MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
8/F East Area
Century Golden Resources Business Center
69 Banjing Road
Haidian District
Beijing, People's Republic of China
100089
January 26, 2005
By EDGAR Transmission and by Facsimile Transmission
Mr. Andrew Mew
Staff Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Mail Stop 0409
Re: Minghua Group International Holdings Limited
Form 8-K Filed January 11, 2005
Minghua Group International Holdings Limited (Minghua or the Company)
hereby submits its responses to the comments of the staff (the Staff) of the
Securities and Exchange Commission (the Commission) set forth in the Staff's
letter, dated January 18, 2005, providing the Staff's comments with respect to
the above referenced current report on Form 8-K (the 8-K).
For the convenience of the Staff, each of the Staff's comments is included
and is followed by the corresponding response of Minghua. References in this
letter to "we," "us" and "our" refer to Minghua unless the context indicates
otherwise.
Disagreements
1. Please revise to clarify the periods in which there were no
disagreements with Livingston, Wachtell & Co. LLP on any matters of
accounting principles or practices, financial disclosures, or
auditing scope or procedure. For example, state whether during the
registrant's most recent fiscal year and any subsequent interim
period through the date of dismissal, there were any disagreements
with the former accountant on any matter of accounting principles or
practices, financial disclosures, or auditing scope or procedure.
Minghua Response:
We have filed with the SEC today an amendment to the 8-K. The 8-K/A
contains revised disclosure that clarifies the periods in which there were
no disagreements with Livingston, Wachtell & Co., LLP on any matters of
accounting principles or practices, financial disclosures, or auditing
scope or procedure.
Company Acknowledgement
Minghua hereby acknowledges that:
o Minghua is responsible for the adequacy and accuracy of the
disclosure in the filings;
o Staff comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose the
Commission from taking any action with respect to the filing;
o Minghua may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
* * *
If you would like to discuss any of the responses to the Staff's comments
or if you would like to discuss any other matters, please contact the
undersigned at (86) 10-884-52568 or Louis A. Bevilacqua, Esq. of Thelen Reid &
Priest LLP, our outside special securities counsel at (202) 508-4281.
Sincerely,
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED.
By: /s/ Chang-de Li
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Chang-de Li
Interim Chief Executive Officer