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.
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.
FirstName LastNameWenshan Xie
11. Please provide condensed financial statements of the registrant,
pursuant to 5-04 of
Comapany NameE-Home Household The financial statements should provide the
information
Regulation S-X, or advise us. Service Holdings Ltd
April 10, 2019 Page 2 of Regulation S-X.
required by 12-04
FirstName LastName
Wenshan Xie
FirstName LastNameWenshan Xie Ltd
E-Home Household Service Holdings
Comapany NameE-Home Household Service Holdings Ltd
April 10, 2019
April 3 2019 Page 3
Page 10,
FirstName LastName
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,
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,
FirstName LastNameWenshan Xie
Division of Corporation
Finance
Comapany NameE-Home Household Service Holdings Ltd
Office of Telecommunications
April 10, 2019 Page 4
cc: Kevin Sun, Esq.
FirstName LastName