United States securities and exchange commission logo
June 21, 2023
Xin Wang
Chief Executive Officer
Meihua International Medical Technologies Co., Ltd.
88 Tongda Road, Touqiao Town
Guangling District, Yangzhou, 225000
People s Republic of China
Re: Meihua
International Medical Technologies Co., Ltd.
Annual Report on
Form 20-F
Filed April 14,
2023
File No. 001-41291
Dear Xin Wang:
We have reviewed your filing 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.
Annual Report on Form 20-F, filed April 14, 2023
Introductory Notes
Use of Certain Defined Terms, page ii
1. We note your defined
term "China" excludes "Taiwan and the special administrative
regions of Hong Kong
and Macau for the purposes of this report only." Please clarify
that the legal and
operational risks associated with operating in China discussed elsewhere
in the annual report
also apply to operations in Hong Kong and Macau.
Item 3. Key Information, page 1
2. At the onset of Item 3,
please disclose prominently that you are not a Chinese operating
company but a Cayman
Islands holding company with operations conducted by your
subsidiaries. In
addition, please provide early in the Key Information section a diagram of
the company s
corporate structure.
Xin Wang
FirstName LastNameXin Wang
Meihua International Medical Technologies Co., Ltd.
Comapany
June NameMeihua International Medical Technologies Co., Ltd.
21, 2023
June 21,
Page 2 2023 Page 2
FirstName LastName
3. At the onset of Item 3, please provide prominent disclosure about the
legal and operational
risks associated with being based in or having the majority of the
company s operations in
China. Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of your securities or 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. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to data security or anti-monopoly concerns, have or
may impact the
company s ability to conduct its business, accept foreign
investments, or list on a U.S. or
other foreign exchange.
4. At the onset of Item 3, please disclose the location of your auditor
s headquarters and
whether and how the Holding Foreign Companies Accountable Act, as
amended by the
Consolidated Appropriations Act, 2023, and related regulations will
affect your company.
5. Please clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. For example, please disclose, if true, that your
subsidiaries conduct
operations in China. In this regard, we note your disclosure on page
ii that we, us,
our company, our, the Company, and Meihua
International may refer to various
entities, including your PRC operating subsidiaries, depending on the
context.
6. At the onset of Item 3, please provide a clear description of how cash
is transferred
through your organization. Disclose your intentions to distribute
earnings. Quantify any
cash flows and transfers of other assets by type that have occurred
between the holding
company and its subsidiaries, and direction of transfer. Quantify any
dividends or
distributions that a subsidiary have made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your
disclosure should
make clear if no transfers, dividends, or distributions have been made
to date. Describe
any restrictions on foreign exchange and your ability to transfer cash
between entities,
across borders, and to U.S. investors. Describe any restrictions and
limitations on your
ability to distribute earnings from the company, including your
subsidiaries, to the parent
company and U.S. investors.
7. At the onset of Item 3, please disclose each permission or approval
that you or your
subsidiaries are required to obtain from Chinese authorities to
operate your business and
to offer securities to foreign investors. State whether you or your
subsidiaries are covered
by permissions requirements from the China Securities Regulatory
Commission
(CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency
that is required to approve your operations, and state affirmatively
whether you have
received all requisite permissions or approvals and whether any
permissions or approvals
have been denied. Please also describe the consequences to you and
your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions
or approvals, (ii)
Xin Wang
Meihua International Medical Technologies Co., Ltd.
June 21, 2023
Page 3
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
8. At the onset of Item 3, please disclose the risks that your corporate
structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and 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 your
securities to significantly decline or be worthless.
9. Please revise your disclosure to include in Item 3 a separate
"Enforceability of Civil
Liability" section regarding the ability to impose liability on
officers and directors located
in Hong Kong and China (or elsewhere outside of the U.S., if
applicable). This disclosure
should be consistent with your risk factor disclosure under the
captions "Certain
judgments obtained against us by our shareholders may not be
enforceable." on page 14
and "You may experience difficulties in effecting service of legal
process, enforcing
foreign judgments or bringing actions in the PRC against us or our
management named in
the report based on foreign laws." on page 17.
Risk Factors
Risks Related to Our Corporate Structure
Certain judgments obtained against us by our shareholders may not be
enforceable, page 14
10. We note your statement that your current officers "are nationals and
residents of countries
other than the United States." Please expand on this risk factor to (i)
reference your
current directors in addition to your current officers and (ii) note the
specific countries in
FirstName LastNameXin Wang
which they reside. For example, if true, please state that your
directors and officers are
Comapany NameMeihua
located in the PRCInternational
and, as such,Medical
it will beTechnologies Co., Ltd.
even more difficult to
enforce liabilities against
them or against
June 21, 2023 Page 3 any directors and officers located outside of the
U.S.
FirstName LastName
Xin Wang
FirstName LastNameXin Wang
Meihua International Medical Technologies Co., Ltd.
Comapany
June NameMeihua International Medical Technologies Co., Ltd.
21, 2023
June 21,
Page 4 2023 Page 4
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Megan J. Penick, Esq.