SEC Comment Letter 0000000000-23-008465 to WEIBO Corp (WB) (CIK 0001595761) (WB)
WEIBO Corp (WB) (CIK 0001595761)
Date: Aug. 4, 2023 · CIK: 0001595761 · Accession: 0000000000-23-008465
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36397
Letter
United States securities and exchange commission logo August 4, 2023 Fei Cao Chief Financial Officer Weibo Corporation 8/F, QIHAO Plaza, No. 8 Xinyuan S. Road, Chaoyang District Beijing 100027, People’s Republic of China Re:Weibo Corporation Form 20-F for Fiscal Year Ended December 31, 2022 File No. 001-36397 Dear Fei Cao: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for Fiscal Year Ended December 31, 2022 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 180 1.We note your statement that you reviewed your register of members and public EDGAR filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party
FirstName LastNameFei Cao Comapany NameWeibo Corporation August 4, 2023 Page 2 FirstName LastName Fei Cao Weibo Corporation August 4, 2023 Page 2 certifications such as affidavits as the basis for your disclosure. 3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. •With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. Alternatively, please provide this information in your supplemental response. •With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 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. Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at 202-551-3377 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Yuting Wu
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United States securities and exchange commission logo
August 4, 2023
Fei Cao
Chief Financial Officer
Weibo Corporation
8/F, QIHAO Plaza, No. 8 Xinyuan S. Road, Chaoyang District
Beijing 100027, People’s Republic of China
Re:Weibo Corporation
Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-36397
Dear Fei Cao:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 180
1.We note your statement that you reviewed your register of members and public EDGAR
filings made by your shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
FirstName LastNameFei Cao
Comapany NameWeibo Corporation
August 4, 2023 Page 2
FirstName LastName
Fei Cao
Weibo Corporation
August 4, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities. Alternatively, please
provide this information in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
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.
Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at 202-551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Yuting Wu