SEC Comment Letter for Huize Holding (HUIZ) — Oct 4, 2019
Huize Holding Ltd
Date: Oct. 4, 2019 · CIK: 0001778982 · Accession: 0000000000-19-014300
AI Filing Summary & Sentiment
File numbers found in text: 333-233614
Letter
October 4, 2019 Cunjun Ma Chief Executive Officer Huize Holding Ltd 5/F, Building 3-4 Shenzhen Animation Park, Yuehai Road, Nanhai Avenue Nanshan District, Shenzhen 518052 People's Republic of China Re:Huize Holding Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed September 25, 2019 File No. 333-233614 Dear Mr. Ma: 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 [Month day, year] letter. Amendment No. 1 to Form F-1 filed on September 25, 2019 Management Directors and Executive Officers, page 162 1.We note your disclosure that each of Messrs. Wei and Ge have agreed to serve as a director of the Company upon effectiveness of the registration statement. Please file the consent of these individuals as required by Securities Act Rule 436.
FirstName LastNameCunjun Ma Comapany NameHuize Holding Ltd October 4, 2019 Page 2 FirstName LastName Cunjun Ma Huize Holding Ltd October 4, 2019 Page 2 Description of Share Capital Shareholders Agreement , page 184 2.With reference to Exhibit 4.5, please revise the disclosure on page 184 and elsewhere to clarify, if true, that SAIF IV Healthcare (BVI) Limited's board representation rights do not terminate upon completion of the offering. Exhibits 3.Please have counsel revise its Exhibit 5.1 opinion to remove the assumption in paragraph (d). Refer to Staff Legal Bulletin No. 19, Section II.B.3. Also, have counsel remove language in this opinion and in Exhibit 8.1 indicating that the opinion is in "Draft" form. General 4.We refer to prior comment 3 and reissue the last sentence of the comment. In this regard, the top three graphics give undue prominence to sales and revenues without regard to expenses and net income. With respect to the newly added “Adjusted Net Profit Margin” graphic, please revise your presentation of this non-GAAP financial measure to comply with Item 10(e) of Regulation S-K. You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn, Accounting Branch Chief, at 202-551-3494 if you have questions regarding comments on the financial statements and related matters. Please contact Christine Westbrook at 202-551-5019 or Joseph McCann at 202-551-6262 at with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Haiping Li, Esq.
Show Raw Text
October 4, 2019
Cunjun Ma
Chief Executive Officer
Huize Holding Ltd
5/F, Building 3-4
Shenzhen Animation Park, Yuehai Road, Nanhai Avenue
Nanshan District, Shenzhen 518052
People's Republic of China
Re:Huize Holding Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 25, 2019
File No. 333-233614
Dear Mr. Ma:
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 [Month day, year] letter.
Amendment No. 1 to Form F-1 filed on September 25, 2019
Management
Directors and Executive Officers, page 162
1.We note your disclosure that each of Messrs. Wei and Ge have agreed to serve as a
director of the Company upon effectiveness of the registration statement. Please file the
consent of these individuals as required by Securities Act Rule 436.
FirstName LastNameCunjun Ma
Comapany NameHuize Holding Ltd
October 4, 2019 Page 2
FirstName LastName
Cunjun Ma
Huize Holding Ltd
October 4, 2019
Page 2
Description of Share Capital
Shareholders Agreement , page 184
2.With reference to Exhibit 4.5, please revise the disclosure on page 184 and elsewhere to
clarify, if true, that SAIF IV Healthcare (BVI) Limited's board representation rights do not
terminate upon completion of the offering.
Exhibits
3.Please have counsel revise its Exhibit 5.1 opinion to remove the assumption in paragraph
(d). Refer to Staff Legal Bulletin No. 19, Section II.B.3. Also, have counsel remove
language in this opinion and in Exhibit 8.1 indicating that the opinion is in "Draft" form.
General
4.We refer to prior comment 3 and reissue the last sentence of the comment. In this regard,
the top three graphics give undue prominence to sales and revenues without regard to
expenses and net income. With respect to the newly added “Adjusted Net Profit Margin”
graphic, please revise your presentation of this non-GAAP financial measure to comply
with Item 10(e) of Regulation S-K.
You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn, Accounting
Branch Chief, at 202-551-3494 if you have questions regarding comments on the financial
statements and related matters. Please contact Christine Westbrook at 202-551-5019 or Joseph
McCann at 202-551-6262 at with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Haiping Li, Esq.