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November 8, 2018
Qiang Chen
Chief Executive Officer
Asia Times Holdings Ltd.
Suite 3902, 5th Building
Dachong International Center
Nanshan District
Shenzhen, China
Re: Asia Times Holdings Ltd.
Draft Registration Statement on Form F-1
Filed on October 15, 2018
CIK No. 0001755058
Dear Mr. Chen:
We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1, CIK No. 0001755058
Corporate Structure, page 4
1. Please revise your corporate structure chart to also indicate the
structure upon completion
of your initial public offering. Include the percentage ownership in the
registrant by public
shareholders and material beneficial owners. Also, Ronghua Liu and Ka
Feng's direct
ownership and control over the operating entity in China and any
ownership either has, or
will have, in the issuer.
Qiang Chen
FirstName LastNameQiang Chen
Asia Times Holdings Ltd.
Comapany 8, 2018
November NameAsia Times Holdings Ltd.
November 8, 2018 Page 2
Page 2
FirstName LastName
Risk Factors
Risks Relating to Doing Business in China
There are significant uncertainties under the Draft Foreign Investment Law...,
page 14
2. Revise your general risk factor captions throughout this section to
specifically highlight
the risk of non-compliance facing the company. For example, where
regulatory
compliance is predicated on filings and registrations with the
appropriate Chinese
regulatory body and the required actions have not yet been taken, the
potential violative
non-action should be prominently highlighted in the caption, with the
text of the risk
factor providing the necessary context.
3. Clarify in a separately captioned risk factor that you are not
required by current Chinese
law to operate your business through a VIE structure because direct
foreign ownership of
your operating company in China is not restricted nor prohibited.
Highlight by voluntarily
using the VIE structure, shareholders are subject to greater
uncertainty as to the legality of
their share ownership.
Our contractual arrangements with Qianhai and its shareholders may not be
effective..., page 18
4. Disclose whether either of the two shareholders of Qianhai have any
material relationships
with any of the principal shareholders of the Company.
Our pre-IPO shareholders will be able to sell their shares upon completion of
this offering., page
27
5. Please revise to disclose the number of shares that could be sold
pursuant to Rule 144
during the pendency of this offering.
Use of Proceeds, page 31
6. We note that you intend to use the net offering proceeds for purposes
that relate to your
operations conducted in the PRC. We also note that you are only
permitted under PRC
laws and regulations to provide funding to your PRC subsidiary through
loans and capital
contributions and to your VIE through loans, subject to applicable
government registration
and approval requirements. To provide context, please quantify how
much of your net
offering proceeds would likely be available for investment in your PRC
operations. For
example, quantify the current statutory limits on your ability to loan
or make capital
contributions to your PRC subsidiary, and to make loans to your VIE.
Also disclose, if
true, that you expect the IPO proceeds to be used in China in the form
of RMB and that
you will need to convert any capital contributions or loans from U.S.
dollars to RMB.
Lastly, discuss how long it would take and how likely it would be that
you would receive
the necessary approvals to use the proceeds for the intended purposes.
7. Expand the use of proceeds table to highlight the amount and use of
proceeds at levels
between the minimum and maximum offering amounts.
Qiang Chen
FirstName LastNameQiang Chen
Asia Times Holdings Ltd.
Comapany 8, 2018
November NameAsia Times Holdings Ltd.
November 8, 2018 Page 3
Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 36
8. Explain the "Registration fee" component of your operating revenues.
Plan of Operation, page 39
9. Explain how you expect to generate revenues from your news and media
website.
Regulations, page 66
10. We note your characterization of regulations discussed in this section
as those that "are
relevant to our business and operations in China." However, the
discussion focuses on
summarizing regulations without explaining how they impact your
operations in China,
and in some case, the regulations do not apply to your operations in
China. For example,
your summary of the M&A Rules concludes with a statement that "the M&A
Rules do not
apply to Huaya Consultant." If that is the case, it is not clear why
the discussion of the
M&A rules is included? Please advise and/or revise.
Financial Statements
Note 1 - Organization and Business Description, page F-7
11. Refer to the disclosure on page F-7 that your equity interest in
Qianhai Asia Times
(Shenzen) International Fund Management Co., Ltd. was "spun-off". We
also note the
disclosure on page 84 that you sold 45% of your equity ownership in
Qianhai Asia Times
(Shenzen) International Fund Management Co., Ltd. for RMB 31,500
($4,586) on August
13, 2018. Please revise the disclosure to resolve this inconsistency.
Note 14 - Subsequent Events, page F-20
12. Please expand the disclosure of the acquisition of the financial and
news meda platform,
CNNM, in September 2018 to include the purchase price allocation, if
material.
Signatures, page II-4
13. Please revise to indicate who is signing in the capacity of principal
accounting officer or
controller. Please refer to Form F-1, Signatures, Instructions.
General
14. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
15. We note that you cite to industry research for information and
statistics regarding business
and economic trends. Please provide us with marked copies of any
materials that support
Qiang Chen
Asia Times Holdings Ltd.
November 8, 2018
Page 4
these and other third-party statements, clearly cross-referencing a
statement with the
underlying factual support. Confirm for us that these documents are
publicly available.
Tell us whether any of the reports were prepared for you or in
connection with the
offering. We note by way of example only the Industry Overview Report
prepared by
Frost Sullivan Information Ltd., referenced on page 2, and the
International Monetary
Fund statistic cited at page 46.
You may contact Claire DeLabar, Staff Accountant, at 202-551-3349, or
Terry French,
Accounting Branch Chief, at 202-551-3828, if you have questions regarding
comments on the
financial statements and related matters. Please contact Paul Fischer, Staff
Attorney, at 202-551-
3415, or Larry Spirgel, Assistant Director, at 202-551-3815, with any other
questions.
FirstName LastNameQiang Chen Sincerely,
Comapany NameAsia Times Holdings Ltd.
Division of
Corporation Finance
November 8, 2018 Page 4 Office of
Telecommunications
FirstName LastName