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SEC Comment Letter for Zeta Network Group (ZNB) (CIK 0001747661) (ZNB) — Aug 21, 2018

Zeta Network Group (ZNB) (CIK 0001747661)
Date: Aug. 21, 2018 · CIK: 0001747661 · Accession: 0000000000-18-025859

AI Filing Summary & Sentiment

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Document Type
Confidence
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Reasoning

File numbers found in text: 333-226308

Date
August 20, 2018
Author
Not clearly detected
Form
UPLOAD
Company
Zeta Network Group (ZNB) (CIK 0001747661)

Letter

August 20, 2018 Xianfu Han Chief Executive Officer China Advanced Construction Materials Group, Inc./Cayman 9 North West Fourth Ring Road Yingu Mansion Suite 1708 Haidian District Beijing People’s Republic of China Re:China Advanced Construction Materials Group, Inc./Cayman Registration Statement on Form Filed July 24, 2018 File No. 333-226308 Dear Mr. Han: We have reviewed your 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. Registration Statement on Form F-4 filed July 24, 2018 Director Compensation, page 26 1.Provide the information specified in paragraph (r)(2) of Item 402 of Regulation S-K concerning the compensation of the directors for your last completed fiscal year, that is, 2018. See Item 11 of Schedule 14A. Summary Executive Compensation Table, page 27 2.Provide the information specified in paragraph (n)(2) of Item 402 of Regulation S-K

FirstName LastNameXianfu Han Comapany NameChina Advanced Construction Materials Group, Inc./Cayman August 20, 2018 Page 2 FirstName LastNameXianfu Han China Advanced Construction Materials Group, Inc./Cayman August 20, 2018 Page 2 concerning the compensation of the named executive officers for your last two completed fiscal years, that is, 2018 and 2017. See Item 11 of Schedule 14A. Transactions with Related Party, page 30 3.Please disclose the material terms of your agreement with Beijing Lianlv Technical Group Ltd. and file the agreement as an exhibit to your registration statement. See Item 601(b)(10) of Regulation S-K. Where You Can Find Additional Information, page 53 4.Under a separate caption, incorporate by reference your latest annual report on Form 10-K and the other reports specified by Item 11(a)(2) of Form F-4. Additionally, provide the disclosure specified by Item 11(b) of Form F-4. Signatures, page II-3 5.The registration statement must be signed also by your principal accounting officer or controller. Further, any person who occupies more than one of the specified offices, for example, principal financial officer and principal accounting officer or controller, must indicate each capacity in which he signs the registration statement. See Instructions 1 and 2 for signatures on Form F-4, and revise. General 6.To the extent that our comments on the Form F-4 are applicable to the preliminary proxy statement, please make conforming changes. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Kevin Stertzel (Staff Accountant) at (202)-551-3723 or John Cash (Accounting Branch Chief) at (202)-551-3768 if you have questions regarding comments on the financial statements and related matters. Please contact Edward Kelly (Staff Attorney) at 202-551-3728 or Asia Timmons-Pierce (Special Counsel) at (202)-551-3754 with any other questions. Sincerely,

FirstName LastNameXianfu Han Comapany NameChina Advanced Construction Materials Group, Inc./Cayman August 20, 2018 Page 3 FirstName LastName Xianfu Han China Advanced Construction Materials Group, Inc./Cayman August 20, 2018 Page 3 Division of Corporation Finance Office of Manufacturing and Construction

Show Raw Text
August 20, 2018
Xianfu Han
Chief Executive Officer
China Advanced Construction Materials Group, Inc./Cayman
9 North West Fourth Ring Road
Yingu Mansion Suite 1708
Haidian District Beijing
People’s Republic of China
Re:China Advanced Construction Materials Group, Inc./Cayman
Registration Statement on Form
Filed July 24, 2018
File No. 333-226308
Dear Mr. Han:
            We have reviewed your 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.
Registration Statement on Form F-4 filed July 24, 2018
Director Compensation, page 26
1.Provide the information specified in paragraph (r)(2) of Item 402 of Regulation S-K
concerning the compensation of the directors for your last completed fiscal year, that
is, 2018.  See Item 11 of Schedule 14A.
Summary Executive Compensation Table, page 27
2.Provide the information specified in paragraph (n)(2) of Item 402 of Regulation S-K

 FirstName LastNameXianfu  Han
 Comapany NameChina Advanced Construction Materials Group, Inc./Cayman
 August 20, 2018 Page 2
 FirstName LastNameXianfu  Han
China Advanced Construction Materials Group, Inc./Cayman
August 20, 2018
Page 2
concerning the compensation of the named executive officers for your last two completed
fiscal years, that is, 2018 and 2017.  See Item 11 of Schedule 14A.
Transactions with Related Party, page 30
3.Please disclose the material terms of your agreement with  Beijing Lianlv Technical
Group Ltd. and file the agreement as an exhibit to your registration statement.  See Item
601(b)(10) of Regulation S-K.
Where You Can Find Additional Information, page 53
4.Under a separate caption, incorporate by reference your latest annual report on Form 10-K
and the other reports specified by Item 11(a)(2) of Form F-4.  Additionally, provide the
disclosure specified by Item 11(b) of Form F-4.
Signatures, page II-3
5.The registration statement must be signed also by your principal accounting officer or
controller.  Further, any person who occupies more than one of the specified offices, for
example, principal financial officer and principal accounting officer or controller, must
indicate each capacity in which he signs the registration statement.   See Instructions 1 and
2 for signatures on Form F-4, and revise.
General
6.To the extent that our comments on the Form F-4 are applicable to the preliminary proxy
statement, please make conforming changes.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kevin Stertzel (Staff Accountant) at (202)-551-3723 or John
Cash (Accounting Branch Chief) at (202)-551-3768 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edward Kelly (Staff Attorney) at
202-551-3728 or Asia Timmons-Pierce (Special Counsel) at (202)-551-3754 with any other
questions.
Sincerely,

 FirstName LastNameXianfu  Han
 Comapany NameChina Advanced Construction Materials Group, Inc./Cayman
 August 20, 2018 Page 3
 FirstName LastName
Xianfu  Han
China Advanced Construction Materials Group, Inc./Cayman
August 20, 2018
Page 3
Division of Corporation Finance
Office of Manufacturing and
Construction