Mail Stop 0308
May 9, 2005
VIA U.S. MAIL AND FACSIMILE
Yu Chuan Yih
President and Chief Executive Officer
LJ International, Inc.
Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street
Hung Hom, Kowloon, Hong Kong
Re: LJ International, Inc.
Registration Statement on Form F-3
Filed April 26, 2005
File No. 333-124326
Dear Mr. Yih:
We have reviewed your filing and have the following
comments.
Please be aware that we have limited our review to your Selling
Shareholder section. Where indicated, we think you should revise
your document in response to these comments. If you disagree, we
will consider your explanations as to why our comments are
inapplicable or revisions are unnecessary. Please be as detailed
as
necessary in your explanations. If appropriate, you may provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Selling Shareholder, page 14
1. For your selling shareholder, please identify the beneficial
owner
that has the ultimate voting or investment control over the shares
listed on page 14 of your document. See Rule 12g3-2(1) under the
Securities Exchange Act of 1934 and Interpretation 60 under
Section
I. Regulation S-K in the Division of Corporation Finance`s Manual
of
Publicly Available Telephone Interpretations (July 1997).
2. Please tell us whether your selling shareholder is a broker-
dealer
or affiliated with a broker-dealer. If your selling shareholder
is a
broker-dealer, please disclose that it is an "underwriter" within
the
meaning of the Securities Act of 1933. Also, you should revise
this
section, your prospectus cover page, and your Plan of Distribution
section to state that the selling shareholder is a broker-dealer,
and
to state that it is also an underwriter with respect to the shares
that it is offering for resale.
3. Also, if your selling shareholder is an affiliate of a broker-
dealer, please disclose, if true, that:
* the seller purchased the shares in the ordinary course of
business,
and
* at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
If these statements are not true for your selling shareholder,
then
the prospectus must state that the selling shareholder is an
underwriter.
4. Please state the number and class of securities offered by your
selling shareholder, the percentage of the existing equity
capital,
and the amount and percentage of the securities the selling
shareholder will hold before and immediately after the offering.
See
Item 4 of Form F-3 and Item 9.D.2 of Form 20-F.
* * * * * *
As appropriate, please amend your registration statement in
response to this comment. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your response to our
comment and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comment, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact John Fieldsend, Staff Attorney, at (202)
551-
3343, David Mittelman, Legal Branch Chief, at (202) 551-3214, or
me
at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Andrew N. Bernstein, Esq.
Andrew N. Bernstein, P.C.
Via Fax: (303) 770-7332
??
??
??
??
LJ International, Inc.
May 9, 2005
Page 1