United States securities and exchange commission logo
May 27, 2022
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re: MDJM LTD
Amendment No. 2 to
Registration Statement on Form F-3/A
Filed May 6, 2022
File No. 333-261347
Dear Mr. Xu:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
27, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
1. We note your revised
disclosure and response to comment 2, and we reissue the comment
in part. In the eighth
paragraph on the Cover Page and on page 18 you state that the
securities being
offered are of "our" offshore holding company in the Cayman
Islands, which suggests
that your use of "we" refers to an entity other than the Cayman
Islands holding
company. Please revise to clarify. Please also revise the page 11
reference to "our VIE
Agreements with Mingda Tianjin" to avoid using "we" and "our"
when describing
activities or functions of a VIE. Additionally, please revise the seventh
paragraph where you
define MDJH LTD and Mingda Tianjin to clarify, if true, that your
Siping Xu
FirstName LastNameSiping Xu
MDJM LTD
Comapany
May NameMDJM LTD
27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
CEO controls those and other entities that conduct or direct the
operations of the VIEs
and their subsidiaries.
Summary, page 3
2. We note your response to comment 8 and the statement on page 4 that
operations
are conducted by MD UK, Mansions Estate, and Mingda Tianjin. Please
revise to
reconcile with references on page 14 and elsewhere to "VIEs and
subsidiaries." Please
revise to identify the entities, including any subsidiaries and other
VIEs where operations
are conducted.
Selected Condensed Consolidating Financial Schedule, page 14
3. Please address the following with respect to your Selected Condensed
Consolidating
Financial Schedule:
Please revise your Condensed Consolidating Statements of
Operations and
Comprehensive Income and your Condensed Consolidating Statements
of Cash
Flows to separately present intercompany amounts.
Please clarify why the WFOE does not report any revenue. In this
regard we note
your disclosure on page 4 that under the Exclusive Business
Cooperation Agreement
the WFOE is entitled to collect a service fee approximately equal
to the net income of
Mingda Tianjin after the deduction of the required PRC statutory
reserve.
Please expand your disclosure to include a narrative discussion
explain the facts and
circumstances that have given rise to intercompany balances (e.g.
Inter group
balances due to/from VIEs, WFOE and subsidiaries) and your
intentions related to
the settlement of those balances.
Risk Factors, page 18
4. We note your amended disclosure in response to comment 11. We reissue
the comment in
part. As it pertains to the Holding Foreign Companies Accountable Act
(HFCAA) please
disclose the material risk of your shares being delisted if the PCAOB
is unable to inspect
your auditor for three consecutive years in addition to your
disclosure of the material risk
of the prohibition of trading in your shares in such a circumstance.
Enforcement of Civil Liabilities, page 46
5. We note your amended disclosure in response to comment 13. Please
further revise your
Enforcement of Civil Liabilities disclosure to identify and provide
the residence of each
officer and director that resides outside the United States. Further,
please provide a risk
factor regarding the difficulty of shareholders to enforce their legal
rights under United
States securities laws given that all of your directors and executive
officers appear to be in
China. Your risk factor should indicate that it will be more difficult
to enforce liabilities,
effect service of process and enforce judgments on those individuals.
Lastly, we note that
you have included a summary risk factor regarding the Enforcement of
Civil Liabilities
against your officers and directors located outside the United States.
Please revise your
Siping Xu
MDJM LTD
May 27, 2022
Page 3
summary risk factor to cross reference to the disclosure about such
risks within the
prospectus.
General
6. We note your amended disclosure in response to comments 5 and 6,
specifically the
identification of your PRC counsel. However, we note the absence of an
Exhibit 23.3
which you stated in your response letter would be the exhibit
containing your PRC
Counsel's consent to being named in the prospectus. Please file your
PRC Counsel's
consent to being named in the prospectus as requested in previous
comments 5 and 6.
You may contact Austin Wood at 202-551-5586 or Jim Lopez at 202-551-3536
if you
have questions.
FirstName LastNameSiping Xu Sincerely,
Comapany NameMDJM LTD
Division of
Corporation Finance
May 27, 2022 Page 3 Office of Real
Estate & Construction
FirstName LastName