United States securities and exchange commission logo
September 5, 2023
Victor I.H. Sun
Chief Executive Officer
ZHEN DING RESOURCES INC.
Suite 111, 3900 Place De Java, Second Floor, Brossard
Quebec, Canada
Re: ZHEN DING RESOURCES
INC.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 30,
2023
File No. 333-193211
Dear Victor I.H. Sun:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 10-K for the Year Ended December 31, 2022
Item 1A. Risk Factors
Chinese Regulations Affecting Our Company, page 8
1. Given the significant
oversight and discretion of the government of the People s Republic
of China (PRC) over the
operations of your business, please describe any material impact
that intervention or
control by the PRC government has or may have on your business or
on the value of your
securities. We remind you that, pursuant to federal securities rules,
the term control
(including the terms controlling, controlled by, and under
common control with )
means the possession, direct or indirect, of the power to direct or
cause the direction of
the management and policies of a person, whether through the
ownership of voting
securities, by contract, or otherwise.
Victor I.H. Sun
FirstName LastNameVictor
ZHEN DING RESOURCESI.H.INC.Sun
Comapany 5,
September NameZHEN
2023 DING RESOURCES INC.
September
Page 2 5, 2023 Page 2
FirstName LastName
U.S. Regulations Affecting Our Company, page 12
2. 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.
Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations,
page 27
3. Please provide a clear description of how cash is transferred through
your organization.
Disclose your intentions to distribute earnings or settle amounts owed
under the joint
venture agreements in PRC. Quantify any cash flows and transfers of
other assets by type
that have occurred between you, your subsidiaries, and the
consolidated joint ventures,
and direction of transfer. Quantify any dividends or distributions
that a subsidiary or
consolidated joint ventures have made to you 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 and/or the
consolidated joint
ventures, to the parent company and U.S. investors as well as the
ability to settle amounts
owed under the joint venture agreements.
In closing, 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 Steve Lo at 202-551-3394 or Craig Arakawa at
202-551-3650 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation