Exhibit 99.4
November 27, 2019
VIA EDGAR
Ms. Bonnie Baynes
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, N.E.
Mail Stop 4631
Washington, DC 20549
| Re: | Qilian International Holding Group Ltd. |
Amended Registration Statement on Form F-1 CIK No. 0001779578 | |
| Request for Waiver and Representation under Item 8.A.4 of Form 20-F |
Dear Ms. Baynes:
The undersigned, Qilian International Holding Group Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), is submitting this letter to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s amended registration statement on Form F-1 filed on November 27, 2019 (the “Amendment No.1”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.
The Company has included in the Amendment No.1 its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States, as of September 30, 2018 and 2017, and for each of the two fiscal years ended September 30, 2018 and 2017, and unaudited interim consolidated financial statements as of March 31, 2019, and for each of the six-month periods ended March 31, 2019 and 2018.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”).See alsoDivision of Corporation Finance,Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.”See also the 2004 release entitledInternational Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with this waiver request, the Company represents to the Commission that:
| 1. | The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period. | |
| 2. | Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. | |
| 3. | The Company does not anticipate that its audited financial statements for the fiscal year ended September 30, 2019, will be available until December 2019. | |
| 4. | In no event will the Company seek effectiveness of the Amendment No.1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering. |
The Company will file this letter as an exhibit to the Amendment No.1 pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
| Sincerely, | |
| /s/ Zhanchang Xin | |
| Zhanchang Xin, Chief Executive Officer |
