United States securities and exchange commission logo
December 7, 2020
Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025
Re: Huadi International
Group Co., Ltd.
Pre-effective
Amendment 1 to Registration Statement on Form F-1
Filed November 25,
2020
File No. 333-248919
Dear Mr. Wang:
We have reviewed your amended registration statement and have
the following
comments. In some of our comments we may ask you to provide us
information so that 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 that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your registration statement and
the information that
you provide in response to these comments, we may have additional
comments.
Pre-effective Amendment 1 to Registration Statement on Form F-1 filed
November 25, 2020
Capitalization, page 36
1. Please update the
capitalization table as of a date within 60 days of the filing date. Refer
to Item 3.B. of Form
20-F.
Dilution, page 37
2. It does not appear that
you have properly calculated the immediate dilution to new
investors. Please note
that these amounts should be determined by subtracting pro forma
net tangible book value
per share after the offering from the offering price of the share.
Summary Compensation Table, page 71
Jueqin Wang
FirstName LastNameJueqin Wang
Huadi International Group Co., Ltd.
Comapany7,
December NameHuadi
2020 International Group Co., Ltd.
December
Page 2 7, 2020 Page 2
FirstName LastName
3. Given the amount of 10,079 in the column for "Salary ($)," it is
unclear why the amount
in the column for "Total ($)" is 10,433 and not 10,079 for Huisen Wang
in 2020 since
all other columns have zero amounts. Note that the column for "Salary
($)" is to include
the dollar value of salary earned during the fiscal year covered.
Please revise.
Director Compensation - Fiscal 2019 and 2020, page 72
4. Given the amount of 10,220 in the column for "Salary ($)," it is
unclear why the amount
in the column for "Total ($)" is 10,579 and not 10,220 for Di Wang in
2020 since all other
columns have zero amounts. Similarly, given the amount of 13,461 in
the column for
"Salary ($)," it is unclear why the amount in the column for "Total
($)" is 13,933 and not
13,461 for Jueqin Wang in 2020 since all other columns have zero
amounts. Note that the
column for "Salary ($)" is to include the dollar value of salary
earned during the fiscal
year covered. Please revise.
Subsequent Events, page F-24
5. Please disclose the actual date through which subsequent events have
been evaluated.
Please also disclose whether the date through which subsequent events
have been
evaluated is the date on which the financial statements were issued or
the date on which
the financial statements were available to be issued. Refer to ASC
855-10-50-1.
6. We note that you have effected a 2 for 1 reverse stock split as of the
date of the
consolidated financial statements were issued and that your historical
financial statements
have been retroactively adjusted to reflect the stock split. Please
ensure that your
independent auditor revises its report on page F-26 to reference the
stock split and dual
dates its opinion in accordance with PCAOB AU 530.05.
Signatures, page II-5
7. Indicate under "Capacity" that Qin Li also is signing the registration
statement in his
capacity as principal accounting officer or controller.
You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W.
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
Jueqin Wang
Huadi International Group Co., Ltd.
FirstName
December 7, LastNameJueqin
2020 Wang
Comapany
Page 3 NameHuadi International Group Co., Ltd.
December 7, 2020 Page 3
cc: William S. Rosenstadt, Esq.
FirstName LastName