    SUPPLEMENTAL CASH FLOW INFORMATION:

    Cash paid for income tax
    $ 6,092
    $ 422,033

    Cash paid for interest expense, net of capitalized interest
    $ 113,413
    $ 147,676

    NON-CASH TRANSACTIONS

    Issuance of shares of common stock for the equity acquisition of Chongqing GuanzanTechnology Co., Ltd.
    $ -
    $ 3,818,000

    Issuance of shares of common stock for equity acquisition of Guoyitang Hospital
    $ -
    $ 3,820,000

    Issuance of shares of common stock for payment of improvements to offices
    $ -
    $ 696,896

    Goodwill recognized from equity acquisition of Guoyitang Hospital
    $ -
    $ 7,154,392

    Outstanding payment for equity acquisition of Guoyitang Hospital
    $ -
    $ 6,100,723

    Common stock to be issued upon conversion of convertible promissory notes
    $ 7,797,000
    $ 8,917,231

Note: The highlight parts have been modified.

Exhibit B

BIMI INTERNATIONAL MEDICAL, INC.
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME

(UNAUDITED)

    For the Years Ended December 31

    2022
    2021

    REVENUES
    $ 11,830,379
    $ 21,319,610

    COST OF REVENUES
      9,880,429
      18,893,667

    GROSS PROFIT
      1,949,950
      2,425,943

    OPERATING EXPENSES:

    Sales and marketing
      1,302,775
      2,153,205

    General and administrative
      10,599,818
      6,056,584

    Impairment loss of goodwill
      3,598,712
      9,077,464

    Total operating expenses
      15,501,305
      17,287,253

    LOSS FROM OPERATIONS
      (13,551,355 )
      (14,861,310 )

    OTHER INCOME (EXPENSE)

    Interest income
      707
      3,087

    Interest expense
      (170,480 )
      (190,829 )

    Exchange loss
      (6,583 )
      24,967

    Amortization of convertible notes
      (3,260,788 )
      (2,252,401 )

    Other expense
      (2,887,223 )
      (336,753 )

    Total other expense, net
      (6,324,367 )
      (2,751,929 )

    LOSS BEFORE INCOME TAXES
      (19,875,722 )
      (17,613,239 )

    PROVISION FOR INCOME TAXES
      6,092
      29,674

    NET LOSS FROM CONTINUING OPERATIONS
      (19,881,814 )
      (17,642,913 )

    DISCONTINUED OPERATIONS

    Loss from operations of discontinued operations-disposal
      -
      -

    Loss from operations of discontinued operations-held for sale
      (2,436,244 )
      (17,278,833 )

    NET LOSS
      (22,318,058 )
      (34,921,746 )

    Less: net income (loss) attributable to noncontrolling interest
      (75,203 )
      64,211

    NET LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICIAL INC.
      (22,242,855 )
      (34,985,957 )

    OTHER COMPREHENSIVE INCOME (LOSS)

    Foreign currency translation adjustment
      (475,541 )
      494,245

    TOTAL COMPREHENSIVE LOSS
      (22,793,599 )
      (34,427,501 )

    Less: comprehensive loss attributable to noncontrolling interest
      (55,088 )
      (130,292 )

    COMPREHENSIVE LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICIAL INC.
    $ (22,738,511 )
    $ (34,297,209 )

    WEIGHTED AVERAGE NUMBER OF COMMON SHARES

    Basic and diluted
      2,664,653
      536,293

    LOSS PER SHARE

    Continuing operation-Basic and diluted
      (7.47 )
      (32.90 )

    Discontinued operation-Basic and diluted
      (0.91 )
      (32.22 )

    Basic and diluted
      (8.38 )
      (65.12 )

Note: The highlight parts have been modified.

Exhibit C

BIMI INTERNATIONAL MEDICAL, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

    Common Stock
    Additional

 Paid-in
    Accumulated

 Other

 Comprehensive
    Statutory
    Non

 Controlling
    Accumulated
    Total

 Stockholders’

    Shares
    Amount
    Capital
    (Loss)/ Income
    Reserve
    Interest
    Deficit
    Equity

    Balance as of December 31, 2020
      265,092
      265
      26,357,909
      1,003,392
      2,263,857
      183,021
      (12,914,973 )
      16,893,471

    Issuance of common shares
      585,130
      585
      28,869,873

      28,870,458

    Net income/(loss)

      64,211
      (34,985,957 )
      (34,921,746 )

    Disposal of discontinued operations and subsidiaries-disposal

      -

      -
      -

    Discontinued operations and subsidiaries-held for sale

      -

      -
      -

    Foreign currency translation adjustment

      494,245

      494,245

    Balance as of December 31, 2021
      850,222
      850
      55,227,782
      1,497,637
      2,263,857
      247,232
      -47,900,930
      11,336,428

    Issuance of common shares
      2,914,558
      2,915
      16,671,489

      16,674,404

    Net income/(loss)

      (75,203 )
      (22,242,855 )
      (22,318,058 )

    Discontinued operations and subsidiaries -held for sale

      -

      -
      -

    Foreign currency translation adjustment

      (475,541 )

      -
      -
      (475,541 )

    Balance as of December 31, 2022
      3,764,780
      3,765
      71,899,271
      1,022,096
      2,263,857
      172,029
      -70,143,785
      5,217,233

Note: The highlight parts have been modified.