SEC Comment Letter for Yueda Digital Holding (YDKG) (CIK 0001413745) (YDKG) — Nov 27, 2012
Yueda Digital Holding (YDKG) (CIK 0001413745)
Date: Nov. 27, 2012 · CIK: 0001413745 · Accession: 0000000000-12-064107
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33765
Referenced dates: October 11, 2012
Letter
November 27 , 2012 Via E -mail Herman Man Guo Chairman and CEO AirMedia Group Inc. No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China
Re: AirMedia Group Inc. Form 20-F for Fiscal Year Ended December 31, 2011 Filed April 30, 2012 Response dated November 9, 2012 File No. 001-33765
Dear Mr. Guo :
We have reviewed your filing an d have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments. Form 20 -F for the year ended December 31, 2011 Risk Factors, page 7
1. Please expand the proposed disclosure for the Risk Factor in response to comment two from our letter dated October 11, 2012 to include the percentage ownership in the registrant and the VIEs of the officers and directors that are also shareholders in the VIEs.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made.
Herman Man Guo AirMedia Group Inc. November 27 , 2012 Page 2
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
You may contact Claire DeLabar, Staff Accountant , at 202-551-3349 or Terry French, Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp, Attorney -Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any other questions.
Sincerely,
/s/ Celeste M. Murphy for
Show Raw Text
November 27 , 2012 Via E -mail Herman Man Guo Chairman and CEO AirMedia Group Inc. No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China Re: AirMedia Group Inc. Form 20-F for Fiscal Year Ended December 31, 2011 Filed April 30, 2012 Response dated November 9, 2012 File No. 001-33765 Dear Mr. Guo : We have reviewed your filing an d have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment appl ies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment, we may have additional comments. Form 20 -F for the year ended December 31, 2011 Risk Factors, page 7 1. Please expand the proposed disclosure for the Risk Factor in response to comment two from our letter dated October 11, 2012 to include the percentage ownership in the registrant and the VIEs of the officers and directors that are also shareholders in the VIEs. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. Herman Man Guo AirMedia Group Inc. November 27 , 2012 Page 2 In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States. You may contact Claire DeLabar, Staff Accountant , at 202-551-3349 or Terry French, Accountant Branch Chief, at 202-551-3828 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp, Attorney -Advisor, at 202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any other questions. Sincerely, /s/ Celeste M. Murphy for Larry Spirgel Assistant Director cc: Via E -mail Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP