SEC Comment Letter 0000000000-24-004241 to BGM Group Ltd. (BGM)
BGM Group Ltd.
Date: April 18, 2024 · CIK: 0001779578 · Accession: 0000000000-24-004241
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278591
Letter
United States securities and exchange commission logo April 18, 2024 Zhanchang Xin Chief Executive Officer Qilian International Holding Group Limited No. 152 Hongliang East 1st Street, No. 1703 Tianfu New District, Chengdu, 610200 People’s Republic of China Re:Qilian International Holding Group Limited Registration Statement on Form F-3 Filed April 10, 2024 File No. 333-278591 Dear Zhanchang Xin: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form F-3 filed April 10, 2024 Cover Page 1.Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China and that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court. Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of the securities you are registering
FirstName LastNameZhanchang Xin Comapany NameQilian International Holding Group Limited April 18, 2024 Page 2 FirstName LastName Zhanchang Xin Qilian International Holding Group Limited April 18, 2024 Page 2 for sale, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of this structure. 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. Please contact Lauren Hamill at 303-844-1008 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Joan Wu
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United States securities and exchange commission logo
April 18, 2024
Zhanchang Xin
Chief Executive Officer
Qilian International Holding Group Limited
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District, Chengdu, 610200
People’s Republic of China
Re:Qilian International Holding Group Limited
Registration Statement on Form F-3
Filed April 10, 2024
File No. 333-278591
Dear Zhanchang Xin:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3 filed April 10, 2024
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors. If true,
disclose that these contracts have not been tested in court. Explain whether the VIE
structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies, and disclose that investors may never hold equity interests in the Chinese
operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of the securities you are registering
FirstName LastNameZhanchang Xin
Comapany NameQilian International Holding Group Limited
April 18, 2024 Page 2
FirstName LastName
Zhanchang Xin
Qilian International Holding Group Limited
April 18, 2024
Page 2
for sale, including that it could cause the value of such securities to significantly decline
or become worthless. Provide a cross-reference to your detailed discussion of risks facing
the company and the offering as a result of this structure.
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.
Please contact Lauren Hamill at 303-844-1008 or Alan Campbell at 202-551-4224 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Joan Wu