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SEC Comment Letter 0000000000-23-007344 to Connect Biopharma Holdings Ltd (CNTB)

Connect Biopharma Holdings Ltd
Date: July 11, 2023 · CIK: 0001835268 · Accession: 0000000000-23-007344

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File numbers found in text: 001-40212

Date
July 11, 2023
Author
Ibolya Ignat
Form
UPLOAD
Company
Connect Biopharma Holdings Ltd

Letter

United States securities and exchange commission logo July 11, 2023 Zheng Wei, Ph.D. Chief Executive Officer Connect Biopharma Holdings Limited 12265 El Camino Real, Suite 350 San Diego, CA 92130 Re:Connect Biopharma Holdings Limited Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 11, 2023 File No. 001-40212 Dear Zheng Wei: We have reviewed your filing 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. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F for Fiscal Year Ended December 31, 2022 Part I Item 3. Key Information, page 4 1.In future filings, please disclose prominently at the outset of Part I that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries. In addition, please provide early in the Key Information section a diagram of your corporate structure. Permissions, Approvals, Licenses and Permits Required from the PRC Authorities for Our Operations..., page 7 2.Please disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer securities to foreign investors in future filings.

FirstName LastNameZheng Wei, Ph.D. Comapany NameConnect Biopharma Holdings Limited July 11, 2023 Page 2 FirstName LastNameZheng Wei, Ph.D. Connect Biopharma Holdings Limited July 11, 2023 Page 2 Item 4. Information on the Company General Information, page 76 3.Please revise future filings to disclose if you have specific cash management policies that dictate how funds are transferred through your organization and if applicable, describe such policies and procedures. Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 174 4.We note your statement that you reviewed your register of members and public filings made by your securityholders 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). 5.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. 6.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to the extent known.” 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. You may contact Ibolya Ignat at 202-551-3636 or Franklin Wyman at 202-551-3660 if you have questions regarding comments on the financial statements and related matters. Contact Tyler Howes at 202-551-3370 or Jennifer Thompson at 202-551-3737 if you have any questions about comments related to your status as a Commission-Identified Issuer during your most recently completed fiscal year. Please contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other questions.

FirstName LastNameZheng Wei, Ph.D. Comapany NameConnect Biopharma Holdings Limited July 11, 2023 Page 3 FirstName LastName Zheng Wei, Ph.D. Connect Biopharma Holdings Limited July 11, 2023 Page 3 Sincerely, Division of Corporation Finance Office of Life Sciences cc: Steven Chan

Show Raw Text
United States securities and exchange commission logo
July 11, 2023
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
12265 El Camino Real, Suite 350
San Diego, CA 92130
Re:Connect Biopharma Holdings Limited
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 11, 2023
File No. 001-40212
Dear Zheng Wei:
            We have reviewed your filing 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.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Part I
Item 3. Key Information, page 4
1.In future filings, please disclose prominently at the outset of Part I that you are not a
Chinese operating company but a Cayman Islands holding company with operations
conducted by your subsidiaries. In addition, please provide early in the Key Information
section a diagram of your corporate structure.
Permissions, Approvals, Licenses and Permits Required from the PRC Authorities for Our
Operations..., page 7
2.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer securities to foreign
investors in future filings.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 July 11, 2023 Page 2
 FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
July 11, 2023
Page 2
Item 4. Information on the Company
General Information, page 76
3.Please revise future filings to disclose if you have specific cash management policies that
dictate how funds are transferred through your organization and if applicable, describe
such policies and procedures.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 174
4.We note your statement that you reviewed your register of members and public filings
made by your securityholders 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).
5.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.
6.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to the extent known.” 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.
            You may contact Ibolya Ignat at 202-551-3636 or Franklin Wyman at 202-551-3660 if
you have questions regarding comments on the financial statements and related matters.  Contact
Tyler Howes at 202-551-3370 or Jennifer Thompson at 202-551-3737 if you have any questions
about comments related to your status as a Commission-Identified Issuer during your most
recently completed fiscal year.  Please contact Tyler Howes at 202-551-3370 or Alan Campbell
at 202-551-4224 with any other questions.

 FirstName LastNameZheng Wei, Ph.D.
 Comapany NameConnect Biopharma Holdings Limited
 July 11, 2023 Page 3
 FirstName LastName
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
July 11, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Chan