United States securities and exchange commission logo
February 13, 2023
Ruowen Li
Chief Executive Officer
Qilun Group Inc.
Room 2201, Modern International Building, No. 3038
Jintian Road, Gangxia Community, Futian Street
Futian District, Shenzhen City, Guangdong Province
People s Republic of China
Re: Qilun Group Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed January 17,
2023
File No. 333-268512
Dear Ruowen Li:
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
December 1, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1. We note your response
to comment 5 and reissue in part. Please revise your cash flow
discussion to include a
cross-reference to the consolidated financial statements.
2. Please refer to your
HFCAA disclosures here and throughout the prospectus. We note that
there have been a
number of developments related to the HFCAA and its related statutes
and regulations. Please
revise the cover page and prospectus throughout based on the
most up to date
information.
Ruowen Li
Qilun Group Inc.
February 13, 2023
Page 2
Cash Transfers and Dividend Distributions, page 6
3. We note your response to comment 13 and reissue in part. Please
provide a cross-
reference to the consolidated financial statements.
The Offering, page 8
4. We note your response to comment 14 and reissue in part. Please revise
your disclosure
to consistently reflect which OTC market you wish to seek quotation
on. In this regard,
we note references to the OTC Market on the cover page and page 71 of
the prospectus.
5. We note your disclosure on the prospectus cover page that the
"offering is contingent on
obtaining a listing or quotation of the Shares on an existing public
market" and that the
"selling stockholders will sell at a fixed price of $0.20 per Share
until the ordinary shares
are listed or quoted on an existing public trading market." Please
revise this section to
disclose the market contingency and fixed price. Additionally, we note
that the offering
terms appear inconsistent. In this regard, you state the selling
shareholder will sell at a
fixed price until there is an existing public trading market but then
you also state that the
offering is contingent on obtaining a listing or quotation on an
existing public market.
The offering contingency and fixed price components appear to
conflict. Please revise as
applicable to clarify the terms of the offering.
"We have engaged in transactions with related parties . . .", page 14
6. We note your response to comment 18 and reissue. Please disclose the
material terms of
the agreements you have with Shenzhen Yuanheng Culture and Art
Creative Co., Ltd. in
the Related Party Transactions section on page 68. Additionally,
please file the
agreements as exhibits to your registration statement, or tell us why
you believe you are
not required to do so. Refer to Item 601(b)(10)(ii)(A) of Regulation
S-K.
Index to Consolidated Financial Statements, page F-1
7. We note your response to comment 24. However, you have not separately
disclosed
revenue or cost of revenue from related parties on the face of your
consolidated statements
of operations and comprehensive income. You also have not disclosed cash
changes in the
corresponding related party accounts receivable and accounts payable
amounts in the net
cash provided by operating activities section of your statements of cash
flows. Please
FirstName LastNameRuowen Li
disclose all related party amounts on the faces of your balance sheets,
statements of
Comapany NameQilun
operations Group Inc. income and statements of cash flows. Refer
to Rule 4-
and comprehensive
08(k)
February 13, of Regulation
2023 Page 2 S-X.
FirstName LastName
Ruowen Li
FirstName LastNameRuowen Li
Qilun Group Inc.
Comapany13,
February NameQilun
2023 Group Inc.
February
Page 3 13, 2023 Page 3
FirstName LastName
Item 8. Exhibits and Financial Schedules
(a) Exhibits
Exhibit 23.1, page II-1
8. Please have your auditors update the date of their consent and refer
to the financial
statements for the year ended December 31, 2020.
General
9. We note your response to comment 27 and reissue. Please revise the
Exhibits Index to
indicate that a local counsel opinion will be provided.
You may contact Aamira Chaudhry at (202) 551-3389 or Rufus Decker at
(202) 551-
3769 if you have questions regarding comments on the financial statements and
related
matters. Please contact Rucha Pandit at (202) 551-6022 or Donald Field at (202)
551-3680 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Eric Mendelson