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   Filed by e3 Filing, Computershare 1-800-973-3274 - Silvercorp Metals Inc. - Correspondence

DELIVERED VIA EDGAR

December 12, 2023

Division of Corporation Finance
 Office of Energy & Transportation
 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Lily Dang and Yong Kim

   RE:

   Responses to the Securities and Exchange Commission Staff Comment dated November 21, 2023 regarding Silvercorps Metals, Inc.

   Form 40-F for the Fiscal Year Ended March 31, 2023

   Filed June 1, 2023

   File No. 001-34184

Dear Sirs and Madams:

This letter is submitted on behalf of Silvercorp Metals Inc. (the “Company” or “we”) in response to the  comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated November 21, 2023 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 40-F for the year ended March 31, 2023, which was filed on June 1, 2023 (the “2023 Form 40-F”).

The text of the Comment Letter has been reproduced in italics in this letter followed by our response.

Form 40-F for the Fiscal Year ended March 31, 2023

    1.
    Given that you have material mining operations in the People’s Republic of China, we believe that you should provide specific and prominent disclosures regarding the legal and operational risks associated with your operations, consistent with the guidance in our Sample Letter to China-Based Companies issued on December 20, 2021, and our Sample Letter to Companies Regarding China-Specific Disclosures issued on July 17, 2023.

The letters referenced above are available on our website at the following locations -

• https://www.sec.gov/corpfin/sample-letter-china-based-companies

• https://www.sec.gov/corpfin/sample-letter-companies-regarding-china-specific-disclosures

Please confirm that you will provide disclosures that are responsive to all applicable guidance within such letters in your future periodic reports.

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.

Company Response: The Company acknowledges the Staff comments, and we confirm that we have reviewed the Sample Letter to China-Based Companies issued on December 20, 2021, and the Sample Letter to Companies Regarding China-Specific Disclosures issued on July 17, 2023 (the “Sample Letters”).

The Company is a foreign private issuer eligible for the multijurisdictional disclosure system (“MJDS”) adopted by the United States and therefore has elected to satisfy its U.S. reporting obligations by filing its annual report on Form 40-F. The Company prepared its Annual Information Form (“AIF”), which was filed as Exhibit 99.1 to the 2023 Form 40-F (the “2023 AIF”), pursuant to the requirements of the Canadian securities regulatory authorities. The Company respectfully notes that, under the MJDS, the Company prepares its disclosure regarding its operations pursuant to the requirements of Canadian securities laws. Accordingly, the Company wishes to note that its disclosure regarding its operations in the People’s Republic of China (“China”) has been prepared pursuant to the requirements of the Canadian regulatory authorities.

The Company has not been identified as an issuer who files annual reports issued by independent registered public accounting firms located in foreign jurisdictions that the Public Company Accounting Oversight Board (United States) (“PCAOB”) is unable to inspect or investigate completely because of a position taken by a non-U.S. authority in the accounting firm’s jurisdiction (a “Commission-Identified Issuer”). The PCAOB has also removed China from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. The requirements related to Commission-Identified Issuers in the Sample Letters are not applicable to us.

The Company’s operations in China are conducted through legal entities incorporated in China that the Company controls, but not through contractual agreements with a variable interest entity (“VIE”). As a result, comments related to the VIE in the Sample Letters are also not applicable to us.

With respect to the comments in the Sample Letters related to the legal and operational risks related to doing business in China, the Company proposes the following enhancements in its AIF and Form 40-F for the year ending  March 31, 2024 (the “2024 Annual Filings”) to include prominent disclosure about the legal and operational risks associated with the Company’s business operations in China to the extent material. Set forth below for the Staff’s consideration are the Company’s proposed enhancements to be made in the 2024 Annual Filings:

    1.
    The Company’s proposes the following enhancements to the description of its corporate structure to be made in the 2024 Annual Filings. For the Staff’s convenience, the proposed new text is underlined below and strikethrough has been used to denote where text has been moved or deleted:

ITEM 2	CORPORATE STRUCTURE

    2.1
    Names, Addresses and Incorporation

Silvercorp is a corporation incorporated under the laws of British Columbia, Canada, with its head office, principal address and registered and records office of the Company located at 1750 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1.  The Company’s shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the NYSE American, LLC (“NYSE American”), both under the symbol “SVM”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.

Silvercorp was formed as Spokane Resources Ltd. pursuant to an amalgamation of Julia Resources Corporation and MacNeill International Industries Inc. under the Company Act (British Columbia) on October 31, 1991. By a special resolution dated October 5, 2000, Spokane Resources Ltd. consolidated its share capital on a ten for one basis and altered its Memorandum and Articles of Incorporation by changing its name to “SKN Resources Ltd.” At the Company’s Annual and Special General Meeting held on October 20, 2004, the shareholders approved an increase to the Company’s authorized capital to an unlimited

number of common shares (each, a “Common Share”) and adopted new Articles consistent with the transition to the Business Corporations Act (British Columbia) and passed a special resolution to change the Company’s name. On May 2, 2005, the Company filed a Notice of Alteration with the British Columbia Registrar of Companies changing its name from “SKN Resources Ltd.” to “Silvercorp Metals Inc.”. At the Company’s Annual and Special General Meeting held on September 28, 2007, shareholders approved a three-for-one share split for its common shares. The stock split was set at the close of business on October 31, 2007. The head office, principal address and registered and records office of the Company is located at 1750 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1The Company’s shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the NYSE American, LLC (“NYSE American”), both under the symbol “SVM”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.

The Company’s operations in China are conducted through legal entities incorporated in China, over which the Company has control through holding majority equity interest and voting power. With respect to remitting funds outside of China to Silvercorp or its shareholders from these entities, it is prescribed in the Foreign Investment Law of China that foreign investors may, in accordance with laws, freely remit into or out of China, in Renminbi or any other foreign currency, their capital contributions, profits, capital gains, income from asset disposal, intellectual property royalties, lawfully acquired compensation, indemnity or liquidation income in China.

See “Item 4 General Description of Business, 4.2 Chinese Mining Law “ITEM 2 - 2.2 Intercorporate Relationships” and “ITEM 4 - 4.4 Risk Factors” for more details”.

    2.
    The Company proposes the following enhancements to the Company’s Risk Factors to be incorporated in the Company’s 2024 Annual Filings with respect to its risks relating to its China Operations and Doing Business in China, which include the original disclosure risks factors already disclosed under section 4.4 Risk Factors of the 2023 AIF. In its 2024 Annual Filings, the Company proposes to group all risks relating to its China Operations and Doing Business in China together. For ease of reference, we have reproduced all of the risk factors from the 2023 AIF and 2023 Form 40-F relating to our China operations and doing business in China. For the Staff’s convenience, the proposed new text is underlined below.

    4.4
    Names, Addresses and Incorporation

Risks Relating to Our China Operations and Doing Business in China

Our activities in China are subject to additional political, economic and other uncertainties not necessarily present for activities taking place in other jurisdictions [NOTE: originally disclosed in 2023 AIF and 2023 Form 40-F under 4.4 - Risk Factors.]

All of the Company’s material mining operations are located in China. These operations are subject to the risks normally associated with conducting business in China, which has different regulatory and legal standards than North America. Some of these risks are more prevalent in countries which are less developed or have emerging economies, including uncertain political and economic environments, as well as risks of civil disturbances or other risks which may limit or disrupt a project, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation, risk of adverse changes in laws or policies, increases in foreign taxation or royalty

obligations, license fees, permit fees, delays in obtaining or the inability to obtain necessary governmental permits, limitations on ownership and repatriation of earnings, and foreign exchange controls and currency devaluations, all of which could adversely affect the Company’s business and financial condition.

In addition, the Company may face import and export regulations, including export restrictions, disadvantages of competing against companies from countries that are not subject to similar laws, restrictions on the ability to pay dividends offshore, and risk of loss due to disease and other potential endemic health issues. Although the Company is not currently experiencing any significant or extraordinary problems in China arising from such risks, there can be no assurance that such problems will not arise in the future. The Company currently does not carry political risk insurance coverage.

The Company’s interests in its mineral properties are held through legal entities incorporated joint venture companies established under and governed by the laws of China. The non-controlling interest partners Company’s joint venture partners in China include state - sector entities and, like other state-sector entities, their actions and priorities may be dictated by government policies instead of purely commercial considerations, which could adversely affect the Company’s business and results of operations. Additionally, companies with a foreign ownership component operating in China may be required to work within a framework which maybe is different from that imposed on domestic Chinese companies, such as the “National Security Review” introduced by China in 2021 for any new mineral project to be developed by a company with more than 25% foreign investment in share holdings. The Chinese government currently allows foreign investment in certain mining projects under central government guidelines. There can be no assurance that these guidelines will not change in the future. Any further such changes may constrain the Company’s future expansion plans and adversely affect its profitability. See Item 4.3 Laws and Regulations Related to Mining and Foreign Investment in China above.

The regulatory environment in China may materially affect our results of operations and financial results. [NOTE: originally disclosed in 2023 AIF and 2023 Form 40-F under 4.4 - Risk Factors]

The Company’s principal operations are located in China and are subject to a range of Chinese PRC laws, regulations, policies, standards and requirements in relation to, among other things, mine exploration, development, production, taxation, labour standards, occupational health and safety, waste treatment and environmental protection, and operation management. Any changes to these laws, regulations, policies, standards and requirements or to the interpretation or enforcement thereof may increase the Company’s operating costs and thus adversely affect the Company’s results of operations.

The laws of China differ significantly from those of Canada and all such laws are subject to change. Mining is subject to potential risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production.

Failure to comply with applicable laws and regulations may result in enforcement actions and may also include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and regulations.

China’s legislation is undergoing a relatively fast transformation with some old laws superseded by newly enacted laws. New laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations could create risks or uncertainty for investors in mineral projects or have a material adverse impact on future cash flow, results of operations and the financial condition of the Company.

In December 2021, Cyberspace Administration of China (“CAC”) announced the adoption of the Cybersecurity Review Measures, which became effective on February 15, 2022 and pursuant to which network platform operators possessing personal information of more than one million individual user must undergo a cybersecurity review by the CAC when they seek a listing on a foreign exchange. The Cybersecurity Review Measures provide that critical information infrastructure operators purchasing network products and services and network platform operators carrying out data processing activities, which affect or may affect national security, shall apply for cybersecurity review to the applicable local cyberspace administration in accordance with the provisions thereunder. The Company and its subsidiaries in China do not carry out business in China through any self-owned network platform or hold personal information, and the Company currently is not subject to the cybersecurity review. However, it is uncertain if the Company will be required to apply for the cybersecurity review in the future. If the review is required, it is uncertain if the Company can fully or timely comply with the Cybersecurity Review Measures and related regulations. Non-compliance could materially and adversely affect our business, financial condition, and results of operations.

In February 2023, Chinese Security Regulatory Commission (“CSRC”) issued the Trial Administrative Measures of Overseas Securities Offerin