United States securities and exchange commission logo
August 12, 2022
Xiangchang Ma
Chief Executive Officer
Tengjun Biotechnology Corp.
East Jinze Road and South Huimin Road
Food Industry Economic and Technology Development District
Jianxiang County, Jining City, Shandong Province, China
Re: Tengjun
Biotechnology Corp.
Registration
Statement on Form S-1
Filed on July 22,
2022
File No. 333-266300
Dear Mr. Ma:
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.
Form S-1 filed July 22, 2022
Cover Page
1. Disclose prominently on
your cover page that you are not a Chinese operating company
but a Nevada holding
company with operations conducted by your subsidiaries in China
and Hong Kong and that
this structure involves unique risks to investors. Your disclosure
should acknowledge that
Chinese regulatory authorities could disallow this structure,
which would likely
result in a material change in your operations and/or a material change
in the value of the
securities you are registering for sale, including that it could cause the
value of such
securities to significantly decline or become worthless. Provide a cross-
reference to your
detailed discussion of risks facing the company and the offering as a
result of this
structure.
Xiangchang Ma
FirstName LastNameXiangchang Ma
Tengjun Biotechnology Corp.
Comapany
August 12, NameTengjun
2022 Biotechnology Corp.
August
Page 2 12, 2022 Page 2
FirstName LastName
2. On your cover page, provide a description of how cash is transferred
through your
organization and disclose your intentions to distribute earnings or
settle amounts owed
under your agreements. State whether any transfers, dividends, or
distributions have been
made to date between the holding company, its subsidiaries, and
wholly-owned foreign
enterprises (WFOEs), or to investors, and quantify the amounts where
applicable.
General Matters, page ii
3. Revise your definition of "China" and "PRC" to include Hong Kong and
Macau.
Prospectus Summary, page 1
4. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your operations, and state affirmatively whether
you have received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. Please also describe the consequences to you and your
investors if you or 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.
5. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
the your agreements.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company and 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 as well as the
ability to settle
amounts owed under your agreements.
6. 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 investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
Xiangchang Ma
FirstName LastNameXiangchang Ma
Tengjun Biotechnology Corp.
Comapany
August 12, NameTengjun
2022 Biotechnology Corp.
August
Page 3 12, 2022 Page 3
FirstName LastName
Because our tea business is highly concentrated on a single, discretionary
product category, page
13
7. We note your risk factor indicating that consumer purchases of
specialty retail products,
including our products, are historically affected by economic
conditions such as inflation.
Please update this risk factor if recent inflationary pressures have
materially impacted
your operations. In this regard, identify the types of inflationary
pressures you are facing
and how your business has been affected.
A shortage in the supply, page 14
8. Please disclose whether and how your business segments, products,
lines of service,
projects or operations are materially impacted by supply chain
disruptions. For example,
discuss whether you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack of
raw materials, parts, or equipment; inventory shortages; reduced
headcount; or delayed
projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices,
shipping costs or challenges sourcing materials;
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply; or
be unable to supply products at competitive prices or at all due
to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions
among countries.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
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 Bradley Ecker, Staff Attorney, at (202) 551-4985 or
Sherry Haywood,
Staff Attorney, at (202) 551-3345 with any questions.
Sincerely,
Division of
Corporation Finance
Xiangchang Ma
Tengjun Biotechnology Corp.
FirstName
August 12, LastNameXiangchang
2022 Ma
Page 4
Comapany NameTengjun Biotechnology Corp.
August 12, 2022 Page 4 Office of Manufacturing
FirstName LastName