United States securities and exchange commission logo
December 13, 2022
Xiao Jun Kong
Chief Executive Officer, Chief Financial Officer
China Foods Holdings Ltd.
Room 2301A China Resources Building
26 Harbour Road
Wanchai, Hong Kong
Re: China Foods
Holdings Ltd.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Form 10-Q for the
Three Months Ended March 31, 2022
Response dated
November 30, 2022
File No. 001-32522
Dear Xiao Jun Kong:
We have reviewed your November 30, 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
November 14, 2022 letter.
Response Letter dated November 30, 2022
Form 10-K for the Year Ended December 31, 2021
Item 1. Business, page 3
1. We note you did not
respond to our prior comment 1; therefore, we reissue in full. Please
amend this section to
provide all information required by Item 101(h) of Regulation S-K,
including, but not
limited to, your principal products or services and their markets,
distribution methods of
the products or services, competitive business conditions, sources
and availability of raw
materials and the names of principal suppliers, and the number of
total employees. Please
consult Item 101(h) of Regulation S-K for guidance.
Xiao Jun Kong
FirstName LastNameXiao
China Foods Holdings Ltd.Jun Kong
Comapany13,
December NameChina
2022 Foods Holdings Ltd.
December
Page 2 13, 2022 Page 2
FirstName LastName
2. We note that you did not respond to our prior comment 2; therefore we
will reissue in
full. We note your response to comment 3 in our November 14, 2022
letter and your
proposed disclosure regarding the legal and operational risks
associated with being based
in or having the majority of the company's operations in China. Please
revise your
proposed disclosure further to explicitly note how recent statements
and regulatory actions
by China's government have or may impact the company's ability to
accept foreign
investments or list on a U.S. or other foreign exchange.
3. We note your response to our prior comment 3 and your proposed
disclosure that your
auditor is currently not inspected by the PCAOB. Please revise your
proposed disclosure
further to expressly state that you have been included on the
Commission s conclusive list
of issuers identified under the HFCAA as having retained a registered
public accounting
firm to issue an audit report where the firm has a branch or office
that: (1) is located in a
foreign jurisdiction and (2) the PCAOB has determined that it is
unable to inspect or
investigate completely because of a position taken by an authority in
the foreign
jurisdiction.
4. We note your response to our prior comment 4. We also note that your
proposed
disclosure states, among other things, that "[t]here is no further
Nevada statutory
restriction on the amount of funds which may be distributed by [you]
by dividend" and
that you "do not have any PRC subsidiaries." Please reconcile these
statements with your
disclosure that you are a Delaware holding company and that you
conduct your business
through your "wholly owned subsidiary Guangzhou Xiao Xiang Health
Industry Company
Limited, a limited liability company organized under the laws of
China[.]"
Item 9A. Controls and Procedures, page 44
5. We note your response to our prior comment 5 that the management
conclusion was
inaccurately reported and will be amended to clarify this confusion.
It is not clear from
your response how management plans to respond to this comment in the
amendment.
Please tell us if management concluded its internal control over
financial reporting was
effective or not effective and if management concluded it was
effective, please explain
how you were able to arrive at this conclusion despite your conclusion
that disclosure
controls and procedures were not effective.
Executive Compensation, page 48
6. We note your response to our prior comment 6. Please revise your
proposed disclosure to
note how much time Mr. Kong devotes to his role as Chief Executive
Officer
of Guangdong HY Capital Management CO. LTD. We also note your
disclosure that
"[t]hese companies are not competitors of the company, and these roles
do not conflict
with [Mr. Kong's] role as CEO and director of the company." Please
disclose whether Mr.
Kong serves in any other roles with any other entities outside of the
company.
Xiao Jun Kong
FirstName LastNameXiao
China Foods Holdings Ltd.Jun Kong
Comapany13,
December NameChina
2022 Foods Holdings Ltd.
December
Page 3 13, 2022 Page 3
FirstName LastName
Exhibits
7. Please file all exhibits required by Item 601 of Regulation S-K with
your amended 10-K,
including, but not limited to, any plans of acquisition,
reorganization, arrangement,
liquidation or succession, articles of incorporation, bylaws,
description of your securities,
material contracts, list of subsidiaries, and consents of experts.
Please consult Item 601 of
Regulation S-K for guidance.
General
8. We note that you did not respond to our prior comment 8; therefore, we
reissue in full.
Please revise your disclosure further to discuss the risk that the
Chinese government may
intervene or influence your operations at any time, or may exert more
control over
offerings conducted overseas and/or foreign investment in China-based
issuers, which
could result in a material change in your operations and/or the value
of your securities.
Acknowledge any risks that any actions by the Chinese government to
exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
9. We note your response to our prior comment 9 and your proposed
disclosure regarding the
Holding Foreign Companies Accountable Act. Please revise your
disclosure to note that
the United States Senate has passed the Accelerating Holding Foreign
Companies
Accountable Act, which, if enacted, would decrease the number of
non-inspection years
from three years to two years, and thus, would reduce the time before
your securities may
be prohibited from trading or delisted. Update your disclosure to
reflect that the
Commission adopted rules to implement the HFCAA and that, pursuant to
the HFCAA,
the PCAOB has issued its report notifying the Commission of its
determination that it is
unable to inspect or investigate completely accounting firms
headquartered in mainland
China or Hong Kong.
Form 10-Q for the Three Months Ended March 31, 2021
Financial Statements
Note 2. Summary of Significant Accounting Policies
Disaggregation of Revenue, page 13
10. We note your response to our prior comment 11. Your proposed revised
disclosure
appears to move consultant service fee income to sales of healthcare
in the table on page
13. However, the disclosure on page 14 indicates that these sales are
from wine products,
please clarify.
Xiao Jun Kong
China Foods Holdings Ltd.
December 13, 2022
Page 4
You may contact Julie Sherman at (202) 551-3640 or Brian Cascio,
Accounting Branch
Chief at (202) 551-3676 if you have questions regarding comments on the
financial statements
and related matters. Please contact Joshua Gorsky at (202) 551-7836 or Laura
Crotty at (202)
551-7614 with any other questions.
Sincerely,
FirstName LastNameXiao Jun Kong
Division of
Corporation Finance
Comapany NameChina Foods Holdings Ltd.
Office of Life
Sciences
December 13, 2022 Page 4
cc: Conn Flanigan
FirstName LastName