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E-Home Household Service Holdings Ltd
Response Received
1 company response(s)
High - file number match
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E-Home Household Service Holdings Ltd
Response Received
9 company response(s)
High - file number match
SEC wrote to company
2021-09-29
E-Home Household Service Holdings Ltd
Summary
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Company responded
2021-11-02
E-Home Household Service Holdings Ltd
References: September 29, 2021
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Company responded
2021-11-24
E-Home Household Service Holdings Ltd
References: November 18, 2021
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Company responded
2021-12-23
E-Home Household Service Holdings Ltd
References: December 21, 2021
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Company responded
2022-02-17
E-Home Household Service Holdings Ltd
References: January 26, 2022
Summary
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Company responded
2022-04-04
E-Home Household Service Holdings Ltd
References: March 23, 2022
Summary
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Company responded
2022-05-25
E-Home Household Service Holdings Ltd
References: May 4, 2022
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Company responded
2022-06-21
E-Home Household Service Holdings Ltd
References: June 15, 2022
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Company responded
2022-06-22
E-Home Household Service Holdings Ltd
References: June 21, 2022
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Company responded
2022-08-15
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-07-01
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
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SEC wrote to company
2022-06-22
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-06-15
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
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SEC wrote to company
2022-05-04
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
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SEC wrote to company
2022-03-23
E-Home Household Service Holdings Ltd
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
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SEC wrote to company
2022-01-26
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-12-21
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2021-11-18
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2020-02-25
E-Home Household Service Holdings Ltd
Summary
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Company responded
2020-03-03
E-Home Household Service Holdings Ltd
References: February 25, 2020
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2020-03-26
E-Home Household Service Holdings Ltd
References: March 25, 2020
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2020-03-26
E-Home Household Service Holdings Ltd
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2020-03-26
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2020-03-25
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2019-08-07
E-Home Household Service Holdings Ltd
Summary
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Company responded
2019-08-26
E-Home Household Service Holdings Ltd
References: August 7, 2019
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2019-07-17
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
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SEC wrote to company
2019-05-21
E-Home Household Service Holdings Ltd
Summary
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E-Home Household Service Holdings Ltd
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2019-04-10
E-Home Household Service Holdings Ltd
Summary
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-08-29 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2025-08-25 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | 333-289656 | Read Filing View |
| 2022-08-15 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-07-01 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-22 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-22 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-21 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-15 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-05-25 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-05-04 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-04-04 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-03-23 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-02-17 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-01-26 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-12-23 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-12-21 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-11-24 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-11-18 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-11-02 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-09-29 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-25 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-03 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-02-25 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-08-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-08-07 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-07-17 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-05-21 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-04-10 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-08-25 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | 333-289656 | Read Filing View |
| 2022-07-01 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-22 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-15 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-05-04 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-03-23 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-01-26 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-12-21 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-11-18 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-09-29 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-25 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-02-25 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-08-07 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-07-17 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-05-21 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-04-10 | SEC Comment Letter | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-08-29 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-08-15 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-22 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-06-21 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-05-25 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-04-04 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-02-17 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-12-23 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-11-24 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2021-11-02 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2020-03-03 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
| 2019-08-26 | Company Response | E-Home Household Service Holdings Ltd | Cayman Islands | N/A | Read Filing View |
2025-08-29 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP 1 filename1.htm E-Home Household Service Holdings Limited 18/F, East Tower, Building B, Dongbai Center, Yangqiao Road, Gulou District, Fuzhou City 350001, People's Republic of China August 29, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Re: E-Home Household Service Holdings Limited Registration Statement on Form F-3, File No. 333-289656 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: September 2, 2025 Requested Time: 4:30 pm, Eastern Time Ladies and Gentlemen: E-Home Household Service Holdings Limited (the "Company") hereby requests that the effective date of the Company's Registration Statement on Form F-3, as amended (File No. 333-289656), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 p.m. Eastern Time on September 2, 2025, or as soon thereafter as possible. Please contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted. Sincerely yours, E-Home Household Service Holdings Limited /s/ Wenshan Xie Wenshan Xie Chairman and Chief Executive Officer
2025-08-25 - UPLOAD - E-Home Household Service Holdings Ltd File: 333-289656
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> August 25, 2025 Wenshan Xie Chief Executive Officer E-Home Household Service Holdings Ltd Dongbai Center, Yangqiao Road Gulou District, Fuzhou City 350001 People s Republic of China Re: E-Home Household Service Holdings Ltd Registration Statement on Form F-3 Filed August 15, 2025 File No. 333-289656 Dear Wenshan Xie: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Rucha Pandit at 202-551-6022 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Steven Lipstein </TEXT> </DOCUMENT>
2022-08-15 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-HOME HOUSEHOLD SERVICE HOLDINGS LIMITED
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
August
15, 2022
Via
EDGAR
Securities
and Exchange Commission
Division of Corporation
Finance
100 F. Street,
N.E.
Washington, D.C.
20549
Attn: Stacey Peikin
Re:
E-Home Household Service Holdings Limited
Registration
Statement on Form F-3
File
No. 333-259464
Dear Ms. Peikin:
In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the
above-referenced Registration Statement of E-Home Household Service Holdings Limited (the “Company”) so that it will
become effective at 4:30 p.m., Eastern Time, on Wednesday, August 17, 2022, or as soon thereafter as practicable.
Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.
Very truly yours,
E-Home Household Service Holdings
Limited
By:
/s/ Wenshan Xie
Name:
Wenshan Xie
Title:
Chief Executive Officer
cc: Kevin (Qixiang)
Sun, Bevilacqua PLLC
2022-07-01 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
July 1, 2022
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Limited
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Limited
Form 20-F for the Fiscal Year Ended June 30, 2021
Filed October 29, 2021
File No. 001-40375
Dear Mr. Xie:
We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-06-22 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
June 22, 2022
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Donald Field
Re:
E-Home Household Service Holdings Ltd.
Form 20-F for the Fiscal Year Ended June 30, 2021
Filed October 29, 2021
File No. 001-40375
Ladies and Gentlemen:
We hereby submit the response of E-Home Household
Service Holdings Ltd. (the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission set forth in the Staff’s letter, dated June 21, 2022, providing the Staff’s comment with respect to
the above-referenced Company’s Form 20-F.
For the convenience of the Staff, the Staff’s
comment is included and is followed by the response of the Company. Unless the context indicates otherwise, references in this letter
to “we,” “us” and “our” refer to the Company on a consolidated basis.
Form 20-F for the Fiscal Year Ended June 30,
2021
General
1.
We note that your registration statement on Form F-3 (File No. 333-259464) is currently under review and we have issued a number of comments on your China-related disclosures. Please confirm that you will include in future Exchange Act filings all applicable China-related disclosures you include, or will include, in your Form F-3 in response to such comments.
Response: We hereby confirm
that we will include in our future Exchange Act filings all applicable China-related disclosures we have included, or will include, in
our registration statement on Form F-3 (File No. 333-259464) (the “Form F-3”) in response to the Staff’s comments
on the Form F-3.
If you would like to discuss the above response
or if you would like to discuss any other matters, please contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC
at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc:
Kevin Sun, Esq.
2022-06-22 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
June 21, 2022
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Limited
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Limited
Form 20-F for the Fiscal Year Ended June 30, 2021
Filed October 29, 2021
File No. 001-40375
Dear Mr. Xie:
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 the Fiscal Year Ended June 30, 2021
General
1.We note that your registration statement on Form F-3 (File No. 333-259464) is currently
under review and we have issued a number of comments on your China-related
disclosures. Please confirm that you will include in future Exchange Act filings
all applicable China-related disclosures you include, or will include, in your Form F-3 in
response to such comments.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Limited
June 21, 2022 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Limited
June 21, 2022
Page 2
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 Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-06-21 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home
Household Service Holdings Ltd.
Floor
9, Building 14, HaixiBaiyue Town
No.
14 Duyuan Road, Luozhou Town
Cangshan
District, Fuzhou City 350001
People’s
Republic of China
June
21, 2022
U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re:
E-Home Household Service
Holdings Ltd.
Amendment
No. 6 to Registration Statement on Form F-3
Filed
May 25, 2022
File
No. 333-259464
Ladies
and Gentlemen:
We
hereby submit the responses of E-Home Household Service Holdings Ltd. (the “Company”) to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the
Staff’s letter, dated June 15, 2022, providing the Staff’s comments with respect to the above-referenced Company’s
Registration Statement on Form F-3 (as amended, the “Registration Statement”). Concurrently with the submission of
this letter, the Company is submitting its Amendment No. 7 to the Registration Statement (the “Amendment No. 7”) via
EDGAR with the Commission.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Amendment
No. 6 to Registration Statement on Form F-3 filed May 25, 2022
Cover
Page
1.
Please
refer to the ninth paragraph. Please revise your disclosure to acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a material change in the value of the securities
you are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.
Additionally, please provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result
of this structure.
Response:
We note the Staff’s comment and advise the Staff that we revised the cover page and acknowledged that Chinese regulatory authorities
could disallow the company’s organization structure, which would likely result in a material change in our operations and/or a
material change in the value of the securities we are registering for sale, including that it could cause the value of such securities
to significantly decline or become worthless. We also provided cross-references to detailed discussion of risks facing the company and
the offering as a result of this structure.
Prospectus
Summary, page 1
5.
Revise
the prospectus summary to disclose clearly that the company uses a structure that involves subsidiaries in Hong Kong and China and
what that entails. Revise your disclosure under "Corporate Structure" to disclose clearly the entity in which investors
are purchasing their interest and the entity(ies) in which the company's operations are conducted. Disclose any uncertainties regarding
the status of the rights of the Cayman Islands holding company due to legal uncertainties and jurisdictional limits.
Response:
We note the Staff’s comment and advise the Staff that we have revised the prospectus summary to disclose that the company uses
a structure that involves subsidiaries in Hong Kong and China, the investors are purchasing securities of the Cayman Islands holding
company while the company’s business operations are conducted through its subsidiaries in China. In addition, under "Corporate
Structure" we disclosed uncertainties and risks regarding the company’s organization structure and the status of the rights
of the Cayman Islands holding company due to legal uncertainties and jurisdictional limits.
If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan
Xie
Wenshan Xie
Chief Executive Officer
cc:
Kevin Sun, Esq.
2022-06-15 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
June 15, 2022
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Limited
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Limited
Amendment No. 6 to Registration Statement on Form F-3
Filed May 25, 2022
File No. 333-259464
Dear Mr. Xie:
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.
Amendment No. 6 to Registration Statement on Form F-3 filed May 25, 2022
Cover Page
1.Please refer to the ninth paragraph. Please revise your disclosure to acknowledge that
Chinese regulatory authorities could disallow this structure, which would likely result in a
material change in your operations and/or a material change in the value of the securities
you are registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Additionally, please provide a cross-reference
to your detailed discussion of risks facing the company and the offering as a result of this
structure.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Limited
June 15, 2022 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Limited
June 15, 2022
Page 2
Prospectus Summary, page 1
2.Revise the prospectus summary to disclose clearly that the company uses a structure that
involves subsidiaries in Hong Kong and China and what that entails. Revise your
disclosure under "Corporate Structure" to disclose clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company's operations are
conducted. Disclose any uncertainties regarding the status of the rights of the Cayman
Islands holding company due to legal uncertainties and jurisdictional limits.
Please contact Stacey K. Peikin at 202-551-6223 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-05-25 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
May 25, 2022
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re:
E-Home Household Service Holdings Ltd.
Amendment No. 5 to Registration Statement on Form F-3
Filed April 4, 2022
File No. 333-259464
Ladies and Gentlemen:
We hereby submit the responses of E-Home Household
Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated May 4, 2022, providing the
Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3 (as amended, the “Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its Amendment No. 6 to the Registration
Statement (the “Amendment No. 6”) via EDGAR with the Commission.
For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.
Amendment No. 5 to Registration Statement on
Form F-3 filed on April 4, 2022
Cover Page
1.
Please revise the cover page to summarize the information provided in your supplemental response to prior comment 1. Your revised disclosure should clarify whether your counsel has opined that the risk posed to you by the dissolution of the prior VIE structure is minimal and that the CSRC will not retroactively apply the laws to your prior VIE structure.
Response: We note the
Staff’s comment and advise the Staff that we revised the cover page and indicated that as advised by our PRC counsel, Tian Yuan
Law Firm, the risk posed to us by the dissolution of the prior VIE structure is minimal and the CSRC will not retroactively apply the
laws to our prior VIE structure if such laws are enacted in the future.
2.
We note your revised disclosure in
response to comment 2. We note that the term “we” is still being used regarding offering securities (e.g., top paragraph
on prospectus cover page, first bullet of Risk Factors Summary on page 2). Please revise to clearly disclose how you will refer to
the holding company (e.g., we, E-Home, or otherwise) and how you will refer to your subsidiaries when providing disclosure
throughout the document. The terms you intend to use for each entity should be clearly defined so that there is no ambiguity as to
the meaning of pronouns, possessive pronouns, or abbreviated names that may appear in your disclosure. For example, if you intend to
use “we” or “our” to refer to the holding company and its subsidiaries, please refrain from using such terms
when describing the activities or functions of a subsidiary.
Response: We note the
Staff’s comment and advise the Staff that we further revised our disclosures to clearly disclose that it is E-Home Household Service
Holdings Limited (“E-Home”), a Cayman Islands holding company, that is offering its securities in this Registration Statement.
When we describe activities or functions of a subsidiary, we also made it clear that we refer to that specific subsidiary, instead of
referring to “we” or “our”.
3.
Please amend your disclosure where you discuss how cash is transferred through your organization and in the summary risk factors and risk factors sections to state that, to the extent cash in the business is in the PRC or a Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash. On the cover page, provide cross-references to these other discussions.
Response: We note the
Staff’s comment and advise the Staff that we have revised our disclosures on the cover page, in the Prospectus Summary and in the
Risk Factors section to state that, to the extent cash is in the PRC or a Hong Kong entity, the funds may not be available to fund operations
or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability
of the holding company or our subsidiaries by the PRC government to transfer cash. We also provided cross-references to these other discussions
on the cover page.
Risk Factors Summary, page 2
4.
To the extent you have cash management policies that dictate how funds are transferred between you and your subsidiaries, summarize the policies on your cover page and in the prospectus summary, and disclose the source of such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page and in the prospectus summary that you have no such cash management policies that dictate how funds are transferred. Provide a cross-reference on the cover page to the discussion of this issue in the prospectus summary.
Response: We note the
Staff’s comment and advise the Staff that other than complying with applicable PRC laws and regulations, we do not have our own
cash management policies that dictate how funds are transferred between the holding company and the subsidiaries. We also provided a
cross-reference on the cover page to the discussion of this issue in the Prospectus Summary.
Prospectus Summary, page 1
5.
Please expand to identify your PRC legal counsel wherever you disclose that you relied on your PRC legal counsel. In addition, please file consent of your PRC legal counsel to be named in all sections of the registration statement in which you indicate you relied on your PRC legal counsel. In this regard, we note that Tian Yuan law firm’s current consent appears to be limited to the “Risk Factors and “Legal Matters” section of the registration statement.
Response: We note the
Staff’s comment and advise the Staff that we have identified our PRC legal counsel in the disclosures and filed a revised legal
opinion of our PRC legal counsel including their consent as an exhibit to the Amendment No. 6.
2
If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +86-591-87590668 or
Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc:
Kevin Sun, Esq.
3
2022-05-04 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
May 4, 2022
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd
Amendment No. 5 to Registration Statement on Form F-3
Filed April 4, 2022
File No. 333-259464
Dear Mr. Xie:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Amendment No. 5 to Registration Statement on Form F-3 filed on April 4, 2022
Cover Page
1.Please revise the cover page to summarize the information provided in your supplemental
response to prior comment 1. Your revised disclosure should clarify whether your counsel
has opined that the risk posed to you by the dissolution of the prior VIE structure is
minimal and that the CSRC will not retroactively apply the laws to your prior VIE
structure.
2.We note your revised disclosure in response to comment 2. We note that the term "we" is
still being used regarding offering securities (e.g., top paragraph on prospectus cover
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
May 4, 2022 Page 2
FirstName LastNameWenshan Xie
E-Home Household Service Holdings Ltd
May 4, 2022
Page 2
page, first bullet of Risk Factors Summary on page 2). Please revise to clearly disclose
how you will refer to the holding company (e.g., we, E-Home, or otherwise) and how you
will refer to your subsidiaries when providing disclosure throughout the document. The
terms you intend to use for each entity should be clearly defined so that there is no
ambiguity as to the meaning of pronouns, possessive pronouns, or abbreviated names that
may appear in your disclosure. For example, if you intend to use "we" or "our" to refer to
the holding company and its subsidiaries, please refrain from using such terms when
describing the activities or functions of a subsidiary.
3.Please amend your disclosure where you discuss how cash is transferred through your
organization and in the summary risk factors and risk factors sections to state that, to the
extent cash in the business is in the PRC or a Hong Kong entity, the funds may not be
available to fund operations or for other use outside of the PRC or Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you
or your subsidiaries by the PRC government to transfer cash. On the cover page, provide
cross-references to these other discussions.
4.To the extent you have cash management policies that dictate how funds are transferred
between you and your subsidiaries, summarize the policies on your cover page and in the
prospectus summary, and disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively, state on the cover page
and in the prospectus summary that you have no such cash management policies that
dictate how funds are transferred. Provide a cross-reference on the cover page to the
discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
5.Please expand to identify your PRC legal counsel wherever you disclose that you relied on
your PRC legal counsel. In addition, please file consent of your PRC legal counsel to be
named in all sections of the registration statement in which you indicate you relied on
your PRC legal counsel. In this regard, we note that Tian Yuan law firm's current consent
appears to be limited to the "Risk Factors and "Legal Matters" section of the registration
statement.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
May 4, 2022 Page 3
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
May 4, 2022
Page 3
You may contact Stacey Peikin at 202-551-6223 or Daniel Morris at 202-551-3314 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-04-04 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
April 4, 2022
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re: E-Home Household Service Holdings Ltd.
Amendment No. 4 to Registration Statement
on Form F-3
Filed February 17, 2022
File No. 333-259464
Ladies and Gentlemen:
We hereby submit the responses of E-Home Household
Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 23, 2022, providing the
Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3 (as amended, the “Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its Amendment No. 5 to the Registration
Statement (the “Amendment No. 5”) via EDGAR with the Commission.
For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.
Amendment No. 4 to Form F-3 Filed February
17, 2022
Cover Page
1. Please revise to disclose on the cover, in the prospectus summary, and elsewhere in the prospectus,
as appropriate, the risk (if any) that you may face penalties associated with your prior variable interest entity (VIE) structure if such
structures are invalidated in the PRC in the future.
Response: We note the Staff’s
comment and advise the Staff that we consulted with our PRC counsel and we believe that the risk that we may face penalties associated
with our prior variable interest entity (VIE) structure if such structures are invalidated in the PRC in the future is minimal. Currently
there are no existing rules or regulations in China that may impose penalties on PRC entities that adopted a VIE structure, which was
dissolved later. As disclosed in the Prospectus Summary of Amendment No. 5, on December 24, 2021, the China Securities Regulatory Commission
published the Administrative Provisions of the State Council on Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft
for Comment) and the Administrative Measures for the Filings of Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft
for Comment), which provide principles and guidelines for direct and indirect issuance of securities overseas by a Chinese domestic enterprise.
The Administrative Provisions and Measures aim to establish a unified supervision system and promote cross-border regulatory cooperation.
According to the Q&A held by CSRC officials for journalists, the CSRC will adhere to the principle of non-retroactive application
of law and first focus on issuers conducting initial public offerings and follow-on offerings by requiring them to complete the registration
procedures. Although it is uncertain when the final versions of these two regulations will be promulgated and take effect, and how they
will be enacted, interpreted or implemented, neither the Administrative Provisions nor the Measures provide that these regulations may
apply retrospectively. As a result, we did not revise the Registration Statement to include such risk.
U.S. Securities
and Exchange Commission
April 4, 2022
Page 2
2. We note your disclosure in response to comment 1 and reissue the comment in part. We note your disclosure
that "References to "we," "us," "the Company," "our company," or "our"... are to
E-Home and its subsidiaries; however, we also note that the term "we" is used regarding offering securities (e.g., first paragraph
on cover page). Please revise to clearly disclose how you will refer to the holding company and how you will refer to your subsidiaries
when providing disclosure throughout the document. Where you disclose how you will refer to the holding company and its subsidiaries,
please refrain from using terms such as "we" or "our" when describing activities or functions of a subsidiary.
Response:
We note the Staff’s comment and advise the Staff that we further revised our disclosures to clearly disclose that it is E-Home Household
Service Holdings Limited (“E-Home”), a Cayman Islands holding company, that is offering its securities in this Registration
Statement. When we describe activities or functions of a subsidiary, we also made it clear that we refer to that specific subsidiary,
instead of referring to “we" or "our".
3. We note your disclosure in response to comment 3. Please expand your disclosure in the 4th bullet under
"Cash is transferred through our organization in the following manner" to explicitly state whether any transfers, dividends,
or distributions have been made from your subsidiaries to the holding company or to investors, and quantify the amounts if applicable.
We note your current disclosure on page 6.
Response:
We note the Staff’s comment and advise the Staff that we have expanded our disclosure in the 4th bullet under "Cash
is transferred through our organization in the following manner" to state that no transfers, dividends, or distributions have been
made from its subsidiaries to E-Home or to investors of E-Home.
Risk Factors Summary, page 2
4. Revise the cross references in the first five bullet points to include the name of the specific risk
factor to which you are referring under “Risks Related to Doing Business in China.” We note that “Risks Related to Doing
Business in China” includes multiple risk factors.
Response:
We note the Staff’s comment and advise the Staff that we revised the cross references in the first five bullet points to include
the name of the specific risk factor to which we are referring under “Risks Related to Doing Business in China.”
U.S. Securities and
Exchange Commission
April 4, 2022
Page 3
If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +86-591-87590668 or
Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc: Kevin Sun, Esq.
2022-03-23 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
March 23, 2022
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd
Amendment No. 4 to Registration Statement on Form F-3
Filed February 17, 2022
File No. 333-259464
Dear Mr. Xie:
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 January 26, 2022 letter.
Amendment No. 4 to Form F-3 Filed February 17, 2022
Cover Page
1.Please revise to disclose on the cover, in the prospectus summary, and elsewhere in the
prospectus, as appropriate, the risk (if any) that you may face penalties associated with
your prior variable interest entity (VIE) structure if such structures are invalidated in the
PRC in the future.
2.We note your disclosure in response to comment 1 and reissue the comment in part. We
note your disclosure that "References to "we," "us," "the Company," "our company," or
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
March 23, 2022 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
March 23, 2022
Page 2
"our"... are to E-Home and its subsidiaries; however, we also note that the term "we" is
used regarding offering securities (e.g., first paragraph on cover page). Please revise to
clearly disclose how you will refer to the holding company and how you will refer to your
subsidiaries when providing disclosure throughout the document. Where you disclose
how you will refer to the holding company and its subsidiaries, please refrain from using
terms such as "we" or "our" when describing activities or functions of a subsidiary.
3.We note your disclosure in response to comment 3. Please expand your disclosure in the
4th bullet under "Cash is transferred through our organization in the following manner" to
explicitly state whether any transfers, dividends, or distributions have been made from
your subsidiaries to the holding company or to investors, and quantify the amounts if
applicable. We note your current disclosure on page 6.
Risk Factors Summary, page 2
4.Revise the cross references in the first five bullet points to include the name of the specific
risk factor to which you are referring under “Risks Related to Doing Business in China.”
We note that “Risks Related to Doing Business in China” includes multiple risk factors.
You may contact Stacey Peikin at 202-551-6223 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2022-02-17 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
February 17, 2022
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re: E-Home Household Service Holdings Ltd.
Amendment No. 3 to Registration Statement
on Form F-3
Filed December 23, 2021
File No. 333-259464
Ladies and Gentlemen:
We hereby submit the responses of E-Home Household
Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated January 26, 2022, providing
the Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3 (as amended, the “Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its Amendment No. 4 to the Registration
Statement (the “Amendment No. 4”) via EDGAR with the Commission.
For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.
Amendment No. 3 to Registration Statement on
Form F-3 Filed December 23, 2021
Cover Page
1. Clearly disclose how you will refer to the holding company and its subsidiaries when providing the
disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary. For example, disclose, if true, that your subsidiaries and conduct operations in China and that
the holding company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing
an interest.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures to reflect that “E-Home”
refers to E-Home Household Service Holdings Limited, a Cayman Islands holding company, with no operations of its own, and references to
“we,” “us,” “the Company,” “our company,” or “our” in the prospectus are to
E-Home and its subsidiaries, including E-Home (Pingtan) Home Service Co., Ltd., Fuzhou Bangchang Technology Co. Ltd., Fuzhou Yongheng
Xin Electric Co., Ltd., Fujian Happiness Yijia Family Service Co., Ltd., and Yaxing Human Resource Management (Pingtan) Co., Ltd., as
a whole, unless otherwise indicated by the context.
In addition, when
we described business operations in China, we made it clear that our PRC subsidiaries, rather than E-Home, are conducting operations there.
We also disclosed clearly that investors are purchasing securities of E-Home, the Cayman Islands holding company.
U.S. Securities and Exchange Commission
February 17, 2022
Page 2
2. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability
to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether your auditor
is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable
Act and related regulations will affect your company. Your prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we provided prominent disclosure about the legal and
operational risks associated with being based in or having the majority of the company’s operations in China. Such disclosures include,
for example, “[t]he Chinese government may exercise significant oversight and discretion over the conduct of our business and may
intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our
securities.”
We disclosed that
“[r]ecently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation
of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
and expanding efforts in anti-monopoly enforcement.” However, “[w]e do not believe that our PRC subsidiaries are directly
subject to these regulatory actions or statements, as our PRC subsidiaries have not carried out any monopolistic behavior and the business
of our PRC subsidiaries does not involve the collection of user data or implicate cybersecurity. We also have dissolved the variable interest
entity structure as the business of our PRC subsidiaries does not involve any type of restricted industry.”
We also disclosed that our auditor,
TPS Thayer, LLC, headquartered in Sugar Land, Texas is not subject to PCAOB December 16, 2021 determinations and the audit workpapers
of the Company, including its PRC subsidiaries are completed and retained in the United States and available for the PCAOB’s inspection.
Notwithstanding, “[i]f the PCAOB determines that it cannot inspect or investigate completely our auditor in the future, [investors]
may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets
and trading of our securities may be prohibited under the HFCAA.” This risk was also disclosed prominently in the prospectus summary
under the caption “Risk Factors Summary” on page 2.
3. We note your disclosure in response to comment 2. Please the discussion to provide a description of
how cash is transferred through your organization and disclose your intentions to distribute earnings. State whether any transfers, dividends,
or distributions have been made to date between the holding company, its subsidiaries, and/or to investors, and quantify the amounts where
applicable. Provide cross-references to the consolidated financial statements.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we provided a detailed five-bullet point description
of how cash is transferred through our organization on the cover page. We also stated that “[w]e intend to retain most, if not
all, of our available funds and any future earnings after this offering to the development and growth of our business in China. We do
not expect to pay dividends in the foreseeable future.”
In addition, we disclosed
that, as of the date of the prospectus, “neither [the holding company] nor any of its subsidiaries have paid dividends or made distributions
to U.S. investors.” In addition, in regard to the net proceeds from our initial public offering in May 2021 in the amount of approximately
$21.66 million and the net proceeds from the sale of a convertible note in the principal of 5,275,000 in December 2021, as of December
31, 2021, approximately $11.31 million had been transferred to our WFOE, E-Home Pingtan through E-Home HK, and separately, approximately
$4.70 million had been sent to E-Home HK; E-Home, the holding company, had kept the remaining approximately $10.60 million in its own
account. Other than the foregoing, we have not raised funds from investors so far, nor have transferred any other funds to our subsidiaries.
U.S. Securities and Exchange Commission
February 17, 2022
Page 3
We provided cross-references
to the consolidated financial statements incorporated into the prospectus on the cover page.
Prospectus Summary, page 1
4. Revise to disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you
or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration
of China (CAC) or any other governmental agency that is required to approve your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe
the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Response: We note the
Staff’s comment, and in response thereto, advise the Staff that we disclosed that “none of our PRC subsidiaries is required
to obtain additional licenses or permits beyond a regular business license for their operations” and “[e]ach of our PRC subsidiaries
has obtained a valid business license for its respective business scope” from the local branch of the State Administration for Market
Regulation (“SAMR”) on page 4 under the “Prospectus Summary—Regulatory Permissions and Developments—Permissions
to Operate Our Business.” We also stated affirmatively that we or our subsidiaries are not covered by permissions requirements from
the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required
to approve our subsidiaries’ operations.
In addition, we divided the “Regulatory
Permissions and Developments” section in the prospectus summary into three subsections: (i) Permissions to Operate Our Business;
(ii) Permissions to Issue Our Securities to Foreign Investors; and (iii) Cybersecurity Review. In such subsections, we disclosed that
E-Home or the PRC subsidiaries are not required to obtain permissions from any PRC authorities to issue our securities to foreign investors
under the PRC laws and regulations currently in effect, and nor have received or were denied such permissions by any PRC authorities.
We also disclosed on page 5 under the
subsection “Permissions to Issue Our Securities to Foreign Investors” that if we or our subsidiaries inadvertently conclude
that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to
obtain such permissions or approvals in the future, we may not be able to proceed with this offering and may face adverse actions or sanctions
by the CSRC or other PRC regulatory agencies, which could have a material adverse effect on our business and financial condition as well
as our ability to offer or continue to offer securities to investors or cause our securities to significantly decline in value or become
worthless.
U.S. Securities and Exchange Commission
February 17, 2022
Page 4
5. Expand the discussion on page 4 to provide a clear description of how cash is transferred through your
organization. Disclose your intentions to distribute earnings. Quantify any cash flows and transfers of other assets by type that have
occurred between the holding company and its subsidiaries, and the direction of transfer. Quantify any dividends or distributions that
a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends
or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends,
or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries , to the parent company and U.S. investors.
Response: We note the
Staff’s comment, and in response thereto, advise the Staff that we expanded our discussion beginning on page 6 to clearly and quantitively
present how cash has been transferred through our organization.
We provided detailed
narrative disclosures on the cash flows between the holding company and its subsidiaries. There are no transfers of assets other than
cash between the holding company and its subsidiaries. We stated that “there have not been any dividends or other distributions
from our Chinese subsidiaries to our subsidiary located outside of mainland China, namely E-Home HK, or the Cayman Islands holding company,
E-Home.” In addition, we disclosed that “As a result of E-Home’s initial public offering (“IPO”) closed
in May 2021, E-Home received net proceeds of approximately $21.66 million. On December 20, 2021, E-Home issued an unsecured convertible
promissory note to an institutional investor in the principal amount of $5,275,000, before deducting issue discount, investor’s
legal and other transaction costs and placement agent fees (the “Convertible Note”). As of December 31, 2021, with respect
to the net proceeds from the IPO and the Convertible Note, E-Home, the Cayman Islands holding company, had transferred approximately $11.31
million to its WFOE E-Home Pingtan through E-Home HK and separately sent approximately $4.70 million to E-Home HK; E-Home had kept the
remaining approximately $10.60 million in its own account.”
We also provided disclosure on the tax
consequences for making dividends or distributions to E-Home or U.S. Investors. “Subject to the passive foreign investment company
rules, the gross amount of any distribution that we make to investors with respect to our securities (including any amounts withheld to
reflect PRC withholding taxes) will be taxable as a dividend, to the extent paid out of our current or accumulated earnings and profits,
as determined under United States federal income tax principles.” In addition, our PRC subsidiaries will pay dividends to the Cayman
Islands holding company through our Hong Kong subsidiary, which dividends will be subject to a 5% withholding tax if the tax agreement
between Mainland China and the Hong Kong Special Administrative Region applies.
We also described the restrictions and
limitations on our ability to distribute earnings from the Company, including our subsidiaries, to the parent company and U.S. investors,
including foreign exchange restrictions, under the heading “Prospectus Summary—Transfer of Cash Through Our Organization—Restrictions
on Our Ability to Transfer Cash Out of China and to U.S. Investor” section on page 7.
6. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine
to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.
Response: We note the
Staff’s comment, and in response thereto, advise the Staff that on page 3,
2022-01-26 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
January 26, 2022
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd
Amendment No. 3 to Registration Statement on Form F-3
Filed December 23, 2021
File No. 333-259464
Dear Mr. Xie:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Amendment No. 3 to Form F-3 filed December 23, 2021
Cover Page
1.Clearly disclose how you will refer to the holding company and its subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary. For example, disclose, if true, that your subsidiaries
and conduct operations in China and that the holding company does not conduct
operations. Disclose clearly the entity (including the domicile) in which investors are
purchasing an interest.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
January 26, 2022 Page 2
FirstName LastNameWenshan Xie
E-Home Household Service Holdings Ltd
January 26, 2022
Page 2
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
3.We note your disclosure in response to comment 2. Please the discussion to provide a
description of how cash is transferred through your organization and disclose your
intentions to distribute earnings. State whether any transfers, dividends, or distributions
have been made to date between the holding company, its subsidiaries, and/or to investors,
and quantify the amounts where applicable. Provide cross-references to the consolidated
financial statements.
Prospectus Summary, page 1
4.Revise to disclose each permission or approval that you or your subsidiaries are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or your subsidiaries are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your subsidiaries' operations, and state affirmatively whether you
have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
5.Expand the discussion on page 4 to provide a clear description of how cash is transferred
through your organization. Disclose your intentions to distribute earnings. Quantify any
cash flows and transfers of other assets by type that have occurred between the holding
company and its subsidiaries, and the direction of transfer. Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
January 26, 2022 Page 3
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
January 26, 2022
Page 3
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries , to the parent
company and U.S. investors.
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors
Risks Related to Doing Business in China
The Chinese government may intervene or influence our PRC subsidiaries' operations, page 5
7.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Specifically,
clarify that the value of the securities you are registering rather than just your Ordinary
Shares may significantly decline or become worthless.
The approval of the CSRC or other Chinese regulatory agencies may be required, page 9
8.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date. In doing so, please
address the applicability of new regulations that will go into effect on February 15 that
will require internet platform operators holding data of more than 1 million users to
undergo a network security review.
General
9.To the extent you make changes to your registration statement in response to the
comments below, please make conforming changes to your future filings, as applicable.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
January 26, 2022 Page 4
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
January 26, 2022
Page 4
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Stacey Peikin at 202-551-6223 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-12-23 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home
Household Service Holdings Ltd.
Floor
9, Building 14, HaixiBaiyue Town
No.
14 Duyuan Road, Luozhou Town
Cangshan
District, Fuzhou City 350001
People’s
Republic of China
December
23, 2021
U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re:
E-Home
Household Service Holdings Ltd.
Amendment
No. 1 to Registration Statement on Form F-3
Filed November
24, 2021
File No.
333-259464
Ladies
and Gentlemen:
We
hereby submit the responses of E-Home Household Service Holdings Ltd. (the “Company”) to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the
Staff’s letter, dated December 21, 2021, providing the Staff’s comments with respect to the above-referenced Company’s
Registration Statement on Form F-3 (as amended, the “Registration Statement”). Concurrently with the submission of
this letter, the Company is submitting its Amendment No. 3 to the Registration Statement (the “Amendment No. 3”) via
EDGAR with the Commission.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Amendment
No. 2 to Registration Statement on Form F-3 Filed November 24, 2021
Prospectus
Cover Page, page i
1. We
note your disclosure in response to comment 2. Please revise to refrain from using terms
such as "we," "us," or "our" when describing activities or
functions of a subsidiary and clearly disclose how you will separately refer to the holding
company and subsidiaries when providing the disclosure throughout the document so that it
is clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures accordingly.
2. We
note your disclosure in response to comment 3. Please expand the discussion regarding how
cash is transferred through your organization to provide disclosure of whether any transfers
have been made to date and your intentions to distribute earnings or settle amounts owed
under any agreements through your organization.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures on the prospectus cover
page accordingly.
Prospectus
Summary, page 1
3. We
note your revised disclosure in response to comment 4. Please revise to clearly disclose
whether you are required to obtain any approvals to offer securities to foreign investors,
whether you have received such approvals, and the consequences to you and your investors
if you do not receive or maintain the approvals, inadvertently conclude that such approvals
are not required, or applicable laws, regulations, or interpretations change and you are
required to obtain approval in the future.
Response:
We have revised the prospectus summary and addressed the Staff’s comments under the caption “Risk factors summary”
accordingly.
If
you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact the undersigned at +86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc:
Kevin Sun, Esq.
2021-12-21 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
December 21, 2021
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed November 24, 2021
File No. 333-259464
Dear Mr. Xie:
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 November 18, 2021 letter.
Amendment No. 2 to Form F-3 filed November 24, 2021
Prospectus Cover Page, page i
1.We note your disclosure in response to comment 2. Please revise to refrain from using
terms such as "we," "us," or "our" when describing activities or functions of a subsidiary
and clearly disclose how you will separately refer to the holding company and subsidiaries
when providing the disclosure throughout the document so that it is clear to investors
which entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
December 21, 2021 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
December 21, 2021
Page 2
2.We note your disclosure in response to comment 3. Please expand the discussion
regarding how cash is transferred through your organization to provide disclosure of
whether any transfers have been made to date and your intentions to distribute earnings or
settle amounts owed under any agreements through your organization.
Prospectus Summary, page 1
3.We note your revised disclosure in response to comment 4. Please revise to clearly
disclose whether you are required to obtain any approvals to offer securities to foreign
investors, whether you have received such approvals, and the consequences to you and
your investors if you do not receive or maintain the approvals, inadvertently conclude that
such approvals are not required, or applicable laws, regulations, or interpretations change
and you are required to obtain approval in the future.
You may contact Stacey Peikin at 202-551-6223 or Dietrich King at 202-551-8071 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-11-24 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
November 24, 2021
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re: E-Home Household Service Holdings Ltd.
Amendment No. 1 to Registration
Statement on Form F-3
Filed November 2, 2021
File No. 333-259464
Ladies and Gentlemen:
We hereby submit the responses of E-Home Household
Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated November 18, 2021, providing
the Staff’s comments with respect to the above-referenced Company’s Registration Statement on Form F-3 (as amended, the “Registration
Statement”). Concurrently with the submission of this letter, the Company is submitting its Amendment No. 2 to the Registration
Statement (the “Amendment No. 2”) via EDGAR with the Commission.
For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.
Amendment No. 1 to Registration Statement on
Form F-3 Filed November 2, 2021
Prospectus Cover Page, page i
1. We note your response to comment 1. Please disclose prominently on the prospectus cover page that you
are not a Chinese operating company, but are a Nevada holding company with operations conducted by your subsidiaries based in China, and
that this structure involves unique risks to investors. Disclose that investors may never directly hold equity interests in your Chinese
operating entities. Your disclosure should acknowledge, if true, that Chinese regulatory authorities could disallow your operating structure,
which would likely result in a material change in your operations and/or the value of your common stock, including that it could cause
the value of such securities to significantly decline or become worthless. Provide a cross reference to your detailed discussion of risks
facing the company and the offering as a result of your operating structure.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures on the prospectus cover page
accordingly. Please be advised that E-Home Household Service Holdings Ltd. is a Cayman Islands exempted holding company and is authorized
to issue ordinary shares under its amended and restated memorandum and articles of association.
2. We note your response to comment 3. Revise the disclosure on the prospectus cover page to clearly disclose
how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain
from using terms such as “we” or “our” when describing activities or functions of a subsidiary. Disclose clearly
the entity (including the domicile) in which investors are purchasing their interest.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures on the prospectus cover page
accordingly.
U.S. Securities and Exchange Commission
November 24, 2021
Page 2
3. Provide a description of how cash is transferred through your organization and disclosure regarding
your intentions to distribute earnings or settle amounts owed under any agreements. State whether any transfers, dividends, or distributions
have been made to date.
Response: We note the
Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures on the prospectus cover page accordingly.
Prospectus Summary,
page 1
4. Please disclose whether you are required to obtain any approvals to offer securities to foreign investors,
whether you have received such approvals and the consequences to you and your investors if you do not receive or maintain the approvals,
inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and you are required
to obtain approval in the future.
Response: We have revised
the prospectus summary and addressed the Staff’s comments accordingly.
5. Please revise the fourth bullet on page 2 under "Risk Factors Summary" to acknowledge, if
true, that it is your belief that you are not required to obtain approval or prior permission of this offering under the Chinese laws
and regulations currently in effect and provide the basis for your belief.
Response:
We have revised the prospectus summary and addressed the Staff’s comments accordingly.
Risk Factors
The approval
of the CSRC or other Chinese regulatory agencies may be required, page 9
6. We note your disclosure in response to comment 13. Please amend your disclosure to acknowledge, if
true, the uncertainty inherent in relying upon an opinion of counsel in connection with whether approval of your offerings to foreign
investors is required. Please file the opinion of Tian Yuan Law Firm as an exhibit to the registration statement, or tell us why you believe
you are not required to do so. In addition, the header of this risk factor relates to future overseas capital-raising activities under
Chinese law but does not appear to relate to risks and uncertainties regarding the current offering as well.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures in the risk factor and filed
the opinion of Tian Yuan Law Firm as an exhibit to the Amendment No.2.
U.S. Securities and Exchange Commission
November 24, 2021
Page 3
If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +86-591-87590668 or
Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc: Kevin Sun, Esq.
2021-11-18 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
November 18, 2021
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-3
Filed November 2, 2021
File No. 333-259464
Dear Mr. Xie:
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 September 29, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-3 Filed November 2, 2021
Prospectus Cover Page, page i
1.We note your response to comment 1. Please disclose prominently on the prospectus
cover page that you are not a Chinese operating company, but are a Nevada holding
company with operations conducted by your subsidiaries based in China, and that this
structure involves unique risks to investors. Disclose that investors may never directly
hold equity interests in your Chinese operating entities. Your disclosure should
acknowledge, if true, that Chinese regulatory authorities could disallow your operating
structure, which would likely result in a material change in your operations and/or the
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
November 18, 2021 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
November 18, 2021
Page 2
value of your common stock, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross reference to your detailed
discussion of risks facing the company and the offering as a result of your operating
structure.
2.We note your response to comment 3. Revise the disclosure on the prospectus cover page
to clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary. Disclose clearly the entity (including the domicile)
in which investors are purchasing their interest.
3.Provide a description of how cash is transferred through your organization and disclosure
regarding your intentions to distribute earnings or settle amounts owed under any
agreements. State whether any transfers, dividends, or distributions have been made to
date.
Prospectus Summary, page 1
4.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
5.
Please revise the fourth bullet on page 2 under "Risk Factors Summary" to acknowledge,
if true, that it is your belief that you are not required to obtain approval or prior permission
of this offering under the Chinese laws and regulations currently in effect and provide the
basis for your belief.
Risk Factors
The approval of the CSRC or other Chinese regulatory agencies may be required, page 9
6.We note your disclosure in response to comment 13. Please amend your disclosure to
acknowledge, if true, the uncertainty inherent in relying upon an opinion of counsel in
connection with whether approval of your offerings to foreign investors is required.
Please file the opinion of Tian Yuan Law Firm as an exhibit to the registration statement,
or tell us why you believe you are not required to do so. In addition, the header of this
risk factor relates to future overseas capital-raising activities under Chinese law but does
not appear to relate to risks and uncertainties regarding the current offering as well.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
November 18, 2021 Page 3
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
November 18, 2021
Page 3
You may contact Stacey Peikin at 202-551-6223 or Jacqueline Kaufman at 202-551-
3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2021-11-02 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home
Household Service Holdings Ltd.
Floor
9, Building 14, HaixiBaiyue Town
No.
14 Duyuan Road, Luozhou Town
Cangshan
District, Fuzhou City 350001
People’s
Republic of China
November
2, 2021
U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacey Peikin
Re:
E-Home
Household Service Holdings Ltd.
Registration
Statement on Form F-3
Filed September
10, 2021
File No.
333-259464
Ladies
and Gentlemen:
We
hereby submit the responses of E-Home Household Service Holdings Ltd. (the “Company”) to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the
Staff’s letter, dated September 29, 2021, providing the Staff’s comments with respect to the above-referenced Company’s
Registration Statement on Form F-3 (as amended, the “Registration Statement”). Concurrently with the submission of
this letter, the Company is submitting its Amendment No. 1 to the Registration Statement (the “Amendment No. 1”) via
EDGAR with the Commission.
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Registration
Statement on Form F-3 Filed September 10, 2021
Prospectus
Cover Page, page i
1. We
note your current disclosure on page i. Please revise to explain whether the VIE structure
is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits
direct foreign investment in the operating companies, and disclose that investors may never
directly hold equity interests in the Chinese operating company. Your disclosure should acknowledge
that Chinese regulatory authorities could disallow this structure, which would likely result
in a material change in your operations and/or value of the securities being offered in this
registration statement, including that it could cause the value of such securities to significantly
decline or become worthless.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that as disclosed in the Amendment No. 1, we dissolved the
Company’s VIE structure in October 2021 and as a result, we believe we are no longer subject to the risks indicated in the above
comment.
2. We
note your current disclosure on page i. Provide prominent disclosure about the legal and
operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of the securities being offered in
this registration statement or could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities
to significantly decline or be worthless. Your disclosure should address how recent statements
and regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, has or may impact the company’s
ability to conduct its business, accept foreign investments, or list on an U.S. or other
foreign exchange. Your prospectus summary should address, but not necessarily be limited
to, the risks highlighted on the prospectus cover page.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures on the prospectus cover
page accordingly.
U.S.
Securities and Exchange Commission
November
2, 2021
Page
2
3. Clearly
disclose how you will refer to the holding company, subsidiaries, and VIEs when providing
the disclosure throughout the document so that it is clear to investors which entity the
disclosure is referencing and which subsidiaries or entities are conducting the business
operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that as disclosed in the Amendment No. 1, we dissolved the
Company’s VIE structure in October 2021. We also revised our disclosures in the Amendment No.1 to ensure that it is clear to investors
which entity the disclosure is referencing and which subsidiaries or entities are ducting the business operations.
4. Please
revise to add a prospectus summary and address the following comments in that section.
Response:
We have added a prospectus summary and addressed the Staff’s comments in that section.
5. Disclose
clearly that the company uses a structure that involves a VIE based in China and what that
entails and provide early in the summary a diagram of the company’s corporate structure,
including who the equity ownership interests are of each entity. Describe all contracts and
arrangements through which you purport to obtain economic rights and exercise control that
results in consolidation of the VIE’s operations and financial results into your financial
statements. Identify clearly the entity in which investors are purchasing their interest
and the entity(ies) in which the company’s operations are conducted. Describe the relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur substantial
costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the
status of the rights of the Cayman Islands holding company with respect to its contractual
arrangements with the VIE, its founders and owners, and the challenges the company may face
enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional
limits.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that as disclosed in the Amendment No. 1, we dissolved the
Company’s VIE structure in October 2021 and as a result, we do not believe this comment is applicable to the Company.
6. Revise
your disclosure to include a summary of risk factors, and disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in
China poses to investors. In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in your operations and/or the value of your common
stock. Acknowledge any risks that any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we revised our disclosures to include a required summary
of risk factors.
U.S.
Securities and Exchange Commission
November
2, 2021
Page
3
7. Disclose
each permission that you, your subsidiaries or your VIEs are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors. State whether you,
your subsidiaries, or VIEs are covered by permissions requirements from the CSRC, CAC or
any other entity that is required to approve of the VIE’s operations, and state affirmatively
whether you have received all requisite permissions and whether any permissions have been
denied.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we added a sub-section entitled “Regulatory Permissions
and Developments” in the section of “Prospectus Summary” on Page 3.
8. Provide
a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash
flows and transfers of other assets by type that have occurred between the holding company,
its subsidiaries, and consolidated VIEs, and direction of transfer. Quantify any dividends
or distributions that a subsidiary or consolidated VIE have made to the holding company and
which entity made such transfer, and their tax consequences. Similarly quantify dividends
or distributions made to U.S. investors, the source, and their tax consequences. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from your businesses, including subsidiaries and/or consolidated
VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed
under the VIE agreements.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that we added a sub-section entitled “Dividends and
other Distributions” in the section of “Prospectus Summary” on Page 4.
9. We
note that the consolidated VIEs constitute a material part of your consolidated financial
statements. Please provide in tabular form condensed consolidating schedule - depicting the
financial position, cash flows and results of operations for the parent, the consolidated
variable interest entities, and any eliminating adjustments separately - as of the same dates
and for the same periods for which audited consolidated financial statements are required.
Highlight the financial statement information related to the variable interest entity and
parent, so an investor may evaluate the nature of assets held by, and the operations of,
entities apart from the variable interest entity, which includes the cash held and transferred
among entities.
Response:
We note the Staff’s comment, and in response thereto, advise the Staff that as disclosed in the Amendment No. 1, we dissolved the
Company’s VIE structure in October 2021 and as a result, we believe this comment is no longer applicable to the Company.
10. Disclose
that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and
that as a result an exchange may determine to delist your securities. If the PCAOB has been
or is currently unable to inspect your auditor, revise your disclosure to so state. Include
this as a risk factor in your "Risk Factors."
Response: We note the Staff’s
comment, and in response thereto, advise the Staff that we revised our disclosures to include a summary risk factor to disclose that trading
in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or fully investigate our auditor, and that as a result an exchange may determine to delist our securities. We have also revised disclosures
in the section “Risk Factors—Risks Related to Doing Business in China” to include the following risk factor: “The
increased regulatory scrutiny focusing on U.S.-listed companies with significant operations in China in the U.S. could add uncertainties
to our business operations, share price and reputation.
2021-09-29 - UPLOAD - E-Home Household Service Holdings Ltd
United States securities and exchange commission logo
September 29, 2021
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd
Registration Statement on Form F-3
Filed September 10, 2021
File No. 333-259464
Dear Mr. Xie:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3 Filed September 10, 2021
Prospectus Cover Page, page i
1.We note your current disclosure on page i. Please revise to explain whether the VIE
structure is used to replicate foreign investment in Chinese-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never directly hold equity interests in the Chinese operating company.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or
value of the securities being offered in this registration statement, including that it could
cause the value of such securities to significantly decline or become worthless.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
September 29, 2021 Page 2
FirstName LastNameWenshan Xie
E-Home Household Service Holdings Ltd
September 29, 2021
Page 2
2.We note your current disclosure on page i. Provide prominent disclosure about the legal
and operational risks associated with being based in or having the majority of the
company’s operations in China. Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of the securities being
offered in this registration statement or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page ii
4.Please revise to add a prospectus summary and address the following comments in that
section.
5.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in the summary a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity. Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements. Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted. Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
6.Revise your disclosure to include a summary of risk factors, and disclose the risks that
your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
September 29, 2021 Page 3
FirstName LastNameWenshan Xie
E-Home Household Service Holdings Ltd
September 29, 2021
Page 3
these risks in the prospectus. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any time,
or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of your common stock. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
7.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors. State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
8.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
9.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required. Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
10.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
September 29, 2021 Page 4
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
September 29, 2021
Page 4
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state. Include this as a risk factor in your "Risk Factors."
Risk Factors, page 3
11.We note your current disclosure on page 3. Revise your risk factors to acknowledge that if
the PRC government determines that the contractual arrangements constituting part of
your VIE structure do not comply with PRC regulations, or if these regulations change or
are interpreted differently in the future, the value of your securities may decline in value
or become worthless if you are unable to assert your contractual control rights over the
assets of your PRC subsidiaries that conduct all or substantially all of your operations.
12.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities being offered in this
registration statement. Also, given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, acknowledge the risk that any
such action could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
13.We note your current disclosure on pages 7-8. In light of recent events indicating greater
oversight by the Cyberspace Administration of China over data security, please revise
your disclosure to explain how this oversight impacts your business and your offering and
to what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
September 29, 2021 Page 5
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
September 29, 2021
Page 5
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Stacey Peikin at 202-551-6223 or Jacqueline Kaufman at 202-551-3797
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
2020-03-26 - CORRESP - E-Home Household Service Holdings Ltd
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filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
March 26, 2020
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Charles Eastman
Re: E-Home Household Service Holdings Ltd.
Amendment No. 3 to Registration
Statement on Form F-1
Filed March 23, 2020
File No. 333-233468
Ladies and Gentlemen:
We hereby submit the responses of E-Home
Household Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated March 25, 2020, providing the Staff’s
comments with respect to the Company’s Amendment No. 3 to Registration Statement on Form F-1 (as amended, the “Registration
Statement”).
For the convenience of the Staff, the
Staff’s comment is included and followed by the response of the Company. Unless the context indicates otherwise,
references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.
Form F-1/A filed March 23, 2020
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview,
page 37
1. We note your risk factor disclosure highlighting the material
adverse effect of the Coronavirus on your business operations during February 2020 (as compared to February 2019). We also note
your MD&A discussion focusing on the recent growth of your business (represented by a comparison of revenues and net income
between June 30, 2018 and June 30, 2019). Expand this discussion to address the reasonably known effect of the Coronavirus pandemic
on these growth indicators for fiscal 2020. For example, in light of changing trends and the overall economic outlook since June
30, 2019, discuss how you expect the pandemic to impact your future operating results and near-and-long-term financial condition.
Response:
We have expanded our disclosures in Management's Discussion and Analysis of Financial Condition and Results of Operations to address
the reasonably known effect of the Coronavirus pandemic on growth indicators for fiscal 2020.
If you would like to discuss any of
the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at
+86-591-87590668 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc: Kevin Sun, Esq.
2020-03-26 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
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filename1.htm
Joseph Stone Capital,
LLC
200 Old Country Road,
Suite 610
Mineola, New York 11501
March 26, 2020
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Charles Eastman
Re:
E-Home Household Service Holdings Limited
Registration Statement on Form F-1, as amended
File No. 333-233468
Dear Mr. Eastman:
In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby join in the
request for the acceleration of the effective date of the above-referenced Registration Statement of E-Home Household Service Holdings
Limited (the “Company”) so that it will become effective at 4:00 p.m., Eastern Time, on Monday, March 30, 2020,
or as soon thereafter as practicable.
Please
contact Elliot H. Lutzker, Esq. of Davidoff Hutcher & Citron LLP, counsel to Joseph Stone Capital, LLC, at (516) 383-1808 or
via email at ehl@dhclegal.com if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this
matter.
Very truly yours,
Joseph Stone Capital, LLC
By:
/s/ Damian Maggio
Name:
Damian Maggio
Title:
Chief Executive Officer
2020-03-26 - CORRESP - E-Home Household Service Holdings Ltd
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filename1.htm
E-Home Household
Service Holdings Limited
Floor 9, Building 14,
HaixiBaiyue Town
No. 14 Duyuan Road,
Luozhou Town
Cangshan District,
Fuzhou City 350001
People’s Republic
of China
March 26, 2020
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Charles Eastman
Re: E-Home Household Service Holdings Limited
Registration Statement on Form F-1, as
amended
File No. 333-233468
Dear Mr. Eastman:
In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the
acceleration of the effective date of the above-referenced Registration Statement of E-Home Household Service Holdings Limited
(the “Company”) so that it will become effective at 4:00 p.m., Eastern Time, on Monday, March 30, 2020, or as
soon thereafter as practicable.
Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel of the Company, at (202) 618-1519 to provide notice of effectiveness, or
if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.
Very truly yours,
E-Home Household Service Holdings Limited
By:
/s/ Wenshan Xie
Name:
Wenshan Xie
Title:
Chief Executive Officer
cc: Kevin (Qixiang) Sun, Bevilacqua PLLC
2020-03-25 - UPLOAD - E-Home Household Service Holdings Ltd
March 25, 2020
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 23, 2020
File No. 333-233468
Dear Mr. Xie:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 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 these comments, we may have additional comments.
Form F-1/A filed March 23, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 37
1.We note your risk factor disclosure highlighting the material adverse effect of the
Coronavirus on your business operations during February 2020 (as compared to February
2019). We also note your MD&A discussion focusing on the recent growth of your
business (represented by a comparison of revenues and net income between June 30, 2018
and June 30, 2019). Expand this discussion to address the reasonably known effect of the
Coronavirus pandemic on these growth indicators for fiscal 2020. For example, in light of
changing trends and the overall economic outlook since June 30, 2019, discuss how you
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
March 25, 2020 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
March 25, 2020
Page 2
expect the pandemic to impact your future operating results and near-and-long-term
financial condition.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Larry Spirgel,
Assistant Director, at (202) 551-3810 with any other questions
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Kevin Sun, Esq.
2020-03-03 - CORRESP - E-Home Household Service Holdings Ltd
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E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
March 3, 2020
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Charles Eastman
Re:
E-Home Household Service Holdings Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed February 14, 2020
File No. 333-233468
Ladies and Gentlemen:
We hereby submit the responses of E-Home
Household Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated February 25, 2020, providing the Staff’s
comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form F-1 (as amended, the “Registration
Statement”).
For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Amendment No.1 to Form F-1 filed February
14, 2020
Risk Factors
We face risks related to natural disasters,
health epidemics and other outbreaks, which could significantly disrupt our operations, page 14
1. We note your disclosure about how the outbreak of the coronavirus
“could materially disrupt our business and operations” and that there can be “no assurance of growth in the fiscal
year ended June 30, 2020, as a result of the adverse economic effect of the coronavirus.” Please expand your disclosure to
discuss the reasonably likely known effects of the coronavirus on your results of operation and financial condition for fiscal
2020.
Response:
We have expanded our disclosures in this risk factor to discuss the reasonably likely known effects of the coronavirus on our results
of operation and financial condition for fiscal 2020.
If you would like to discuss any of the
responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +86-591-87590668
or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive Officer
cc: Kevin Sun, Esq.
2020-02-25 - UPLOAD - E-Home Household Service Holdings Ltd
February 25, 2020
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed February 14, 2020
File No. 333-233468
Dear Mr. Xie:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 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 these comments, we may have additional comments.
Amendment No. 1 to Form F-1 filed February 14, 2020
Risk Factors
We face risks related to natural disasters, health epidemics and other outbreaks, which could
significantly disrupt our operations, page 14
1.We note your disclosure about how the outbreak of the coronavirus "could materially
disrupt our business and operations" and that there can be "no assurance of growth in the
fiscal year ended June 30, 2020, as a result of the adverse economic effect of the
coronavirus." Please expand your disclosure to discuss the reasonably likely known
effects of the coronavirus on your results of operation and financial condition for fiscal
2020.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
February 25, 2020 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
February 25, 2020
Page 2
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Larry Spirgel,
Assistant Director, at (202) 551-3810 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Kevin Sun, Esq.
2019-08-26 - CORRESP - E-Home Household Service Holdings Ltd
CORRESP
1
filename1.htm
E-Home Household Service Holdings Ltd.
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
August 26, 2019
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Gregory Dundas
Re: E-Home Household Service Holdings Ltd.
Amended Draft Registration Statement on Form F-1
Submitted August 1, 2019
CIK No. 0001769768
Ladies and Gentlemen:
We hereby submit the responses of E-Home
Household Service Holdings Ltd. (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated August 7, 2019, providing the Staff’s
comments with respect to the Company’s Amended Draft Registration Statement on Form F-1 (as amended, the “Registration
Statement”).
For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Amended DRS on Form F-1 submitted August
1, 2019
Principal Shareholders, page 74
1. We note footnote (4) to the beneficial ownership table indicating
the voting agreement between E-home Group Limited and Lucky Max Global Limited. As a result of this agreement, it appears that
Mr. Xie is the beneficial owner of approximately 54% of the company’s shares. Please revise the table, the chart depicting
your corporate structure on page 49, and include a risk factor highlighting Mr. Xie’s controlling interest in the company.
Response:
We have revised the principal shareholder table, the chart depicting our corporate structure and included risk factors in accordance
with the Staff’s comment.
2. As you have now disclosed the minimum and maximum number of shares
to be offered, please complete the table in your next submission.
Response:
We have completed the principal shareholders table assuming an initial public offering price of $4.5 per share, which is the midpoint
of the estimated range of the initial public offering price shown in the registration statement.
If you would like to discuss any of the
responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at +86-591-87590668
or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).
Sincerely,
E-Home Household Service Holdings Ltd.
By:
/s/ Wenshan Xie
Wenshan Xie
Chief Executive OfficerKevin Sun, Esq.
cc: Kevin Sun, Esq.
2019-08-07 - UPLOAD - E-Home Household Service Holdings Ltd
August 7, 2019
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd.
Amended Draft Registration Statement on Form F-1
Submitted August 1, 2019
CIK No. 0001769768
Dear Mr. Xie:
We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended DRS on Form F-1 submitted August 1, 2019
Principal Shareholders, page 74
1.We note footnote (4) to the beneficial ownership table indicating the voting agreement
between E-home Group Limited and Lucky Max Global Limited. As a result of this
agreement, it appears that Mr. Xie is the beneficial owner of approximately 54% of the
company's shares. Please revise the table, the chart depicting your corporate structure on
page 49, and include a risk factor highlighting Mr. Xie's controlling interest in the
company.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
August 7, 2019 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
August 7, 2019
Page 2
2.As you have now disclosed the minimum and maximum number of shares to be offered,
please complete the table in your next submission.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding the
financial statements and related matters. Please contact Gregory Dundas, Attorney-Adviser, at
(202) 551-3436 or Larry Spirgel, Assistant Director, at (202) 551-3810 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc: Kevin Sun, Esq.
2019-07-17 - UPLOAD - E-Home Household Service Holdings Ltd
July 17, 2019
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd.
Amended Draft Registration Statement on Form F-1
Submitted July 11, 2019
CIK No. 0001769768
Dear Mr. Xie:
We have reviewed your amended draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. 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 draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amended Draft Registration Statement on Form F-1
Notes to the Consolidated Financial Statements
Note 1 - Organization and Nature of Operations
Reorganization, page F-7
1.We note your response to comments 7 and 8, and the disclosure provided on pages 49, F-7
and F-32. Please explain to us, in detail, the basis for your conclusion that the entities in
the reorganization were under common control during the periods covered in your
financial statements. As part of your response, please identify for us the individual that
controlled Fuzhou Bangchang Technology Co. Ltd. immediately prior to the
reorganization, describe the basis for their control, indicate the percentage ownership that
was held, and indicate when they obtained control. Also, please tell us the individual that
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
July 17, 2019 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
July 17, 2019
Page 2
controlled Pingtan Comprehensive Experimental Area E Home Service Co.,
Ltd. immediately prior to the reorganization, explain to us the basis for their control,
indicate for us the percentage ownership that was held, and indicate when they obtained
control.
Condensed Financial Information of the parent company, page F-23
2.We note you record your investment in your subsidiary under the equity method of
accounting. Please clarify why there is no change in the investment in subsidiary balance
period over period. In addition, you disclose that the income of the subsidiary is presented
as “share of income of subsidiary" but there does not appear to be a related caption in the
financial statements as presented.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Gregory Dundas,
Attorney-Adviser, at (202) 551-3436 or Larry Spirgel, Assistant Director, at (202) 551-3810 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc: Kevin Sun, Esq.
2019-05-21 - UPLOAD - E-Home Household Service Holdings Ltd
May 20, 2019
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd.
Amended Draft Registration Statement on Form F-1
Submitted May 10, 2019
CIK No. 0001769768
Dear Mr. Xie:
We have reviewed your amended draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Our references to prior comments are to comments in our April 10, 2019 letter.
Form DRS/A filed May 10,2019
Prospectus Summary, page 1
1.In your response to our prior comment 2, you disclose that “[r]egistered members are
those customers who followed our WeChat official account and provided their profiles,
including their phone numbers or WeChat User IDs.” Please revise to clarify why you
believe the number of registered members is a useful metric and how it relates to your
generation of revenues. For example, disclose the number of registered users who were
paying customers and used your services in each period discussed.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
May 20, 2019 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
May 20, 2019
Page 2
Use of Proceeds, page 32
2.We note your disclosure in response to our prior comment 4. To provide context, please
quantify how much of your net offering proceeds would likely be available for investment
in your PRC operations. For example, quantify the current statutory limits on your ability
to loan or make capital contributions to your PRC subsidiary and to make loans to your
VIEs. Also disclose, if true, that you expect the IPO proceeds to be used in China in the
form of RMB and, therefore, your PRC subsidiary, VIEs and their subsidiaries will need
to convert any capital contributions or loans from U.S. dollars to RMB.
Financial Statments, page F-1
3.We note your response to comment 11 however, we continue to believe you should
provide condensed financial statements of the registrant required by 12-04 of Regulation
S-X.
Revenue Recognition, page F-12
4.We note in your response to comment 14, the Company is obligated to provide market
development and to provide customer information to the service outlet. Please explain to
us the nature of the Company's performance obligations to the home appliance services
and housekeeping services end customers. Tell us if the end customer believes they have
engaged the Company or the service outlet to perform the service. In this regard, tell us if
the end customer contracts separately with the service outlet. If not, explain how the end
customer and the service outlet reach an understanding with respect to the services that are
to be performed. Also, explain how disputes concerning the quality of service
are resolved between the service outlet, the Company, and the end customer.
5.We note in your response to comment 14 the service outlet is responsible for
collection. Tell us if the Company has an obligation to pay the service outlet in the event
they are unable to collect from the end customer. Also, tell us if the service outlet is
obligated to pay the Company in the event they are unable to collect from the end
customer.
Note 3 - Accounts Receivable, Net, page F-16
6.We note in your response to comment 14 the service outlet is responsible for collection.
Please indicate in this footnote the amount of account receivable that is due from your
service outlets and the amount due from the end customer. Also, with respect to the
amount of receivables due from your service outlet, please clarify if the
accounts receivable is stated net of the amount of any fee due to the service outlet, i.e.
stated in the amount of cash you anticipate will ultimately be collected.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
May 20, 2019 Page 3
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
May 20, 2019
Page 3
Consolidated Statements of Changes in Shareholders' Equity, page F-27
7.Please provide us a detailed reconciliation of the opening balance of retained earnings of
$1,369,024 as of June 30, 2016 and the June 30, 2016 year-end balance reported in the
Company's financial statements filed with the Shanghai Equity Exchange.
Consolidated Statements of Cash Flows, page F-28
8.Please provide us a detailed reconciliation of the amount of cash and cash equivalents at
beginning of fiscal year 2017 of $2,770,719 and the June 30, 2016 year-end balance
reported in the Company's financial statements filed with the Shanghai Equity Exchange.
General
9.In response to our prior comment 18, you provided supplemental materials that are in
Chinese with only portions translated to English. Please provide us with fully translated
copies so that we may better evaluate the materials.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Greg Dundas, Staff
Attorney, at (202) 551-3436 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
2019-04-10 - UPLOAD - E-Home Household Service Holdings Ltd
April 10, 2019
Wenshan Xie
Chief Executive Officer
E-Home Household Service Holdings Ltd
Floor 9, Building 14, HaixiBaiyue Town
No. 14 Duyuan Road, Luozhou Town
Cangshan District, Fuzhou City 350001
People’s Republic of China
Re:E-Home Household Service Holdings Ltd.
Draft Registration Statement on Form F-1
Submitted March 14, 2019
CIK No. 0001769768
Dear Mr. Xie:
We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS Form F-1
Prospectus Summary, page 1
1.Disclose the basis for your statement that the company is "one of the leading household
services companies in China."
2.Please define the metric "registered members."
3.Please revise to definitively state whether the company intends to take advantage of the
reduced reporting requirements allowed for Emerging Growth Companies.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
April 10, 2019 Page 2
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
April 10, 2019
Page 2
Use of Proceeds, page 32
4.In light of the PRC regulatory restrictions imposed upon foreign investment in a PRC
subsidiary by an offshore holding company, clarify whether the company intends on
seeking government approval for investment in the operations of the VIEs, and if so, how
much.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 38
5.Highlight management's plans and reasons behind the expansion into
"telecommunications-related businesses."
Corporate History and Structure, page 48
6.Please revise to clarify the reason or reasons for using the VIE structure for your
business. State whether there was any reason why the VIE structure was required to
accommodate your current business model or whether it was strictly due to your plans to
engage in telecommunications-related business.
7.Identify the shareholders who control the equity ownership in your VIEs in the chart. In
addition show their expected, post-offering ownership interest in the company.
Taxation
PRC Taxation, page 83
8.We note that the company will be dependent upon funds generated by its VIEs in China.
Confirm that income generated by these VIEs is subject to a 25% tax rate and whether
there is a possibility for double taxation on any funds then transferred to the company.
Underwriting, page 88
9.Please identify your lead underwriters in your next submission.
Financial Statements, page F-1
10.Please include interim financial statements in your next amendment. The interim financial
statements should cover at least the first 6 months of your fiscal year.
11.Please provide condensed financial statements of the registrant, pursuant to 5-04 of
Regulation S-X, or advise us. The financial statements should provide the information
required by 12-04 of Regulation S-X.
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
April 10, 2019 Page 3
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
April 10, 2019
Page 3
General, page F-10
12.You disclose that you provide integrated household services through your WeChat
platform. Please expand your disclosure to describe how you account for your software
development costs, if material.
Note 2 - Significant Accounting Polices
Inventories, page F-11
13.We note your disclosure of your accounting polices for Inventories. As there is not a
separate caption for inventories in the financial statements you have presented, please
describe the nature of the inventories covered by the policy and where they appear in your
financial statements, if material.
Revenue Recognition, page F-12
14.You disclose on page 54 that for both home appliance services and housekeeping services,
you partner with service stores and/or individuals to deliver on-site services to your
customers. We also note that as part of your installation and maintenance services, you
may sell accessories. Please clarify the nature of the goods and services for which you
recognize revenue on a gross basis and those for which you recognize revenue on a net
basis. In addition, provide us with a comprehensive analysis regarding how you
concluded you were the principal or agent in the related arrangements.
Recent Accounting Pronouncements, page F-16
15.On page F-16 you disclose that you have "adopted ASU 2014-09, and its related clarifying
ASUs, during the year ended June 30, 2018." You further disclose that "There were no
contracts existing prior to this date and therefor no cumulative effect adjustment was
required." Please reconcile this disclosure with those found on page 43 and page F-13. In
particular, we note that you have "adopted this standard on November 1, 2018 and are
using a modified retrospective adoption approach." You also indicate that you are still
finalizing your analysis of adopting Topic 606. To the extent you adopted ASC 606
during the year ended June 30, 2018, please revise to provide the disclosures specified in
ASC 606-10-50-12 and 50-17.
Note 12 - Equity, page F-19
16.Please expand your disclosure to fully comply with 4-08(e) of Regulation S-X, including
the requirements of 4-08(e)(3) with respect to your PRC based subsidiaries and VIEs.
General
17.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
FirstName LastNameWenshan Xie
Comapany NameE-Home Household Service Holdings Ltd
April 10, 2019 Page 4
FirstName LastName
Wenshan Xie
E-Home Household Service Holdings Ltd
April 10, 2019
Page 4
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Similarly, please supplementally provide us
with any research reports about you that are published or distributed in reliance upon
Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our
Business Startups Act by any broker or dealer that is participating or will participate in
your offering.
18.We note references to third-party information throughout the prospectus, including, but
not limited to, references to Zhiyan Consulting. Please provide us with marked copies of
any materials that support third-party statements, clearly cross-referencing a statement
with the underlying factual support. Additionally, please tell us if any reports were
commissioned by you for use in connection with this registration statement and, if so,
please file the consent as an exhibit.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3794 if you have questions regarding
comments on the financial statements and related matters. Please contact Gregory Dundas,
Attorney Advisor, at (202) 551-3436 or Larry Spirgel, Assistant Director, at (202) 551-3810 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc: Kevin Sun, Esq.