United States securities and exchange commission logo
August 20, 2021
Pijun Liu
Chief Executive Officer
WeTrade Group, Inc.
No 1 Gaobei South Coast
Yi An Men 111 Block 37, Chao Yang District
Beijing City, People Republic of China 100020
Re: WeTrade Group, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed June 9, 2021
File No. 333-252149
Dear Mr. Liu:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of
your common stock or could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address how
recent statements and
regulatory actions by China s government, such as those related to
the use of variable
interest entities and data security or anti-monopoly concerns, has or
may impact the company
s ability to conduct its business, accept foreign investments, or
Pijun Liu
FirstName LastNamePijun Liu
WeTrade Group, Inc.
Comapany
August 20, NameWeTrade
2021 Group, Inc.
August
Page 2 20, 2021 Page 2
FirstName LastName
list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
not necessarily be limited to, the risks highlighted on the prospectus
cover page.
Prospectus Summary, page 1
2. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
authorities to operate and issue these securities to foreign
investors. State whether you
or your subsidiaries are covered by permissions requirements from the
CSRC, CAC or
any other entity that is required to approve of the Company s
operations, and state
affirmatively whether you have received all requisite permissions and
whether any
permissions have been denied.
3. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state.
Risk Factor Summary, page 3
4. In your summary of risk factors, disclose the risks that being based
in or having the
majority of the company s operations in China poses to investors. In
particular, describe
the significant regulatory, liquidity, and enforcement risks with
cross-references to the
more detailed discussion of these risks in the prospectus. For
example, specifically
discuss risks arising from the legal system in China, including risks
and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice; and the risk that the Chinese
government may intervene
or influence your operations at any time, or may exert more control
over offerings
conducted overseas and/or foreign investment in China-based issuers,
which could result
in a material change in your operations and/or the value of your
common stock.
Acknowledge any risks that any actions by the Chinese government to
exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
Risk Factors, page 6
5. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your common stock. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
Pijun Liu
WeTrade Group, Inc.
August 20, 2021
Page 3
completely hinder your ability to offer or continue to offer securities
to investors and
cause the value of such securities to significantly decline or be
worthless.
6. In light of recent events indicating greater oversight by the Cyberspace
Administration of
China over data security, particularly for companies seeking to list on
a foreign exchange,
please revise your disclosure to explain how this oversight impacts your
business and your
offering and to what extent you believe that you are compliant with the
regulations or
policies that have been issued by the CAC to date.
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.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in
his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions. If you require
further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
FirstName LastNamePijun Liu
Division of
Corporation Finance
Comapany NameWeTrade Group, Inc.
Office of
Technology
August 20, 2021 Page 3
cc: Yarona L. Yieh, Esq.
FirstName LastName