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United States securities and exchange commission logo
April 8, 2022
John Fei Zeng
Chief Financial Officer
UP Fintech Holding Ltd
18/F, Grandyvic Building, No. 1 Building
No. 16 Taiyanggong Middle Road, Chaoyang District
Beijing, 100020 PRC
Re: UP Fintech Holding
Ltd
Form 20-F filed
April 28, 2021
For the Fiscal Year
Ended December 31, 2020
Response dated
February 2, 2022
File No. 001-38833
Dear Mr. Zeng:
We have reviewed your February 2, 2022 response to our comment
letter 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 20-F for the Fiscal Year Ended December 31, 2020
Part I, page 5
1. We note your response
and proposed revision to comment one. Please ensure your future
filing includes the
following statements at the on-set of Part 1:
You are not a
Chinese operating company but a Cayman Islands holding company
with operations
conducted by your subsidiaries and through contractual arrangements
with a variable
interest entity based in China and that this structure involves unique
risks to
investors.
Your VIE structure
is used to replicate foreign investment in Chinese-based
companies where
Chinese law prohibits direct foreign investment in the operating
companies, and
disclose that investors may never directly hold equity interests in the
Chinese operating
company.
John Fei Zeng
FirstName
UP FintechLastNameJohn
Holding Ltd Fei Zeng
Comapany
April NameUP Fintech Holding Ltd
8, 2022
April 28, 2022 Page 2
Page
FirstName LastName
Chinese regulatory authorities could disallow this structure,
which would likely result
in a material change in your operations and/or value of your
ADSs, including that it
could cause the value of such securities to significantly decline
or become worthless.
VIE agreements have not been tested in a court of law (if
true).
2. Please disclose whether your auditor is subject to the determinations
announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
Accountable Act and related regulations will affect your operations
and investors holdings
in your ADSs. Please disclose how the Accelerating Holding Foreign
Companies
Accountable Act, if enacted, will affect your operations and
investors. In addition, please
include a cross-reference to where this is discussed at the onset of
Item 3.
3. In future filings please address the following:
Please disclose whether you have difficulty in transferring cash
to/from the holding
company, the subsidiaries, the VIEs, and investors.
Please include quantitative disclosure regarding the transfer of
cash to/from the
holding company, the subsidiaries, the VIEs and investors.
Please include cross-references to the condensed consolidating
schedule and the
consolidated financial statements.
Please disclose, or cross-reference to the relevant section at the
onset of Part 1
whether or not you have cash management policies that dictate how
funds are
transferred between the VIEs and your subsidiaries. If you have
such policies, also
cross reference to them within the index of China based risks to
a more detailed
description at the onset of Item 3.
Please disclose here, at the onset of Item 3, in the summary of
risk factors section and
the risks factor section that there is no assurance that the PRC
government will not
intervene or impose restrictions on the company s ability to
transfer cash.
Item 3. Key Information, page 6
4. At the onset of Item 3, please revise your future filing to disclose
clearly that the company
uses a structure that involves a VIE based in China and what that
entails and provide early
in the summary a diagram of the company s corporate structure,
including who the equity
ownership interests are of each entity. Describe all contracts and
arrangements through
which you purport to obtain economic rights and exercise control that
results in
consolidation of the VIE s operations and financial results into
your financial statements.
Identify clearly the entity in which investors are purchasing their
interest and the entities
in which the company s operations are conducted. Describe the
relevant contractual
agreements between the entities and how this type of corporate
structure may affect
investors and the value of their investment, including how and why the
contractual
arrangements may be less effective than direct ownership and that the
company may incur
substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties
regarding the status of the rights of the Cayman Islands holding
company with respect to
its contractual arrangements with the VIE, its founders and owners,
and the challenges the
John Fei Zeng
UP Fintech Holding Ltd
April 8, 2022
Page 3
company may face enforcing these contractual agreements due to
uncertainties under
Chinese law and jurisdictional limits. Be sure to address the
following items:
The diagram should show the structure of the company, including
the domicile using
dotted lines to show contractual relationships.
The diagram should clearly identify the entity in which investors
hold their interest
and the entities in which the company s operations are
conducted.
5. In future filings, please incorporate the following items:
Please revise disclose each permission or approval that you, your
subsidiaries, or the
VIEs are required to obtain from Chinese authorities to operate
your business and to
offer the securities being registered to foreign investors. State
whether you, your
subsidiaries, or VIEs 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 the VIE s
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, your
subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
approvals, (ii) 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.
Pleases disclose whether you relied on the advice of counsel, and,
if so, identify said
counsel and include a consent of counsel in the exhibit index.
Item 3.D. Risk Factors, page 6
6. In future filings, please revise your risk factor section to begin
with a summary/index of
all China based issuer risks and related page numbers, after your
introductory paragraph.
"We rely on contractual arrangements with our VIEs...", page 32
7. In future filings, please revise all statements referring to "direct
ownership" in the VIEs to
refrain from using the word "direct." For example, "contractual
arrangements with the
VIE, may not be as effective as ownership in providing operational
control." Likewise,
please refrain from using the terminology "our VIEs" where ever
applicable, as the
implied ownership is problematic. Rather just simply refer to "the
VIEs."
"Judgments obtained against us by our shareholders...", page 48
FirstName LastNameJohn Fei Zeng
8. In future filings, please revise to include a risk factor discussing the
enforceability of civil
Comapany NameUP
liability Fintech
provisions Holding
of the Ltd
U.S. securities laws upon your China based
directors and
officers.
April 8, 2022 Page 3
FirstName LastName
John Fei Zeng
FirstName
UP FintechLastNameJohn
Holding Ltd Fei Zeng
Comapany
April NameUP Fintech Holding Ltd
8, 2022
April 48, 2022 Page 4
Page
FirstName LastName
You may contact Lory Empie at 202-551-3714 or Michael Henderson at
202-551-3364 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation
Finance
Office of Finance