Correspondence 0000950170-23-038731 from Yalla Group Ltd (YALA)
Yalla Group Ltd
Date: Aug. 7, 2023 · CIK: 0001794350 · Accession: 0000950170-23-038731
AI Filing Summary & Sentiment
File numbers found in text: 001-39552
Referenced dates: July 28, 2023
Letter
Simpson Thacher & Bartlett
icbc tower, 35th floor
3 garden road, central
hong kong
telephone: +852-2514-7600
facsimile: +852-2869-7694
Direct Dial Number
+852-2514-7620
E-mail Address
ygao@stblaw.com
CONFIDENTIAL AND VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Kyle Wiley
Ms. Jennifer Gowetski
August 7, 2023
Re: Yalla Group Ltd. Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-39552
Ladies and Gentlemen:
On behalf of our client, Yalla Group Limited, a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 28, 2023 (the “July 28 Comment Letter”) relating to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 20, 2023 (the “Annual Report”).
Set forth below are the Company’s responses to the Staff’s comments in the July 28 Comment Letter. The Staff’s comments are retyped below in bold italic font for your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.
michael j.c.M. ceulen
marjory j. ding
daniel fertig
adam C. furber
YI GAO
ADAM S. GOLDBERG
MAKIKO HARUNARI
Ian C. Ho
JONATHAN HWANG
anthony d. king
jin hYUK park
kathryn kING sudol
christopher k.s. wong
resident partners
simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:
New York
Beijing
Brussels
Houston
LONDON
Los Angeles
Palo Alto
SÃO PAULO
TOKYO
Washington, D.C.
Simpson Thacher & Bartlett
August 7, 2023
-2-
Division of Corporation Finance
U.S. Securities and Exchange Commission
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 108
1.We note the certification filed as Exhibit 15.2 in connection with your required submission under paragraph (a). Please supplementally describe any 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).
The Company respectfully advises the Staff that the Company checked and confirmed with all of the Company’s directors and officers in order to confirm that none of such directors or officers are representatives of any government entity in the PRC. Among the seven directors of the Company, four of the Company’s directors have non-PRC nationalities and therefore would not be eligible for membership in the Chinese Communist Party (“CCP”), let alone being any representative of any government entity in the PRC.
As to the Company’s shareholders that beneficially own 10% or more of the total outstanding ordinary shares of the Company, namely, (i) YooYoo Limited, and (ii) JOLLY UNIQUE LIMITED, to the best of the Company’s knowledge, neither YooYoo Limited nor JOLLY UNIQUE LIMITED is controlled by any government entity in the PRC.
The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with its required submission under Item 16I(a).
In connection with the required disclosures under Item 16I(b)(2) and (3), as to the Company itself, the Company respectfully advises the Staff that the Company checked and confirmed its register of members in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in the UAE, the PRC or the Cayman Islands owns any shares of the Company, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to the Company.
Simpson Thacher & Bartlett
August 7, 2023
-3-
Division of Corporation Finance
U.S. Securities and Exchange Commission
In connection with the required disclosures under Item 16I(b)(2) and (3), as to the consolidated foreign operating entities, and as such disclosures have been revised and updated pursuant to Comment 3 of the July 28 Comment Letter, the Company checked and confirmed the shareholdings of the consolidated foreign operating entities, most of which are held as to 100%, in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in any of the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands owns any shares of any of the consolidated foreign operating entities, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to any of the consolidated foreign operating entities.
The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with its required disclosures under Item 16I(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 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.
The Company respectfully advises the Staff that the Company checked and confirmed with all of its directors, and all of the directors of its consolidated foreign operating entities, in order to confirm that none of such members are officials of the CCP. Furthermore, among the seven directors of the Company, four directors have non-PRC nationalities and therefore would not be eligible for membership in, let alone being any official of, the CCP. The Company did not rely upon third party certifications such as affidavits in connection with its disclosure.
3.We note your statement under Item 16I that your consolidated foreign operating entities are incorporated or otherwise organized in the UAE and the PRC. We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and countries outside China. Please provide the disclosures required under Item 16I(b) for yourself and your consolidated foreign operating entities in your supplemental response, or tell us how your current disclosure meets this requirement.
In response to the Staff’s comment, in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, the Company will revise its disclosures under Item 16I(b), consistent with the updated disclosures set forth in Annex A.
* * *
Simpson Thacher & Bartlett
August 7, 2023
-4-
Division of Corporation Finance
U.S. Securities and Exchange Commission
If you have any question regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email).
Very truly yours,
/s/ Yi Gao
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CORRESP
Simpson Thacher & Bartlett
icbc tower, 35th floor
3 garden road, central
hong kong
telephone: +852-2514-7600
facsimile: +852-2869-7694
Direct Dial Number
+852-2514-7620
E-mail Address
ygao@stblaw.com
CONFIDENTIAL AND VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Kyle Wiley
Ms. Jennifer Gowetski
August 7, 2023
Re: Yalla Group Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39552
Ladies and Gentlemen:
On behalf of our client, Yalla Group Limited, a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 28, 2023 (the “July 28 Comment Letter”) relating to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 20, 2023 (the “Annual Report”).
Set forth below are the Company’s responses to the Staff’s comments in the July 28 Comment Letter. The Staff’s comments are retyped below in bold italic font for your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.
michael j.c.M. ceulen
marjory j. ding
daniel fertig
adam C. furber
YI GAO
ADAM S. GOLDBERG
MAKIKO HARUNARI
Ian C. Ho
JONATHAN HWANG
anthony d. king
jin hYUK park
kathryn kING sudol
christopher k.s. wong
resident partners
simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:
New York
Beijing
Brussels
Houston
LONDON
Los Angeles
Palo Alto
SÃO PAULO
TOKYO
Washington, D.C.
Simpson Thacher & Bartlett
August 7, 2023
-2-
Division of Corporation Finance
U.S. Securities and Exchange Commission
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 108
1.We note the certification filed as Exhibit 15.2 in connection with your required submission under paragraph (a). Please supplementally describe any 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).
The Company respectfully advises the Staff that the Company checked and confirmed with all of the Company’s directors and officers in order to confirm that none of such directors or officers are representatives of any government entity in the PRC. Among the seven directors of the Company, four of the Company’s directors have non-PRC nationalities and therefore would not be eligible for membership in the Chinese Communist Party (“CCP”), let alone being any representative of any government entity in the PRC.
As to the Company’s shareholders that beneficially own 10% or more of the total outstanding ordinary shares of the Company, namely, (i) YooYoo Limited, and (ii) JOLLY UNIQUE LIMITED, to the best of the Company’s knowledge, neither YooYoo Limited nor JOLLY UNIQUE LIMITED is controlled by any government entity in the PRC.
The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with its required submission under Item 16I(a).
In connection with the required disclosures under Item 16I(b)(2) and (3), as to the Company itself, the Company respectfully advises the Staff that the Company checked and confirmed its register of members in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in the UAE, the PRC or the Cayman Islands owns any shares of the Company, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to the Company.
Simpson Thacher & Bartlett
August 7, 2023
-3-
Division of Corporation Finance
U.S. Securities and Exchange Commission
In connection with the required disclosures under Item 16I(b)(2) and (3), as to the consolidated foreign operating entities, and as such disclosures have been revised and updated pursuant to Comment 3 of the July 28 Comment Letter, the Company checked and confirmed the shareholdings of the consolidated foreign operating entities, most of which are held as to 100%, in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in any of the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands owns any shares of any of the consolidated foreign operating entities, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to any of the consolidated foreign operating entities.
The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with its required disclosures under Item 16I(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 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.
The Company respectfully advises the Staff that the Company checked and confirmed with all of its directors, and all of the directors of its consolidated foreign operating entities, in order to confirm that none of such members are officials of the CCP. Furthermore, among the seven directors of the Company, four directors have non-PRC nationalities and therefore would not be eligible for membership in, let alone being any official of, the CCP. The Company did not rely upon third party certifications such as affidavits in connection with its disclosure.
3.We note your statement under Item 16I that your consolidated foreign operating entities are incorporated or otherwise organized in the UAE and the PRC. We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and countries outside China. Please provide the disclosures required under Item 16I(b) for yourself and your consolidated foreign operating entities in your supplemental response, or tell us how your current disclosure meets this requirement.
In response to the Staff’s comment, in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, the Company will revise its disclosures under Item 16I(b), consistent with the updated disclosures set forth in Annex A.
* * *
Simpson Thacher & Bartlett
August 7, 2023
-4-
Division of Corporation Finance
U.S. Securities and Exchange Commission
If you have any question regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email).
Very truly yours,
/s/ Yi Gao
Yi Gao
Enclosure: Annex A
cc:
Yang Hu, Chief Financial Officer
Yalla Group Limited
Annex A
Comment 3
Our company is incorporated in the Cayman Islands. Our operating subsidiaries being consolidated in our financial statements, or our consolidated foreign operating entities, are incorporated or otherwise organized in the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands.
To the best of our knowledge, no governmental entity in any of the UAE, the PRC, the British Virgin Islands, Hong Kong, Singapore or the Cayman Islands owns any shares of our company or any of the consolidated foreign operating entities.
To the best of our knowledge, no governmental entity in the PRC (i.e. the applicable foreign jurisdiction with respect to KPMG Huazhen LLP) has a controlling financial interest with respect to our company or any of the consolidated foreign operating entities.
No member of the board of directors of our company or any of the consolidated foreign operating entities is any official of the Chinese Communist Party.
Neither the memorandum and articles of association of our company nor the articles of incorporation (or equivalent organizing document) of any of the consolidated foreign operating entities contains any charter of the Chinese Communist Party.