SEC Comment Letter 0000000000-24-006384 to Zhengye Biotechnology Holding Ltd (ZYBT)
Zhengye Biotechnology Holding Ltd
Date: June 4, 2024 · CIK: 0001975641 · Accession: 0000000000-24-006384
AI Filing Summary & Sentiment
File numbers found in text: 333-276436
Letter
United States securities and exchange commission logo June 4, 2024 Songlin Song Chief Executive Officer Zhengye Biotechnology Holding Limited No.1 Lianmeng Road, Jilin Economic & Technical Development Zone Jilin City, Jilin Province, China Re:Zhengye Biotechnology Holding Limited Amendment No. 1 to Registration Statement on Form F-1 Filed May 15, 2024 File No. 333-276436 Dear Songlin Song: We have reviewed your amended 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. Amendment No. 1 to Registration Statement on Form F-1 General 1.We note the changes you made to your disclosure appearing on the Cover Page, Summary and Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the prior amendment that was filed on January 9, 2024, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether
FirstName LastNameSonglin Song Comapany NameZhengye Biotechnology Holding Limited June 4, 2024 Page 2 FirstName LastName Songlin Song Zhengye Biotechnology Holding Limited June 4, 2024 Page 2 through the ownership of voting securities, by contract, or otherwise.” We do not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in prior filings. Please contact Franklin Wyman at 202-551-3660 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Ying Li, Esq.
Show Raw Text
United States securities and exchange commission logo
June 4, 2024
Songlin Song
Chief Executive Officer
Zhengye Biotechnology Holding Limited
No.1 Lianmeng Road, Jilin Economic & Technical Development Zone
Jilin City, Jilin Province, China
Re:Zhengye Biotechnology Holding Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed May 15, 2024
File No. 333-276436
Dear Songlin Song:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form F-1
General
1.We note the changes you made to your disclosure appearing on the Cover Page, Summary
and Risk Factor sections relating to legal and operational risks associated with operating
in China and PRC regulations. It is unclear to us that there have been changes in the
regulatory environment in the PRC since the prior amendment that was filed on January 9,
2024, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
FirstName LastNameSonglin Song
Comapany NameZhengye Biotechnology Holding Limited
June 4, 2024 Page 2
FirstName LastName
Songlin Song
Zhengye Biotechnology Holding Limited
June 4, 2024
Page 2
through the ownership of voting securities, by contract, or otherwise.” We do not believe
that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in prior filings.
Please contact Franklin Wyman at 202-551-3660 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Ying Li, Esq.