United States securities and exchange commission logo
September 27, 2022
Fei Wang
Chief Executive Officer
Yong Bai Chao New Retail Corporation
3209, South Building, Building 3,
No. 39 Hulan West Road, Baoshan District
Shanghai, People s Republic of China, 200443
Re: Yong Bai Chao New
Retail Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed March 31,
2022
Supplemental
response letter dated September 14, 2022
File No. 000-56129
Dear Mr. Wang:
We have reviewed your September 14, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
August 17, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1. We have reviewed your
response to comment number 1. To the extent your acquisition of
Yong Bai Chao New
Retail (Shenzen) Co. Ltd. ("YBC") or any other China-based entity
acquisition has been
consummated by the time your next Form 10-K is filed, we would
expect you to fully
comply with all of the requirements specified in the Division of
Corporation Finance's
Sample Letter to China-Based Companies issued by the Staff in
December 2021, such as
those disclosure requirements pertaining to contractual
arrangements between
any Wholly Foreign-Owned Enterprise ("WFOE") and the variable
interest entities
("VIE's"), including providing a diagram of your corporate structure
Fei Wang
Yong Bai Chao New Retail Corporation
September 27, 2022
Page 2
identifying the person or entity that owns the equity in each depicted
entity, and a
description of the conditions you expect to have satisfied for
consolidation of the VIEs
under U.S. GAAP, and to disclose that you will be the primary
beneficiary of the VIEs for
accounting purposes. Further, provide a clear description of how cash
will be transferred
through your organization, including any dividends or distributions
that a subsidiary or
consolidated VIE makes to you, and subsequent to U.S. investors. Also,
disclose whether
you have been or expect to be identified by the Commission under the
HFCAA. We may
have further comment upon review of your response and of the actual
disclosures
provided in your next Form 10-K.
You may contact Beverly Singleton at (202) 551-3328 or Melissa Gilmore at
(202) 551-
3777 with any questions.
FirstName LastNameFei Wang Sincerely,
Comapany NameYong Bai Chao New Retail Corporation
Division of
Corporation Finance
September 27, 2022 Page 2 Office of
Manufacturing
FirstName LastName