SEC Company Response from Mercurity Fintech Holding Inc. (MFH) (CIK 0001527762) (CD) — Sep 7, 2017
Mercurity Fintech Holding Inc. (MFH) (CIK 0001527762)
Date: Sept. 7, 2017 · CIK: 0001527762 · Accession: 0001144204-17-047036
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36896
Referenced dates: July 11, 2017
Letter
VIA EDGAR Office of Information Technologies and Services Division of Corporation Finance Re: JMU Limited (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2016 Filed May 26, 2017 File No. 001-36896
Dear Ms. Collins and Ms. Lindsey:
This letter sets forth the Company’s responses to the comments contained in the letter dated July 11, 2017 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding the Company’s Form 20-F for the fiscal year ended December 31, 2016 (the “2016 Form 20-F”). The Staff’s comments are repeated below and are followed by the Company’s responses thereto.
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 100
1. We note that you concluded your disclosure controls and procedures (DCP) were effective while also concluding that your internal control over financial reporting (ICFR) was not effective due to a material weakness related to the lack of accounting personnel with appropriate knowledge of U.S. GAAP. Please explain to us how you arrived at different conclusions in light of the existing material weakness. Your explanation should be comprehensive and address all of the components of the definition of disclosure controls and procedures. We refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission recognizes that there is substantial overlap between ICFR and DCPs. For example, DCPs often include those components of ICFR that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. Please include in your response an explanation as to how you determined that the material weaknesses in your ICFR were not one of the components of ICFR that is also included in disclosure controls and procedures.
In response to the Staff’s comments, the Company has revised its 2016 Form 20-F and filed an amendment at the same date of this letter.
* * *
If you have any additional questions or comments regarding this submission, please contact the Company’s U.S. counsel, Will H. Cai of Skadden, Arps, Slate, Meagher & Flom LLP, at (852) 3740-4891 or email at will.cai@skadden.com or Guohao Zhao, the audit engagement partner at Ernst & Young Hua Ming LLP, by phone at (86) 021 2228-3173 or via email at fabius.zhao@cn.ey.com. Ernst & Young Hua Ming LLP. Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/Frank Zhigang Zhao
Show Raw Text
CORRESP
1
filename1.htm
JMU Limited
No. 75, Building
A8, 6F, North Guoquan Road 1688 Long
Yangpu District,
Shanghai 200438
People’s
Republic of China
September
7, 2017
VIA EDGAR
Ms. Kathleen
Collins, Accounting Branch Chief
Ms. Rebekah
Lindsey, Staff Accountant
Office
of Information Technologies and Services
Division
of Corporation Finance
U.S. Securities
and Exchange Commission
100 F Street,
NE
Washington,
D.C. 20549
Re: JMU Limited (the “Company”)
Form
20-F for the Fiscal Year Ended December 31, 2016
Filed
May 26, 2017
File
No. 001-36896
Dear Ms. Collins
and Ms. Lindsey:
This
letter sets forth the Company’s responses to the comments contained in the letter dated July 11, 2017 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2016 (the “2016 Form 20-F”). The Staff’s comments are repeated below and are followed
by the Company’s responses thereto.
Item 15.
Controls and Procedures
Evaluation
of Disclosure Controls and Procedures, page 100
1. We
note that you concluded your disclosure controls and procedures (DCP) were effective while also concluding that your internal control
over financial reporting (ICFR) was not effective due to a material weakness related to the lack of accounting personnel with appropriate
knowledge of U.S. GAAP. Please explain to us how you arrived at different conclusions in light of the existing material weakness.
Your explanation should be comprehensive and address all of the components of the definition of disclosure controls and procedures.
We refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission recognizes that there is substantial overlap
between ICFR and DCPs. For example, DCPs often include those components of ICFR that provide reasonable assurances that transactions
are recorded as necessary to permit preparation of financial statements in accordance with GAAP. Please include in your response
an explanation as to how you determined that the material weaknesses in your ICFR were not one of the components of ICFR that is
also included in disclosure controls and procedures.
1
In
response to the Staff’s comments, the Company has revised its 2016 Form 20-F and filed an amendment at the same date of this
letter.
* * *
2
If
you have any additional questions or comments regarding this submission, please contact the Company’s U.S. counsel, Will
H. Cai of Skadden, Arps, Slate, Meagher & Flom LLP, at (852) 3740-4891 or email at will.cai@skadden.com or Guohao Zhao, the
audit engagement partner at Ernst & Young Hua Ming LLP, by phone at (86) 021 2228-3173 or via email at fabius.zhao@cn.ey.com.
Ernst & Young Hua Ming LLP. Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/Frank Zhigang Zhao
Frank Zhigang Zhao
Chief Financial Officer
cc: Xiaoxia Zhu, Co-chairperson of the Board and Chief Executive Officer of JMU Limited
Will
H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Guohao
Zhao, Partner, Ernst & Young Hua Ming LLP
3