United States securities and exchange commission logo
October 20, 2022
Yandai Wang
Chief Executive Officer
SOS Limited
Building 6, East Seaview Park
298 Haijing Road, Yinzhu Street
West Coast New District, Qingdoa City
Shandong Province 266400
People's Republic of China
Re: SOS Limited
Form 20-F for the
fiscal period ending December 31, 2020
Filed May 5, 2021
Form 20-F/A for the
fiscal period ending December 31, 2020
Filed October 12,
2021
Form 20-F/A for the
fiscal period ending December 31, 2020
Filed January 7,
2022
File No. 001-38051
Form 20-F for the
fiscal period ending December 31, 2021
Filed May 2, 2022
Dear Yandai Wang:
We have reviewed your July 1, 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
January 7, 2022 letter.
Yandai Wang
FirstName LastNameYandai Wang
SOS Limited
Comapany
October 20,NameSOS
2022 Limited
October
Page 2 20, 2022 Page 2
FirstName LastName
Form 20-F for the fiscal period ending December 31, 2021
Introduction, page iii
1. We note your disclosure that China or the PRC refers to
the People s Republic of
China, excluding, for the purposes of your annual report only, Hong
Kong and Macau,
your primary reference to China and or the PRC in your risk factors
with regard to
operating, regulatory, legal, and governmental authorities and the
flow of capital
contributions/loans and or dividends/distributions through China SOS
Limited, your
wholly-owned subsidiary located in Hong Kong, and your PRC
subsidiaries and the
consolidated VIEs as reflected in your diagram on page 11. Please
address the following:
Either remove the exclusion of Hong Kong and Macau from your
definition of China
or the PRC and clarify that the same legal and operational risks
associated with
operations in China also apply to operation in Hong Kong or
disclose how any
regulatory actions related to data security or anti-monopoly
concerns in Hong Kong
or Macau have or may impact the company s ability to conduct
its business, accept
foreign investments, or list on a U.S. or foreign exchange.
Provide risk factor disclosure to explain whether there are any
commensurate laws or
regulations in Hong Kong or Macau which result in oversight over
data security and
explain how this oversight impacts your business and to what
extent you believe you
are compliant with the regulations or policies that have been
issued.
Expand your Enforceability of Civil Liability discussion
to address enforceability
of civil liabilities in Hong Kong and Macau.
Provide us with your proposed disclosure.
Part 1, page 1
2. We note your response and revised disclosures in the 2021 Form 20-F in
response to prior
comment 1. Please address the following:
Revise references of "our VIE", "the Company's VIE" and "our
VIE agreements" on
pages 1, 3, 7, 26, 27, 30, 36 and 55 to "the VIE(s)" to reflect
the contractual nature of
the VIE agreements.
Remove your disclosures on pages 1, 2 and 26 that "the assets
and liabilities of the
VIE are treated as our assets and liabilities and the results of
operations of the VIE
are treated in all aspects as if they were the results of our
operations" and "under
generally accepted accounting principles in the United States (
U.S. GAAP ), the
assets and liabilities of the VIE are treated as our assets and
liabilities and the results
of operations of the VIE are treated in all aspects as if they
were the results of our
operations" and instead disclose the conditions you satisfied for
consolidation of the
VIE under U.S. GAAP.
Provide us with your proposed disclosure.
Yandai Wang
FirstName LastNameYandai Wang
SOS Limited
Comapany
October 20,NameSOS
2022 Limited
October
Page 3 20, 2022 Page 3
FirstName LastName
3. Please enhance your disclosure at the onset of Part 1 to disclose that
uncertainty with
regard to the PRC regulatory environment could cause the value of your
ADS to
significantly decline in value or become worthless. Provide us with
your proposed
disclosure.
Item 3. Key Information, page 2
4. We note your response prior comment 2 and your proposed enhanced
disclosures. Please
address the following:
Currently your SOS Organization Chart diagram reflects solid
lines between all
entities. Revise to present dashed lines for your VIE contractual
agreements to
clearly differentiate from your equity interests.
Clarify the legal entity of "the operating entity in China" in
the related SOS
Organization Chart diagram disclosures and reflect with an arrow
from and to, the
ability to pay dividends and other distributions of equity as
well as consulting and
service fees.
You disclose that subsidiaries inside China refers to the VIE
s subsidiaries, including
SOS Information Technology Co.,Ltd ( SOSIT ), Inner Mongolia
SOS Insurance
Agency Co., Ltd ( IMSOS ); and directly owned subsidiaries
including SOS
International Trading Co., Ltd ( SOSINT ), Qingdao SOS
Investment LLP
( SOSIL ), Qingdao SOS Digital Technologies Ltd. ( SOSDT
), Common
Prosperity Technology Co., Ltd. ( SOSCP ), SOS Ronghe Digital
Technology Co.,
Ltd. ( SOSRD ), Weigou International Trading Co., Ltd (
SOSWI ), Shuyun
International Trading Co., Ltd ( SOSSI ), SOS Auto Service
Co., Ltd. ( SOSAS ),
and Chexiaoer Technology Co., Ltd ( SOSCX ). Please reconcile
this disclosure to
your definition of variable interest entity(ies) on page iii, to
your disclosures on page
F-7 of entities, legal structure and or contractual relationship,
including
that SOSRD is a 31.22% subsidiary of SOSIT versus the 69% how
Qingdao
Enterprise Co. Ltd is reflected on page 4, to your related
disclosures beginning on
page F-28.
Clarify your disclosures that as of December 31, 2021 and 2020,
the VIE accounted
for an aggregate of 99% and 100%, respectively, of your
consolidated total assets,
99% and 100% respectively, of your consolidated total
liabilities, and 100% and
100% respectively, of your consolidated total net revenues since
your consolidating
financial schedules on pages F-30 thru F-38 and the VIE column
reflect immaterial
activity for the periods presented.
Disclose in Item 3., consolidating schedules of your financial
position and operations,
together with related cash flows consistent with your audited
consolidating financial
schedules on pages F-30 thru F-38.
Disclose a rollforward of investments in subsidiaries outside
China, in WFOE and in
China SOS that reconciles beginning and or ending balance, plus
or minus equity in
earnings of VIEs, equity in earnings of subsidiaries, foreign
currency translation and
other in arriving at investments in subsidiaries outside China,
in WFOE and in China
Yandai Wang
SOS Limited
October 20, 2022
Page 4
SOS prior to consolidation/elimination adjustments as of December
31, for the
periods presented.
Provide us with your proposed disclosure.
5. We note your disclosure on page 4, that the consolidated VIEs can only
distribute
dividends upon approval of the shareholders after they have met the
PRC requirements for
appropriation to the statutory reserves and until such reserves reach
50% of its registered
capital. Please enhance your disclosures to define registered capital
and disclose the
reserve requirement for the periods consistent with the consolidated
financial
statements included in your Form 20-F. Provide us with your proposed
disclosure.
6. In your Risk Factors Summary on page 7, please conform your summary to
include all
risk factors identified in Item 3. Key Information D. Risk Factors
Risks Relating to
Our Corporate Structure and Risks Relating to Doing Business in
China and cross
reference each of these individual risks to its relevant detailed risk
factor in Item
3.D. Provide us with your proposed disclosure.
7. Please revise your proposed disclosure in Item 3. to include a
separate Enforceability of
Civil Liability section regarding the ability to impose liability
on officers and directors
located in Hong Kong and China consistent with your risk factor
disclosure on pages 39 of
your 2021 Form 20-F. Provide us with your proposed disclosure.
8. Please disclose at the onset of Item 3, the risk to the underlying
operations of the VIE of
the ability and or impact to relocate and or reproduce operating
activities elsewhere should
operating in the PRC become prohibitive. Provide us with your proposed
disclosure.
Item 5. Operating and Financial Review and Prospects, page 55
9. You disclose that the Company has not provided any financial support
to the VIE and the
VIE s subsidiaries for the years ended at December 31, 2021 and
2020. Please clarify this
disclosure based on inter-company account activity presented in the
consolidating cash
flows on pages F-32, F-35 and F-38 and clarify your reference to "the
Company." Provide
us with your proposed disclosure.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameYandai Wang Sincerely,
Comapany NameSOS Limited
Division of
Corporation Finance
October 20, 2022 Page 4 Office of
Finance
FirstName LastName