SEC Comment Letter 0000000000-23-009501 to EHang Holdings Ltd (EH) (CIK 0001759783) (EH)
EHang Holdings Ltd (EH) (CIK 0001759783)
Date: Aug. 29, 2023 · CIK: 0001759783 · Accession: 0000000000-23-009501
AI Filing Summary & Sentiment
File numbers found in text: 001-39151
Letter
United States securities and exchange commission logo August 29, 2023 Richard Jian Liu Chief Financial Officer EHang Holdings Limited 11/F Building One, EHang Technology Park No. 29 Bishan Blvd., Huangpu District Guangzhou, 510700 People’s Republic of China Re:EHang Holdings Limited Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-39151 Dear Richard Jian Liu: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F 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. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 162 1.We note your statement that you reviewed your register of members in the Cayman Islands and publicly available documents such as beneficial ownership reports on Schedule 13D or Schedule 13G 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. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your
FirstName LastNameRichard Jian Liu Comapany NameEHang Holdings Limited August 29, 2023 Page 2 FirstName LastName Richard Jian Liu EHang Holdings Limited August 29, 2023 Page 2 consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. Alternatively, please provide this information in your supplemental response. 4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. 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. Please contact Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Will Cai, Esq.
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United States securities and exchange commission logo
August 29, 2023
Richard Jian Liu
Chief Financial Officer
EHang Holdings Limited
11/F Building One, EHang Technology Park
No. 29 Bishan Blvd., Huangpu District
Guangzhou, 510700
People’s Republic of China
Re:EHang Holdings Limited
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39151
Dear Richard Jian Liu:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 162
1.We note your statement that you reviewed your register of members in the Cayman
Islands and publicly available documents such as beneficial ownership reports on
Schedule 13D or Schedule 13G 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. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
FirstName LastNameRichard Jian Liu
Comapany NameEHang Holdings Limited
August 29, 2023 Page 2
FirstName LastName
Richard Jian Liu
EHang Holdings Limited
August 29, 2023
Page 2
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures. With respect to (b)(2), please supplementally clarify the jurisdictions in which
your consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities. Alternatively, please
provide this information in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
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.
Please contact Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Will Cai, Esq.