SEC Company Response from Aesthetic Medical International Holdings Group Ltd (PAIYY) (CIK 0001757143) (PAIYY) — Oct 15, 2019
Aesthetic Medical International Holdings Group Ltd (PAIYY) (CIK 0001757143)
Date: Oct. 15, 2019 · CIK: 0001757143 · Accession: 0001104659-19-054071
AI Filing Summary & Sentiment
File numbers found in text: 333-234022
Referenced dates: October 7, 2019
Letter
Division of Corporation Finance Office of Telecommunications Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Dear Mr. Eastman, Mr. Littlepage, Mr. Shainess and Ms. Murphy,
Re: Aesthetic Medical International Holdings Group Limited
Responses to the Staff’s Comments on the Registration Statement on Form F-1
Filed on September 30, 2019
File No. 333-234022
On behalf of our client, Aesthetic Medical International Holdings Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated October 7, 2019 on the Company’s Registration Statement on Form F-1 filed on September 30, 2019 (the “Registration Statement”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Concurrently with the submission of this letter, the Company is submitting herewith an amendment to the Registration Statement (the “Amendment No. 1”) and certain exhibits to the Registration Statement via EDGAR to the Commission for the Staff’s review pursuant to the Jumpstart Our Business Startups Act of 2012. In the Amendment No. 1, the Company has updated the Registration Statement and included, among others, the estimated price range of the securities to be offered, the offering size, and additional disclosures in relation to the Company’s recent developments.
To facilitate the Staff’s review, we have separately delivered to the Staff five courtesy copies of the Amendment No. 1, marked to show changes to the Registration Statement.
The Company plans to commence the marketing activities in connection with the offering on October 16, 2019. The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about October 24, 2019, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.
Century City · Los Angeles · Newport Beach · New York · San Francisco · Silicon Valley · Washington, DC
Beijing · Brussels · Hong Kong · London · Seoul · Shanghai · Singapore · Tokyo
Registration Statement on Form F-1
Capitalization, page 62
1. Please revise the pro forma presentation of your capitalization to also give effect to the exchange of the exchangeable notes into Series B preferred shares and the automatic re-designation of these shares as ordinary shares.
The Company respectfully noted the Staff’s comment and revised page 63 of the Registration Statement in response.
Financial Statements
Unaudited Interim Condensed Consolidated Balance Sheet, page F-91
2. We note the subsequent event disclosed on page F-119 and the disclosure within your capitalization disclosure on page 62. Please revise the pro forma balance sheet information to also give effect to the exchange of the exchangeable notes into Series B preferred shares, and the automatic re-designation of these shares as ordinary shares immediately prior to the completion of the offering.
The Company respectfully noted the Staff’s comment and revised pages F-4, F-29, F-40, F-91 and F-103 of the Registration Statement in response.
* * *
If you have any questions, please contact the undersigned by telephone at +86 10 6563 4261 or via e-mail at kgeng@omm.com, Ye Sun, by telephone at +86 10 6563 4256 or via email at ysun@omm.com, or Ricky Shin, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +852 2289 1356 or via email at ricky.w.shin@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Ke Geng
Show Raw Text
CORRESP 1 filename1.htm O’Melveny & Myers LLP Yin Tai Centre, Office Tower 37th Floor omm.com No. 2 Jianguomenwai Avenue Beijing 100022, China Ke Geng D: +86 10 6563 4261 kgeng@omm.com October 15, 2019 Mr. Charles Eastman Mr. Robert S. Littlepage Joshua Shainess, Esq. Celeste M. Murphy, Esq. Division of Corporation Finance Office of Telecommunications Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Mr. Eastman, Mr. Littlepage, Mr. Shainess and Ms. Murphy, Re: Aesthetic Medical International Holdings Group Limited Responses to the Staff’s Comments on the Registration Statement on Form F-1 Filed on September 30, 2019 File No. 333-234022 On behalf of our client, Aesthetic Medical International Holdings Group Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated October 7, 2019 on the Company’s Registration Statement on Form F-1 filed on September 30, 2019 (the “Registration Statement”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. Concurrently with the submission of this letter, the Company is submitting herewith an amendment to the Registration Statement (the “Amendment No. 1”) and certain exhibits to the Registration Statement via EDGAR to the Commission for the Staff’s review pursuant to the Jumpstart Our Business Startups Act of 2012. In the Amendment No. 1, the Company has updated the Registration Statement and included, among others, the estimated price range of the securities to be offered, the offering size, and additional disclosures in relation to the Company’s recent developments. To facilitate the Staff’s review, we have separately delivered to the Staff five courtesy copies of the Amendment No. 1, marked to show changes to the Registration Statement. The Company plans to commence the marketing activities in connection with the offering on October 16, 2019. The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about October 24, 2019, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable. Century City · Los Angeles · Newport Beach · New York · San Francisco · Silicon Valley · Washington, DC Beijing · Brussels · Hong Kong · London · Seoul · Shanghai · Singapore · Tokyo Registration Statement on Form F-1 Capitalization, page 62 1. Please revise the pro forma presentation of your capitalization to also give effect to the exchange of the exchangeable notes into Series B preferred shares and the automatic re-designation of these shares as ordinary shares. The Company respectfully noted the Staff’s comment and revised page 63 of the Registration Statement in response. Financial Statements Unaudited Interim Condensed Consolidated Balance Sheet, page F-91 2. We note the subsequent event disclosed on page F-119 and the disclosure within your capitalization disclosure on page 62. Please revise the pro forma balance sheet information to also give effect to the exchange of the exchangeable notes into Series B preferred shares, and the automatic re-designation of these shares as ordinary shares immediately prior to the completion of the offering. The Company respectfully noted the Staff’s comment and revised pages F-4, F-29, F-40, F-91 and F-103 of the Registration Statement in response. * * * If you have any questions, please contact the undersigned by telephone at +86 10 6563 4261 or via e-mail at kgeng@omm.com, Ye Sun, by telephone at +86 10 6563 4256 or via email at ysun@omm.com, or Ricky Shin, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +852 2289 1356 or via email at ricky.w.shin@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company. 2 Very truly yours, /s/ Ke Geng Ke Geng Enclosures. cc: Dr. Pengwu Zhou, Chairman and Chief Executive Officer of the Company Mr. Guanhua Wu, Chief Financial Officer of the Company Mr. Ye Sun, Esq., Counsel, O’Melveny & Myers LLP Mr. Ricky Shin, Partner, PricewaterhouseCoopers Zhong Tian LLP Mr. Benjamin Su, Esq., Partner, Latham & Watkins LLP