United States securities and exchange commission logo
November 16, 2023
Vivien Weiwei Wang
Chief Financial Officer
iHuman Inc.
Floor 8, Building B
No. 1 Wangjing East Road
Chaoyang District, Beijing 100102
People s Republic of China
Re: iHuman Inc.
Form 20-F for
Fiscal Year Ended December 31, 2022
Response dated
October 24, 2023
File No. 001-39591
Dear Vivien Weiwei Wang:
We have reviewed your October 24, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 26, 2023
letter.
Response Letter dated October 24, 2023
"Our business generates and processes data in the ordinary course, and
we are required to
comply with PRC and . . . ", page 23
1. We note your proposed
revised disclosure in response to comment 1, including that you
have been "advised" by
PRC counsel that you are not required to apply with the
Cybersecurity Review
Office for a cybersecurity review and that you are in compliance
with the permissions
and approvals requirements under the existing PRC regulations and
policies on
cybersecurity, data security and personal data protection issued by the
CAC. Please tell us if
you are relying on the opinion of counsel in this context and if so,
please revise to state
as much. If you are not relying on the opinion of counsel, please
revise to state as
much, and explain why not.
Vivien Weiwei Wang
FirstName LastNameVivien Weiwei Wang
iHuman Inc.
Comapany 16,
November NameiHuman
2023 Inc.
November
Page 2 16, 2023 Page 2
FirstName LastName
General
2. We note your response to comment 2, as well as your proposed revised
disclosure
that "[i]f we or the VIE is found to be in violation of any existing
or future laws or
regulations in mainland China, or fail to obtain or maintain any of
the required permits or
approvals, the relevant mainland China regulatory authorities would
have a certain degree
of discretion within their scope of authority to take action in
dealing with such violations
or failures." Please revise to revert to your original disclosure that
"China regulatory
authorities would have broad discretion to take action in dealing with
such violations or
failures." Please tell us what your disclosure will look like.
3. We note your proposed revised disclosure that the "mainland China
government
has significant oversight and discretion over the conduct of our
business, and may
intervene or influence our operations." In future filings, please
revise to disclose that the
mainland China government may intervene or influence your operations
at any time,
which could result in a material change in your operations and/or the
value of your
securities. Please tell us what your disclosure will look like.
4. We note your proposed revised disclosure that [t]he interpretation
and application of
current and future laws, regulations and rules in mainland China
regarding the status of
the rights of our Cayman Islands holding company with respect to its
contractual
arrangements with the VIE and its shareholders are subject to changes.
Please revise to
revert to your original disclosure that [t]here are substantial
uncertainties regarding the
interpretation and application . . . . (Emphasis added). Please
tell us what your
disclosure will look like.
5. We note your proposed revised disclosure that "the mainland China
government may
promulgate certain regulations and rules to exert more oversight over
offerings that are
conducted overseas and foreign investment in mainland China-based
issuers depending on
the facts and circumstances," and that, "[i]n the event that we fail
to comply with any legal
and regulatory requirements of mainland China in relation to overseas
securities issuance
or foreign investment, our ability to offer or continue to offer
securities to investors could
be significantly limited or completely hindered and the value of such
securities could
significantly decline or become worthless." In future filings, please
revise to clarify that,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, any such action 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. In revising your
disclosure, please also
refrain from indicating that such changes may be "depending on the
facts and
circumstances." Please tell us what your disclosure will look like. In
this regard, while
we note your response that you are "not owned or controlled by a
governmental entity of
mainland China," we remind you that, pursuant to federal securities
rules, the term
control (including the terms controlling, controlled
by, and under common control
Vivien Weiwei Wang
iHuman Inc.
November 16, 2023
Page 3
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."
Please contact Robert Shapiro at 202-551-3273 or Stephen Kim at
202-551-3291 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Cara Wirth at 202-551-7127 with any
other questions.
Sincerely,
FirstName LastNameVivien Weiwei Wang
Division of
Corporation Finance
Comapany NameiHuman Inc.
Office of Trade &
Services
November 16, 2023 Page 3
cc: Peng Dai, Chief Executive Officer
FirstName LastName