United States securities and exchange commission logo
August 10, 2022
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re: Elite Education
Group International Ltd
Amendment No. 1 to
Registration Statement on Form F-3
Filed July 22, 2022
File No. 333-264807
Dear Mr. Wu:
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.
Amendment No. 1 to Registration Statement on Form F-3 Filed July 22,
2022
Cover Page
1. We note your disclosure
on the cover page regarding the HFCAA. Please revise your
disclosure to also
discuss the Accelerating Holding Foreign Companies Accountable Act.
2. Please clearly disclose
how you will refer to the holding company and how you will refer
to subsidiaries when
providing disclosure throughout the document, consistently
differentiating between
them so that it is clear to investors which entity the disclosure is
referencing and which
subsidiaries or entities are conducting the business operations.
Please disclose, if
true, that your subsidiaries conduct operations in China and that the
holding company does
not conduct operations. Please disclose clearly the entity
(including the
domicile) in which investors are purchasing an interest. Please make
conforming revisions
throughout the prospectus.
Zhenyu Wu
FirstName LastNameZhenyu Wu Ltd
Elite Education Group International
Comapany
August 10, NameElite
2022 Education Group International Ltd
August
Page 2 10, 2022 Page 2
FirstName LastName
3. We note your disclosure on page 2 that "[t]here are no restrictions on
our ability to
transfer cash between us and our Ohio-based subsidiaries and our
Canadian subsidiary."
Provide a description of how cash is transferred through your
organization and disclose
your intentions to distribute any earnings. Please state whether any
transfers, dividends,
or distributions have been made to date between the holding company,
its subsidiaries, or
to investors, and quantify the amounts where applicable. Please revise
to provide cross-
references to the condensed consolidating schedule and the
consolidated financial
statements. In doing so, please note that the financial information is
contained in your
annual report on Form 20-F.
4. Please amend your disclosure here and in the summary risk factors and
risk factors
sections to state that, to the extent cash in the business is in the
PRC or a PRC entity, the
funds may not be available to fund operations or for other use outside
of the PRC due to
interventions in or the imposition of restrictions and limitations on
the ability of you, your
subsidiaries, by the PRC government to transfer cash. On the cover
page, provide cross-
references to these other discussions. In this light, we note your
statement on page 2 that
"[a]ll of our revenue is remitted to us in U.S. dollars, and all the
bank accounts owned by
us are located in Ohio." However, we also note that you have employees
and certain
operations in the PRC. Please respond with respect to the transfer of
any cash to
employees or operations in the PRC.
5. Discuss whether there are limitations on your ability to transfer cash
between you, your
subsidiaries, or investors. Provide a cross-reference to your
discussion of this issue in
your summary, summary risk factors, and risk factors sections, as
well.
6. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, or investors summarize the policies on
your cover page
and in the prospectus summary, and disclose the source of such
policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the
cover page and in the prospectus summary that you have no such cash
management
policies that dictate how funds are transferred. Provide a
cross-reference on the cover
page to the discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
7. Provide early in the summary a diagram of the company s corporate
structure, identifying
the person or entity that owns the equity in each depicted entity.
Identify clearly the entity
in which investors are purchasing their interest and the entity(ies)
in which the company s
operations are conducted. Describe the relevant contractual agreements
between the
entities, if any, and how this type of corporate structure may affect
investors and the value
of their investment, including how and why the contractual
arrangements may be less
effective than direct ownership and that the company may incur
substantial costs to
enforce the terms of the arrangements, if applicable.
8. We note your summary risk factors on page 3. Please revise to disclose
the risk that the
Zhenyu Wu
FirstName LastNameZhenyu Wu Ltd
Elite Education Group International
Comapany
August 10, NameElite
2022 Education Group International Ltd
August
Page 3 10, 2022 Page 3
FirstName LastName
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 the
securities you are registering for sale. Additionally, please revise
so that each summary
risk factor has a cross-reference to the relevant individual detailed
risk factor.
9. We note your statement on page 2 that "[t]here can be no assurance,
however, that
regulators in China will not take a contrary view or will not
subsequently require us to
undergo the approval procedures and subject us to penalties for
non-compliance." We
also note that you do not appear to have relied upon an opinion of
counsel with respect to
your conclusions that you do not need any permissions and approvals to
operate your
business and to offer securities to investors. If true, please revise
to state as much and
explain why such an opinion was not obtained. Additionally, please
also describe the
consequences to you and your investors if you, your subsidiaries: (i)
do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and you are required to obtain such permissions or approvals in
the future. Also,
please revise to include this information in your risk factor
disclosure.
10. Provide a clear description of how cash is transferred through your
organization and
disclose your intentions to distribute earnings. Quantify any cash
flows and transfers of
other assets by type that have occurred between the holding company,
its 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. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. 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 the
company, including your subsidiaries, to the parent company and U.S.
investors. In doing
so, please note that the financial information is contained in your
annual report on Form
20-F. Additionally, please revise this section to address the issues
noted in comments 4-6.
Risk Factors, page 5
11. We note your risk factors in the section titled "Risks Related to
Doing Business in China"
starting on page 5. Given the Chinese government s significant
oversight and discretion
over the conduct of your business, please revise to highlight
separately 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 the
securities you are
registering. 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
Zhenyu Wu
Elite Education Group International Ltd
August 10, 2022
Page 4
securities to investors and cause the value of such securities to
significantly decline or be
worthless.
General
12. In an appropriate place in your annual report please name the directors,
officers, or
members of senior management located in the PRC/Hong Kong and revise your
"Enforceability of Civil Liabilities" section on page 22 to address
whether or not investors
may being actions under the civil liability provisions of the U.S.
federal securities laws
against you, your officers or directors who are residents of a foreign
country, and whether
investors may enforce these civil liability provisions when your assets,
officers, and
directors are located outside of the United States.
Please contact Cara Wirth at 202-551-7127 or Dietrich King at
202-551-8071 with any
questions.
Sincerely,
FirstName LastNameZhenyu Wu
Division of
Corporation Finance
Comapany NameElite Education Group International Ltd
Office of Trade &
Services
August 10, 2022 Page 4
cc: Johnathan C. Duncan
FirstName LastName