United States securities and exchange commission logo
September 21, 2021
Jian Wang
Chairman of the Board (Class II)
Lion Group Holding Ltd
Unit A-C, 33/F
Tower A, Billion Center
1 Wang Kwong Road
Kowloon Bay Hong Kong
Re: Lion Group Holding
Ltd
Form 20-F filed
March 31, 2021
File No. 001-39301
Dear Mr. Wang:
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 filed March 31, 2021
Part I, page 1
1. At the onset of Part I,
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 and Hong Kong.
Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of your ADSs 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
Information on the
Company section should address, but not necessarily be limited to, the
Jian Wang
FirstName
Lion GroupLastNameJian
Holding Ltd Wang
Comapany 21,
September NameLion
2021 Group Holding Ltd
September
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FirstName LastName
risks highlighted in Part I.
Item 3. Key Information, page 1
2. At the onset of Item 3, disclose the risks that your corporate
structure and being based in
or having the majority of the company s operations in Hong Kong
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 your risk
factor disclosure. For
example, specifically discuss risks arising from the legal system in
Hong Kong and 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 ADSs. 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- and Hong Kong 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 each permission that you or your Hong Kong-based subsidiaries
are required to
obtain from Chinese authorities to operate and issue 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
subsidiaries' operations,
and state affirmatively whether you have received all requisite
permissions and whether
any permissions have been denied.
4. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed by your
subsidiaries.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company and subsidiaries and direction of transfer.
Quantify any dividends or
distributions that a subsidiary has made to the holding company and
which entity made
such transfer, and their 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 as well as the ability to settle amounts owed.
Item 3.D Risk Factors, page 3
5. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise your disclosure 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 ADSs. Also, given
Jian Wang
Lion Group Holding Ltd
September 21, 2021
Page 3
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 Hong
Kong- and 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.
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.
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.
You may contact William Schroeder, Staff Accountant, at 202-551-3294 or
Michael
Volley, Staff Accountant, at 202-551-3437 with any questions.
FirstName LastNameJian Wang Sincerely,
Comapany NameLion Group Holding Ltd
Division of
Corporation Finance
September 21, 2021 Page 3 Office of
Finance
FirstName LastName