Correspondence 0001193125-24-008032 from Xuhang Holdings Ltd (SUNH) (CIK 0001946025)
Xuhang Holdings Ltd (SUNH) (CIK 0001946025)
Date: Jan. 16, 2024 · CIK: 0001946025 · Accession: 0001193125-24-008032
AI Filing Summary & Sentiment
File numbers found in text: 333-271029
Referenced dates: April 20, 2023
Letter
Xuhang Holdings Limited
January 16, 2024
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C.,
Attention: Taylor Beech
Lilyanna Peyser
Re: Xuhang Holdings Limited
Registration Statement on Form F-1
Filed March 31, 2023
File No. 333-271029
Ladies and Gentlemen:
This letter is in response to the letter dated April 20, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Xuhang Holdings Limited (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response. Amendment No. 1 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed concurrently with the submission of this letter.
Registration Statement on Form F-1
Prospectus Summary
Permissions or Approval Required from the PRC Authorities for Our Operations and Offering,
page 15
1. We note your disclosure regarding CSRC Announcement No. 43. In your prospectus summary, please revise to clarify the nature of the filings you are required to make, your current status in the CSRC review process, and the consequences if you do not comply with Announcement No. 43. Also revise your statements in the prospectus that neither you nor your PRC subsidiaries (1) are required to obtain permission from any of the PRC authorities to operate and issue your Ordinary Shares to foreign investors, (2) are subject to approval requirements from the CSRC, the CAC, or any other entity to approve your operations, and (3) have been denied such permissions by any PRC authorities accordingly.
In response to the Staff’s comments, we have revised our disclosure on the cover page and pages 15, 16, 27, and 150 of the Amended Registration Statement to clarify the nature of the filings we are required to make, our current status in the CSRC review process, and the consequences if we do not comply with Announcement No. 43. In addition, we have revised the statement on page 15 of the Amended Registration Statement to clarify that, except for the requirement for CSRC approval under Announcement No. 43, neither we nor our PRC subsidiaries (i) are required to obtain other permission from any of the PRC authorities to operate and issue our Ordinary Shares to foreign investors, (ii) are subject to other approval requirements from the CSRC, the CAC, or any other entity to approve our operations, and (iii) have been denied such permissions by any PRC authorities accordingly.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.
Very truly yours,
/s/ Tianhang Xiao
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CORRESP 1 filename1.htm CORRESP Xuhang Holdings Limited January 16, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Taylor Beech Lilyanna Peyser Re: Xuhang Holdings Limited Registration Statement on Form F-1 Filed March 31, 2023 File No. 333-271029 Ladies and Gentlemen: This letter is in response to the letter dated April 20, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to Xuhang Holdings Limited (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response. Amendment No. 1 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) is being filed concurrently with the submission of this letter. Registration Statement on Form F-1 Prospectus Summary Permissions or Approval Required from the PRC Authorities for Our Operations and Offering, page 15 1. We note your disclosure regarding CSRC Announcement No. 43. In your prospectus summary, please revise to clarify the nature of the filings you are required to make, your current status in the CSRC review process, and the consequences if you do not comply with Announcement No. 43. Also revise your statements in the prospectus that neither you nor your PRC subsidiaries (1) are required to obtain permission from any of the PRC authorities to operate and issue your Ordinary Shares to foreign investors, (2) are subject to approval requirements from the CSRC, the CAC, or any other entity to approve your operations, and (3) have been denied such permissions by any PRC authorities accordingly. In response to the Staff’s comments, we have revised our disclosure on the cover page and pages 15, 16, 27, and 150 of the Amended Registration Statement to clarify the nature of the filings we are required to make, our current status in the CSRC review process, and the consequences if we do not comply with Announcement No. 43. In addition, we have revised the statement on page 15 of the Amended Registration Statement to clarify that, except for the requirement for CSRC approval under Announcement No. 43, neither we nor our PRC subsidiaries (i) are required to obtain other permission from any of the PRC authorities to operate and issue our Ordinary Shares to foreign investors, (ii) are subject to other approval requirements from the CSRC, the CAC, or any other entity to approve our operations, and (iii) have been denied such permissions by any PRC authorities accordingly. We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206. Very truly yours, /s/ Tianhang Xiao Name: Tianhang Xiao Title: Chief Executive Officer cc: Ying Li, Esq. Hunter Taubman Fischer & Li LLC