SEC Comment Letter 0000000000-23-004617 to Tungray Technologies Inc (TRSG) (CIK 0001943444) (TRSG)
Tungray Technologies Inc (TRSG) (CIK 0001943444)
Date: May 4, 2023 · CIK: 0001943444 · Accession: 0000000000-23-004617
AI Filing Summary & Sentiment
File numbers found in text: 333-270434
Letter
United States securities and exchange commission logo May 4, 2023 Wanjun Yao Chief Executive Officer Tungray Technologies Inc. #02-01, 31 Mandai Estate, Innovation Place Tower 4, Singapore 729933 Re:Tungray Technologies Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed April 25, 2023 File No. 333-270434 Dear Wanjun Yao: 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 April 10, 2023 letter. Amendment No. 2 to Registration Statement on Form F-1 Consolidated Statements of Cash Flows, page F-7 1.Referencing ASC 230 please tell us why the related party repayments and loans are classified as cash provided by and used in investing activities. In doing so, please tell us your consideration of classifying the proceeds as cash provided by financing activities pursuant to ASC 230-10-45-14b.
FirstName LastNameWanjun Yao Comapany NameTungray Technologies Inc. May 4, 2023 Page 2 FirstName LastName Wanjun Yao Tungray Technologies Inc. May 4, 2023 Page 2 Note 11. Related party balances and transactions Loans receivable - related parties, page F-27 2.We note your disclosure that you distributed the "remaining majority" of the declared dividends to shareholders. Please disclose here, and elsewhere as appropriate, the date of the distribution, the total dollar amount of dividends paid and where the cash distribution is classified in the Statements of Cash Flows. Furthermore, please clarify the facts and circumstances of the cash dividend that appears to have been a precondition for the shareholders to in turn repay outstanding loan balances. General 3.We note your response to prior comment 3. Please clearly indicate in your disclosure whether you relied on an opinion of counsel when determining whether PRC laws and other obligations applied to your business and this offering. You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Anna Jinhua Wang
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United States securities and exchange commission logo
May 4, 2023
Wanjun Yao
Chief Executive Officer
Tungray Technologies Inc.
#02-01, 31 Mandai Estate,
Innovation Place Tower 4,
Singapore 729933
Re:Tungray Technologies Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed April 25, 2023
File No. 333-270434
Dear Wanjun Yao:
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 April 10, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
Consolidated Statements of Cash Flows, page F-7
1.Referencing ASC 230 please tell us why the related party repayments and loans are
classified as cash provided by and used in investing activities. In doing so, please tell us
your consideration of classifying the proceeds as cash provided by financing activities
pursuant to ASC 230-10-45-14b.
FirstName LastNameWanjun Yao
Comapany NameTungray Technologies Inc.
May 4, 2023 Page 2
FirstName LastName
Wanjun Yao
Tungray Technologies Inc.
May 4, 2023
Page 2
Note 11. Related party balances and transactions
Loans receivable - related parties, page F-27
2.We note your disclosure that you distributed the "remaining majority" of the declared
dividends to shareholders. Please disclose here, and elsewhere as appropriate, the date of
the distribution, the total dollar amount of dividends paid and where the cash distribution
is classified in the Statements of Cash Flows. Furthermore, please clarify the facts and
circumstances of the cash dividend that appears to have been a precondition for the
shareholders to in turn repay outstanding loan balances.
General
3.We note your response to prior comment 3. Please clearly indicate in your disclosure
whether you relied on an opinion of counsel when determining whether PRC laws and
other obligations applied to your business and this offering.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Anna Jinhua Wang