SEC Comment Letter 0000000000-22-013865 to CNFinance Holdings Ltd. (CNF) (CIK 0001733868) (CNF)
CNFinance Holdings Ltd. (CNF) (CIK 0001733868)
Date: Dec. 23, 2022 · CIK: 0001733868 · Accession: 0000000000-22-013865
AI Filing Summary & Sentiment
File numbers found in text: 333-259304
Letter
United States securities and exchange commission logo December 23, 2022 Bin Zhai Chief Executive Officer CNFinance Holdings Ltd. 44/F, Tower G, No. 16 Zhujiang Dong Road Tianhe District, Guangzhou City Guangdong Province 510620 People’s Republic of China Re:CNFinance Holdings Ltd. Amendment No. 3 to Registration Statement on Form F-3 Filed December 2, 2022 File No. 333-259304 Dear Bin Zhai: We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe 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. Unless we note otherwise, our references to prior comments are to comments in our February 4, 2022 letter. Amendment No. 3 to Form F-3 filed December 2, 2022 About this Prospectus, page ii 1.Please revise your definition of “China or the PRC” to include Hong Kong and Macau and to clarify that the “legal and operational” risks associated with operating in China also apply to your operations in Hong Kong. The definition may clarify that the only time that “China or the PRC” does not include Hong Kong or Macau is when you are referencing specific laws and regulations adopted by the PRC. If it does, please revise your disclosure to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any risks and consequences to the company associated with those laws and regulations. As
FirstName LastNameBin Zhai Comapany NameCNFinance Holdings Ltd. December 23, 2022 Page 2 FirstName LastName Bin Zhai CNFinance Holdings Ltd. December 23, 2022 Page 2 one example, your enforceability of civil liabilities discussion should discuss the enforceability of civil liabilities in Hong Kong. You may contact John Stickel at 202-551-3324 or Tonya Aldave at 202-551-3601 if you have any questions. Sincerely, Division of Corporation Finance Office of Finance cc: James C. Lin, Esq.
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United States securities and exchange commission logo
December 23, 2022
Bin Zhai
Chief Executive Officer
CNFinance Holdings Ltd.
44/F, Tower G, No. 16 Zhujiang Dong Road
Tianhe District, Guangzhou City
Guangdong Province 510620
People’s Republic of China
Re:CNFinance Holdings Ltd.
Amendment No. 3 to Registration Statement on Form F-3
Filed December 2, 2022
File No. 333-259304
Dear Bin Zhai:
We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe 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. Unless we note
otherwise, our references to prior comments are to comments in our February 4, 2022 letter.
Amendment No. 3 to Form F-3 filed December 2, 2022
About this Prospectus, page ii
1.Please revise your definition of “China or the PRC” to include Hong Kong and Macau and
to clarify that the “legal and operational” risks associated with operating in China also
apply to your operations in Hong Kong. The definition may clarify that the only time that
“China or the PRC” does not include Hong Kong or Macau is when you are referencing
specific laws and regulations adopted by the PRC. If it does, please revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any
risks and consequences to the company associated with those laws and regulations. As
FirstName LastNameBin Zhai
Comapany NameCNFinance Holdings Ltd.
December 23, 2022 Page 2
FirstName LastName
Bin Zhai
CNFinance Holdings Ltd.
December 23, 2022
Page 2
one example, your enforceability of civil liabilities discussion should discuss the
enforceability of civil liabilities in Hong Kong.
You may contact John Stickel at 202-551-3324 or Tonya Aldave at 202-551-3601 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: James C. Lin, Esq.