United States securities and exchange commission logo
August 24, 2021
Yulin Wang
Chief Executive Officer
Meihua International Medical Technologies Co., Ltd.
88 Tongda Road, Touqiao Town
Guangling District, Yangzhou, 225000
People s Republic of China
Re: Meihua
International Medical Technologies Co., Ltd.
Registration
Statement on Form F-1
Filed August 10,
2021
File No. 333-258659
Dear Mr. Wang:
We have reviewed your 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 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.
Yulin Wang
FirstName LastNameYulin Wang
Meihua International Medical Technologies Co., Ltd.
Comapany
August 24, NameMeihua
2021 International Medical Technologies Co., Ltd.
August
Page 2 24, 2021 Page 2
FirstName LastName
Form F-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
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. In your summary of risk factors, disclose the risks that your
corporate structure and 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.
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.
4. 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 or CAC, and
state affirmatively whether you have received all requisite
permissions and whether any
permissions have been denied.
Yulin Wang
Meihua International Medical Technologies Co., Ltd.
August 24, 2021
Page 3
5. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and
transfers of other
assets by type that have occurred between the company and its
subsidiaries, and direction
of transfer. Quantify any dividends or distributions that a subsidiary
has made to the
company and which entity made such transfer, and tax consequences.
Similarly quantify
dividends or distributions made to U.S. investors, the source, and
their tax consequences.
Describe any restrictions on foreign exchange and your ability to
transfer cash between
entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on
your ability to distribute earnings from your businesses, including
subsidiaries to the
parent company and U.S. investors.
Our Competitive Strengths, page 5
6. We refer to your disclosure in the sixth bullet point relating to the
percentage of profit you
receive with respect to certain research products and intellectual
property rights once
commercialized. Please expand your disclosure here and under the
Intellectual Property
section of the Business section on page 85 of such royalty rates and
any license or
collaboration agreements you have entered into, including the material
terms thereof.
Please also file any material collaboration or license agreement as a
exhibit to the
registration statement as required by Item 601(b)(10) of Regulation
S-K or tell us why it is
not material.
Risk Factors, page 11
7. 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
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.
8. 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,
FirstName LastNameYulin Wang
please revise your disclosure to explain how this oversight impacts your
business and your
Comapany NameMeihua
offering International
and to what extent you Medical Technologies
believe that Co., Ltd.with
the regulations or
you are compliant
Augustpolicies
24, 2021that have
Page 3 been issued by the CAC to date.
FirstName LastName
Yulin Wang
FirstName LastNameYulin Wang
Meihua International Medical Technologies Co., Ltd.
Comapany
August 24, NameMeihua
2021 International Medical Technologies Co., Ltd.
August
Page 4 24, 2021 Page 4
FirstName LastName
1. Organization and Principal Activities
Reorganization and Share Issuance, page F-8
9. Please expand your disclosures to include the information provided in
your responses to
comments 4 and 5 regarding (a) the timing of the payments totaling
$1,616,971 for
the 1,425,000 ordinary shares along with the name of the entity that
received the $344,739
payment, as Meihua International was not incorporated until November
10, 2020; and (b)
the Acting-in-Concert Agreement that establishes the common control
between Meihua
International and Kangfu for the periods presented.
2. Summary of Significant Accounting Policies
Segment Reporting, page F-14
10. As previously requested in comment 7, please provide the
enterprise-wide information
required by ASC 280-10-50-38 through 50-41. In this regard, Class I,
II, III disposable
medical devices is too broad of a product category and the
manufacturing source does not
provide product-type information. Further, the geographical
information for
revenue disclosure on page F-14 is inconsistent with the disclosures
on page 4.
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 Rules 460 and 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.
You may contact Tracey Houser at 202-551-3736 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Celeste Murphy at 202-551-3257 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Joe Laxague, Esq.