United States securities and exchange commission logo
September 29, 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. 4 to
Registration Statement on Form F-3
Filed September 2,
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
August 24, 2022 letter.
Amended Registration Statement on Form F-3
Selected Condensed Consolidating Financial Schedule, page 14
1. We have considered your
responses to the second and third bullet points in our prior
comment 3 and the
revisions to your disclosure. Please further revise your disclosure to
clearly state whether
the Company has any immediate plans to settle the intercompany
amounts or whether such
amounts will remain outstanding for the foreseeable future.
2. We note your response
to the second bullet in our prior comment 3. In your response you
indicate that the
Due from VIE s subsidiaries and Due to VIE from VIE s subsidiaries
in the VIE and its
subsidiaries (PRC) column represent amounts due from or due to
Siping Xu
MDJM LTD
September 29, 2022
Page 2
Migdajiahe. We further note disclosure on the cover page that VIE
as used in your
filing refers to Mingdajihe (Tianjin) Co., Ltd. Please explain why
Migdajiahe, as the
VIE, is either due amounts from, or owes amounts to, itself.
General
3. We note your response to comment 1 and revised disclosure regarding
controlled
company status. You state that you "do not intend to avail" yourselves of
the corporate
governance exemptions. However, you also state that you "may follow
certain
exemptions." Please revise to clarify the exemptions you plan to follow.
To the extent the
particular exemptions have not yet been determined, clarify the factors
you will consider
when making such determination.
4. We note your response to comment 5 and reissue the comment in part. Your
revised
disclosure on page 8 states that the COVID pandemic has materially and
adversely
impacted your financial results. However, you also state that the recent
lockdowns have
had "limited additional direct impact" on your business. Please revise to
further clarify in
quantitative and qualitative terms how the pandemic has impacted your
operations,
including to what extent you are materially affected by a limited
additional direct
impact. In this regard, it appears that the pandemic "primarily" resulted
in a 24% decrease
in revenues in 2021. Note that where material changes within a line item
offset one
another, you should separately address the significant contributing
factors. Additionally,
clarify the extent to which the pandemic and lockdowns constitute known
events and
uncertainties that would cause reported financial information not to be
necessarily
indicative of future operating results or of future financial condition.
You may contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-
3536 with
any questions.
Sincerely,
FirstName LastNameSiping Xu
Division of
Corporation Finance
Comapany NameMDJM LTD
Office of Real
Estate & Construction
September 29, 2022 Page 2
cc: Ying Li, Esq.
FirstName LastName