May 31, 2019
Jia Sheng
Chief Executive Officer and Director
Hunter Maritime Acquisition Corp.
Tower A, WangXin Building
28 Xiaoyun Rd
Chaoyang District, Beijing, 100027
Re: Hunter Maritime Acquisition Corp.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 30, 2019
File No. 001-37947
Dear Mr. Sheng:
We have limited our review of your filing to the financial statements
and related
disclosures 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 Fiscal Year Ended December 31, 2018
Information on the Company
Business Overview
Overview, page 31
1. Please revise your disclosure in future filings to include a detailed
discussion of the
expected impact new regulations will have on your business. For example,
discuss how
the "three reductions" notice received by Beijing Oriental could impact
your business.
2. We note your disclosure in the penultimate paragraph that you provide
investors with
attractive returns. Please explain to us, and revise your future filings
to clarify, what you
mean by the phrase "we provide investors with attractive returns".
Quantify the amounts
of returns that you provide to investors.
Jia Sheng
FirstName LastNameJia Sheng
Hunter Maritime Acquisition Corp.
Comapany NameHunter Maritime Acquisition Corp.
May 31, 2019
May 31, 2019 Page 2
Page 2
FirstName LastName
Our Transaction Process
Our Transaction Process for P2P Online Lending Borrowers
Stage 2 Decision Making, page 36
3. We note your disclosure on pages 36-37 regarding your decision making
process. Please
revise your future filings to discuss your historical rejection rates
and any instances of
fraud.
Our Service Process for E-APP Products, page 37
4. We note from your disclosure on page F-9 (Note 1 Organization and
Principal
Activities) that in March 2017, you launched your exchange
administered product
program ("E-APP") to investors and borrowers, which includes (I)
product registration
services and (II) promotion services on best efforts basis and (III)
Data Processing
Technical Services. Please revise your future filings to address the
following:
Provide a more fulsome discussion of your service process.
Discuss how, when, and to whom (e.g., borrowers and/or local
financial
asset exchanges) services fees are charged for I, II, and III
(above).
Clarify if there are any performance guaranty obligations by you or
any other third-
party (related or not).
Stage 4 Loan Disbursement, page 37
5. We note from your disclosure that if the loan amount that the borrower
has applied for is
fully raised on your online lending platform within the prescribed
period, you transfer the
loan amount from investors to borrower's bank account directly through
your cooperative
bank. Please revise your future filings to address the following:
Clarify more specifically the duration of the "prescribed period".
Clarify more specifically who transfers the loan funding to your
cooperative bank. In
this regard, tell us if the lenders funds are transferred to you
(at any point) or if the
funds are transferred directly from the lender to the cooperative
bank.
Expand your disclosure to clarify how cash incentives (e.g., event
reward/sign up
vouchers, investment reward vouchers, etc.) impact the loan
disbursement stage. For
example, in those instances where an investor chooses to redeem
incentives or
vouchers upfront, explain how the borrower's loan gets fully
funded.
Clarify that the service fee paid by the borrowers to you is only
paid once in the
transaction process (i.e., at the time of the loan distribution).
In addition, explain
when and how you receive the service fee from the borrower.
Stage 6 Collection, page 37
6. We note your discussion regarding the performance guarantee obligation
when a borrower
fails to repay a loan. Please revise your disclosure in future filings
to provide a definition
Jia Sheng
FirstName LastNameJia Sheng
Hunter Maritime Acquisition Corp.
Comapany NameHunter Maritime Acquisition Corp.
May 31, 2019
May 31, 2019 Page 3
Page 3
FirstName LastName
of when a loan becomes "overdue" (or defaults).
Our Service Process for Investors
Our Service Process for Loan Products
Step 4 Subscription of the Investment, page 38
7. We note that you make recommendations for suitable investment products
and amounts to
investors. We also note that investors may choose different products
other than those
recommended. Please revise your future filings to clarify if investors
are precluded from
investing in certain products or if there are product limitations
based on the information
gathered in Step 3 (Pre-investment Assessment).
Step 5 Redemption of the Investment, page 38
8. We note your disclosure regarding the repayment process. Please revise
your future
filings to provide your definition of a loan default and provide a
thorough discussion
explaining the process of repayment/redemption from guarantors.
Ability to Effectively Acquire and Maintain Borrowers and Investors, page 57
9. Please revise your disclosure in future filings to explain how your
average investor
acquisition cost is determined, why you believe this a low level in
the industry, and what
the industry average is.
Key Factors Affecting Results of Operations
The Regulatory Environment in China, page 57
10. Please revise your future filings to discuss in detail the Notice on
Further Strict
Implementation of "Three Reductions." Your disclosures should outline
the details of the
reductions, the implementation, and the expected current and future
impact of on your
operations. Tell us how these items interact with your rectification
and inspections.
The Product Mix and the Pricing, page 57
11. We note your disclosure of loan terms, loan cost rates, and platform
charge rates for your
various loan products. Please expand your disclosure in future filings
to explain how you
determine the differing cost rates and charge rates for your products
offered.
12. We note your disclosure here and on page F-14 (Commission fee) that
your commission
fee generated by Yinghua Wealth is calculated based on a certain
percentage of the funds
invested by investors. Please tell us, and revise your future filings
to clarify, if the
commission fee is recurring in nature (e.g., similar to recurring
management fees). Your
disclosure should also clearly explain how the commission fees are
determined, as well as
the average fee rate.
Jia Sheng
FirstName LastNameJia Sheng
Hunter Maritime Acquisition Corp.
Comapany NameHunter Maritime Acquisition Corp.
May 31, 2019
May 31, 2019 Page 4
Page 4
FirstName LastName
Key Operational Metrics, page 63
13. We note your presentation of the annualized transaction volume for the
periods presented
and the corresponding footnote 2. Please provide us with your
calculations. In addition,
please expand your disclosure in future filings to discuss how
management uses this
metric.
14. We note the main metrics you consider when evaluating your business.
Please revise your
future filings to incorporate the data presented in this table into
the discussion of operating
revenues for each of the periods provided (i.e., within year ended
December 31, 2018
compared to December 31, 2017 on page 66). For example, we note that
there was a
substantial decrease in both the P2P - individual transaction volume
facilitated and the
number of transactions for the year ended December 31, 2018 compared
to the prior year.
Further we note that the P2P - individual average transaction size for
the year ended
December 31, 2018 was substantially larger than the prior year. Your
discussion should
include the reasons for the changes and their impact on your revenues.
15. We note the various key operating metrics provided within your table.
Please provide to
us supplementally, and revise your future filings to provide the
following:
Transaction Volume Facilitated - disclose the average fee rate for
each of the
transaction groups identified;
Number of Borrowers - disclose the average borrower amount for each
of the borrower
groups identified, as well as, historical default rate
information; and
Number of Investors - disclose the average investor amount for each
of the investor
groups identified.
Year Ended December 31, 2018, Compared to Year Ended December 31, 2017
Sales and Marketing Expenses, page 67
16. We note that you closed some offices in late 2017, which had a
material impact on salaries
and benefits. Please expand your discussion (and quantify amounts
where possible) in
future filings to include the reduction in the number of employees,
the expected future
impact on salaries and benefits, and any other expenses impacted.
Further, tell us if the
closures had a material impact on operating revenues, and if so,
revise the discussion of
operating revenues (e.g., on page 66) in your future filings, as
necessary.
Combined and Consolidated Financial Statements for the Fiscal Year Ended
December 31, 2018
Note 2 - Summary of Significant Accounting Policies
(e) Revenue Recognition
Incentives to Investors, page F-14
17. We note your policy disclosure regarding incentives to investors and
your reference to
ASC 605-50. Please expand your disclosure in future filings (and
provide to us
supplementally), a table quantifying the amount of incentives
recognized for each period
Jia Sheng
FirstName LastNameJia Sheng
Hunter Maritime Acquisition Corp.
Comapany NameHunter Maritime Acquisition Corp.
May 31, 2019
Page 5
May 31, 2019 Page 5
FirstName LastName
and identify which specific line item those incentives are recorded
within your combined
and consolidated statements of operations. In addition, clarify if
there are any incentives
offered to borrowers, if so, provide similar information.
(x) Segment Reporting, page F-18
18. We note from page F-14 that you currently have several distinct
revenue generating
sources, including; the P2P lending platform, Premier Wealth
Management, Yinghua
Wealth, and E-APP. We also note from your disclosure on page F-31 that
beginning in
2018 you have been winding down the PWM services and focusing on E-APP
and, as
discussed elsewhere, that Yinghua Wealth closed most of its branches
in late 2017. Please
provide us with your analysis supporting your conclusion that you have
one reportable
segment.
Note 17 - Earnings (Loss) Per Share, page F-30
19. We note that you have vested and exercisable share options and
restricted stock units at
December 31, 2018 and 2017. Please tell us how you considered ASC
260-10-45-28
through ASC 260-10-45-31 in the computation of your diluted earnings
per share.
Note 19 - Related Party Transactions and Balances
(c) Year-End Balances Arising from Related Parties, page F-34
20. We note the disclosures in your table and notes thereto (on page F-35)
related to your
loans receivable - related parties. Please address the following:
Explain to us, and clarify in your future filings, the business
purpose of the loans.
Tell us, and clarify in your future filings, if any of the loans
receivable are with co-
operation institutions that provide guarantees in the event a
borrower loan is overdue
(or defaults).
Tell us if you, your officers, or any other related parties are
required (whether
explicitly or implicitly) to fund any shortfalls of your
co-operation institutions if they
are unable to fulfill their guaranty obligation to lenders.
In regards to your co-operation institution arrangements, tell us if
you considered the
applicability ASC 810-10. Provide us with your analysis.
In closing, 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.
Jia Sheng
Hunter Maritime Acquisition Corp.
May 31, 2019
Page 6
You may contact Michael Henderson at 202-551-3364 or Hugh West at
202-551-3872
with any questions.
FirstName LastNameJia Sheng Sincerely,
Comapany NameHunter Maritime Acquisition Corp.
Division of Corporation
Finance
May 31, 2019 Page 6 Office of Financial
Services
FirstName LastName