SEC Comment Letter 0000000000-24-000533 to YSX Tech Co., Ltd (YSXT)
YSX Tech Co., Ltd
Date: Jan. 16, 2024 · CIK: 0001993463 · Accession: 0000000000-24-000533
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United States securities and exchange commission logo
January 16, 2024
Jie Xiao
Chief Executive Officer
YSX Tech Co., Ltd
401, 4 / F, Building 12
1601 South Guangzhou Avenue
Haizhu District, Guangzhou, Guangdong, PRC
Re:YSX Tech Co., Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted December 22, 2023
File No. 377-06871
Dear Jie Xiao:
We have reviewed your amended draft registration statement and have the following
comment(s).
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted December 22, 2023
Risk Factors, page 20
1.We note the changes you made to your disclosure in the first, second, third and fifth risk
factors of this section 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 amendment that was filed on November 17,
2023, warranting revised disclosure that mitigates 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”
FirstName LastName Jie Xiao
Comapany NameYSX Tech Co., Ltd
January 16, 2024 Page 2
FirstName LastName
Jie Xiao
YSX Tech Co., Ltd
January 16, 2024
Page 2
(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
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also sought specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance notice.
We do not believe that your revised disclosure conveys the same risks. Please restore your
disclosures in these areas to the disclosures as they existed in the registration statement as
of November 17, 2023.
Please contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services