SEC Comment Letter 0000000000-23-009417 to JRSIS HEALTH CARE Corp (JRSS) (CIK 0001597892) (JRSS)
JRSIS HEALTH CARE Corp (JRSS) (CIK 0001597892)
Date: Aug. 28, 2023 · CIK: 0001597892 · Accession: 0000000000-23-009417
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File numbers found in text: 001-36758
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United States securities and exchange commission logo
August 28, 2023
Zhuowei Zhong
President & Chairman of the Board
JRSIS HEALTH CARE Corp
3/F Building A , De Run Yuan
No. 19 Chang Yi Road , Chang Ming Shui
Wu Gui Shan , Zhong Shan City 528458
Re:JRSIS HEALTH CARE Corp
Form 10-K for Fiscal Year Ended December 31, 2022
Filed April 17, 2023
Form 10-K/A for Fiscal Year Ended December 31, 2022
Filed July 26, 2023
Response dated July 26, 2023
File No. 001-36758
Dear Zhuowei Zhong:
We have reviewed your July 26, 2023 response to our comment letter 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. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 12, 2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 19
1.We note your statement that you reviewed your material contracts and public filings 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.
FirstName LastNameZhuowei Zhong
Comapany NameJRSIS HEALTH CARE Corp
August 28, 2023 Page 2
FirstName LastName
Zhuowei Zhong
JRSIS HEALTH CARE Corp
August 28, 2023
Page 2
Amendment No.1 to Form 10-K for the Fiscal Year Ended December 31, 2022
Part I
Item 1. Business
Intra-Company Transfer of Funds, page 7
2.We note your response to comment 5 and reissue the comment in part. Please revise your
disclosure here to also clearly describe how cash will be transferred through your
organization for any future transfers of funds, dividends or distributions that may be made
with reference to your specific cash management policies.
PRC Laws and Regulations Requiring Laidian to Secure Government Approval , page 9
3.We note your revised disclosure here that “[w]ith regard to PRC regulation of the
involvement of offshore entities and investors with Chinese companies, [you] have
consulted Chinese legal counsel and received their opinions and assurances.” We also note
your disclosure on page 10 that if you offer securities to the public in the future “Laidian
will be required to comply with the permission requirements of the China Securities
Regulatory Commission (the “CSRC”) and the Cyberspace Administration of China (the
“CAC”) in order for JRSIS to sell securities in the U.S. or elsewhere.” Please revise your
disclosure here and elsewhere throughout the annual report where you discuss whether
you may be subject to the permission requirements of the CSRC and the CAC, such as on
pages 13-15, to clarify whether you have consulted with Chinese legal counsel and
received their opinions and assurances specifically with respect to these permission
requirements.
You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters. Contact
Christopher Dunham at 202-551-3783 if you have any questions about comments related to your
status as a Commission-Identified Issuer during your most recently completed fiscal year. Please
contact Jessica Ansart at 202-551-4511 or Abby Adams at 202-551-6902 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Robert Brantl