United States securities and exchange commission logo
September 19, 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. 2 to
Registration Statement on Form F-3
Filed August 29,
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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 10, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3 Filed August 29,
2022
Cover Page
1. We note your amended
disclosure in response to comment 2. Please revise the cover page
to disclose, if true,
that the holding company does not conduct operations. Please also
disclose clearly the
entity (including the domicile) in which investors are purchasing an
interest.
2. We note your amended
disclosure in response to comments 4 and 5. Please revise to
include the appropriate
disclosure in your summary risk factors and risk factors sections as
well.
Zhenyu Wu
FirstName LastNameZhenyu Wu Ltd
Elite Education Group International
Comapany 19,
September NameElite
2022 Education Group International Ltd
September
Page 2 19, 2022 Page 2
FirstName LastName
Prospectus Summary, page 1
3. We note the organizational structure chart that you added to page 1 in
response to
comment 7. Please revise to disclose Wonderland Holdings International
Ltd.'s and the
Other Shareholders' percentage ownership of Elite Education Group
International Ltd. To
the extent that Other Shareholders are comprised of individuals or
entities other than
public shareholders, please revise by footnote or otherwise, to
disclose such individuals or
entities and include their percentage ownership.
4. We note your amended disclosure in response to comment 9, including
that "[w]e made
this decision based on the types of activities we conduct in China,
which do not believe
raises any material issues under Chinese law." Please revise to remove
the materiality
qualifier.
General
5. When discussing the Holding Foreign Companies Accountable Act, please
update your
factual disclosure throughout your filing to discuss the fact that on
August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement
of Protocol
with the China Securities Regulatory Commission and the Ministry of
Finance of the
People's Republic of China, taking the first step toward opening
access for the PCAOB to
inspect and investigate registered public accounting firms
headquartered in mainland
China and Hong Kong.
Please contact Cara Wirth at (202) 551-7127 or Dietrich King at (202)
551-8071 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Johnathan C. Duncan