SEC Comment Letter for ZK International Group Co., Ltd. (ZKIN) (CIK 0001687451) (ZKIN) — Jun 15, 2017
ZK International Group Co., Ltd. (ZKIN) (CIK 0001687451)
Date: June 15, 2017 · CIK: 0001687451 · Accession: 0000000000-17-020959
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 June 14, 2017 Via E-Mail Mr. Huang Jiancong Chief Executive Officer ZK International Group Co., Ltd. c/o Zhejiang Zhengkang Industrial Co., Ltd. No. 678 Dingxiang Road, Binhai Industrial Park Economic & Technology Development Zone Wenzhou, Zhejiang Province People’s Republic of China 325025
Re: ZK International Group Co., Ltd. Pre-effective Amendment 1 to Registration Statement on Form F -1 Filed June 12 , 2017 File No. 333 -218198
Dear Mr. Huang :
We have reviewed your amended registration statement and have the following comments. In some of our comments we may ask you to provide us information so that we may better understand your disclosure.
Please respond to th is letter by amending your registration statement and providing the requested information. If you do not believe that our comments apply 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 registration statement and the information you provide in response to these comments, we may have additional comments.
Prospectus’ Outside Front Cover Page
1. Refer to your response to comment 1 in our June 1, 2017. Rev ise the disclosure on the prospectus’ outside front cover page to state that all funds will be returned promptly to investors within five business days if you do not sell at least 1,000,000 ordinary shares by September 30, 2017. We note the disclosure und er “Underwriting” on page 85.
Mr. Huang Jiancong ZK International Group Co., Ltd. June 1 4, 2017 Page 2
Board Committees, page 65
2. Refer to your response to comment 4 in our June 1, 2017 letter. Identify the chairs of the compensation and governance committees.
Governance Committee, page 66
3. Refer to your response to comment 5 in our June 1, 2017 letter. Based on your supplemental response, we believe you mean to refer to the Governance Committee’s review of “red flags” or issues…” Please revise your disclosure as appropriate.
Director Compensation, page 67
4. Disclosure in this section continues to refer to a class of directors. Please revise, consistent with your response to comment 3.
You may contact SiSi Cheng , Staff Accountant, at (202) 551 -5004 or Kevin W. Stertzel , Staff Accountant , at (202) 551 -3723 if you have questions about comments on the financial statements and related matters. You may contact Edward M. Kelly, Special Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any other questions .
Very truly yours ,
/s/ Pamela A. Long
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
Mail Stop 4631
June 14, 2017
Via E-Mail
Mr. Huang Jiancong
Chief Executive Officer
ZK International Group Co., Ltd.
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Re: ZK International Group Co., Ltd.
Pre-effective Amendment 1 to Registration Statement on Form F -1
Filed June 12 , 2017
File No. 333 -218198
Dear Mr. Huang :
We have reviewed your amended registration statement and have the following
comments. In some of our comments we may ask you to provide us information so that
we may better understand your disclosure.
Please respond to th is letter by amending your registration statement and
providing the requested information. If you do not believe that our comments apply 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 registration statement and the
information you provide in response to these comments, we may have additional
comments.
Prospectus’ Outside Front Cover Page
1. Refer to your response to comment 1 in our June 1, 2017. Rev ise the disclosure on
the prospectus’ outside front cover page to state that all funds will be returned
promptly to investors within five business days if you do not sell at least 1,000,000
ordinary shares by September 30, 2017. We note the disclosure und er
“Underwriting” on page 85.
Mr. Huang Jiancong
ZK International Group Co., Ltd.
June 1 4, 2017
Page 2
Board Committees, page 65
2. Refer to your response to comment 4 in our June 1, 2017 letter. Identify the chairs of
the compensation and governance committees.
Governance Committee, page 66
3. Refer to your response to comment 5 in our June 1, 2017 letter. Based on your
supplemental response, we believe you mean to refer to the Governance Committee’s
review of “red flags” or issues…” Please revise your disclosure as appropriate.
Director Compensation, page 67
4. Disclosure in this section continues to refer to a class of directors. Please revise,
consistent with your response to comment 3.
You may contact SiSi Cheng , Staff Accountant, at (202) 551 -5004 or Kevin W.
Stertzel , Staff Accountant , at (202) 551 -3723 if you have questions about comments on
the financial statements and related matters. You may contact Edward M. Kelly, Special
Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any other questions .
Very truly yours ,
/s/ Pamela A. Long
Pamela A. Long
Assistant Director
Office of Manufacturing and Construction
cc: Via E -mail
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
501 Madison Avenue, 14th Floor
New York, NY 10022