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United States securities and exchange commission logo
July 27, 2023
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
People's Republic of China
Re: UP Fintech Holding
Ltd.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-38833
Dear John Fei Zeng:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 148
1. Please supplementally
describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
determination. In
addition, please tell us whether you have relied upon third party
John Fei Zeng
UP Fintech Holding Ltd.
July 27, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I (b)(5) are provided
for only your
Company. Please note that Item 16I(b) requires that you provide
disclosures for
yourself and your consolidated foreign operating entities, including
variable interest
entities or similar structures.
With respect to (b)(5), please provide the required information for
you and all of your
consolidated foreign operating entities in your supplemental
response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to the best of our knowledge." Please
supplementally
confirm without qualification, if true, that your articles and the
articles of your
consolidated foreign operating entities do not contain wording from any
charter of the
Chinese Communist Party.
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.
Please contact Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377
with
any questions.
Sincerely,
FirstName LastNameJohn Fei Zeng
Division of
Corporation Finance
Comapany NameUP Fintech Holding Ltd.
Disclosure Review
Program
July 27, 2023 Page 2
cc: Sara von Althann, Esq.
FirstName LastName