Bill Huo Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 Email: bhuo@beckerlawyers.com Phone: (212) 599-3322 Fax: (212) 557-0295 |
March 16, 2023 | VIA EDGAR |
Division of Corporation Finance
Office of Energy & Transportation
450 Fifth Street N.W.
Washington, DC 20549
Attention: | Mr. Mr. Brian McAllister, Mr. Raj Rajan |
Re: | MingZhu Logistics Holdings Limited |
Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
filed March 3, 2023
Response dated March 3, 2023
File No. 001-39564
Dear Mr. McAllister and Mr. Rajan:
On behalf of our client, MingZhu Logistics Holdings Limited (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses and proposed changes to the comments contained in the Staff’s letter dated March 9, 2023 on the Company’s Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021 submitted on March 3, 2022.
The Company plans to submit its Amendment No. 5 to Form 20-F (the “Revised Form 20-F”) with exhibits via EDGAR to the Commission after the Staff finishes the review of the proposed changes as set forth in this correspondence.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Form 20-F where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Form 20-F.
Amendment No. 4 to Form 20-F for the fiscal year ended December 31, 2021
Financial Statements
Notes to Consolidated Financial Statements
Note 2 - Restatement of Previously Issued Financial Statements, page F-9
1. | We note your revised disclosures and restatements in response to prior comment 2. We note your revised valuation of 3,189,000 ordinary shares issued in the acquisition of Cheyi BVI as purchase consideration was based on the quoted trading price of $2.12 per share on the date of acquisition. However, it appears you have recorded the revisions in purchase consideration arising from changes in the valuation of shares issued by reducing other payables and accrued liabilities rather than in the statement of changes in shareholders' equity. Please revise your financial statements and disclosures as appropriate or advise. In addition, please revise the total amount purchase consideration disclosed in notes 1, 12 and 20. |
Response: In response to the Staff’s comments, the Company plan to revise the disclosure in the Revised Form 20-F as below:
Page 46:
Pursuant to the agreement, the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of$29,466,032 $23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 Company’s ordinary shares (representing$12,756,000 $6,760,680 with$4.00 $2.12 per ordinary share) and payment of $2,000,000 at closing, and Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if Cheyi BVI’s audited net income for its fiscal year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi BVI’s audited financial statements.
Page 91:
As of December 31, 2021 | ||||||||||||||||||||||||||||
The Company | WFOE | Directly owned PRC subsidiaries | Other subsidiaries | VIEs | Eliminations | Total | ||||||||||||||||||||||
Cash and restricted cash | $ | 3,079,046 | $ | - | $ | 430,878 | $ | 765,128 | $ | 1,477,065 | $ | - | $ | 5,752,117 | ||||||||||||||
Intercompany receivables | $ | 14,083,531 | $ | - | $ | - | $ | 8,852,220 | $ | - | $ | (22,935,751 | ) | $ | - | |||||||||||||
Total current assets | $ | 17,162,577 | $ | - | $ | 28,734,263 | $ | 9,617,348 | $ | 7,030,714 | $ | (22,935,751 | ) | $ | 39,609,151 | |||||||||||||
Investments in subsidiaries and VIEs | $ | 23,470,712 | $ | 9,313,142 | $ | - | $ | 5,516,783 | $ | - | $ | (38,300,637 | ) | $ | - | |||||||||||||
Total non-current assets | $ | 32,970,712 | $ | 9,313,142 | $ | 2,511,855 | $ | 5,516,783 | $ | 10,576,090 | $ | (24,143,067 | ) | $ | 36,745,515 | |||||||||||||
Total assets | $ | 50,133,289 | $ | 9,313,142 | $ | 31,246,118 | $ | 15,134,131 | $ | 17,606,804 | $ | (47,078,818 | ) | $ | 76,354,666 | |||||||||||||
Total liabilities | $ |
15,160,935 | $ | - | $ | 19,566,067 | $ | 14,692,288 | $ | 8,293,662 | $ | (23,031,900 | ) | $ |
34,681,052 | |||||||||||||
Total shareholders’ equity | $ |
34,972,354 | $ | 9,313,142 | $ | 11,680,051 | $ | 441,843 | $ | 9,313,142 | $ | (24,046,918 | ) | $ |
41,673,614 | |||||||||||||
Total liabilities and shareholders’ equity | $ | 50,133,289 | $ | 9,313,142 | $ | 31,246,118 | $ | 15,134,131 | $ | 17,606,804 | $ | (47,078,818 | ) | $ | 76,354,666 |
Page 95:
Pursuant to the agreement, the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of$29,466,032 $23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 Company’s ordinary shares (representing$12,756,000 $6,760,680 with$4.00 $2.12 per ordinary share) and payment of $2,000,000 at closing, and Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if Cheyi BVI’s audited net income for its fiscal year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi BVI’s audited financial statements.
Page 110:
For the year ended December 31, 2021, we had a cash flow used in operating activities of $23,784,162 as compared to a cash used in operating activities of $890,209 for the year ended December 31, 2020. As of December 31, 2021, and 2020, we had cash of $5,752,117 and $11,605,625, respectively, and our working capital was$11,303,470 $5,308,150 and $17,696,726, respectively. The decrease of$6,393,256 $12,388,576 in working capital was mainly due to the acquisition completed and the business cooperation during year 2021.
Page 137:
Pursuant to the agreement, the total consideration for the acquisition of 100% equity ownership of Cheyi BVI was an aggregate of$29,466,032 $23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 Company’s ordinary shares (representing$12,756,000 $6,760,680 with$4.00 $2.12 per ordinary share) and payment of $2,000,000 at closing, and Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if Cheyi BVI’s audited net income for its fiscal year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi BVI’s audited financial statements.
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Page F-4:
As of December 31, 2021 | As of December 31, 2020 | |||||||
USD | USD | |||||||
Restatement | Reclassification | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 5,752,117 | $ | 2,105,625 | ||||
Restricted cash | - | 9,500,000 | ||||||
Accounts receivable, net | 3,650,005 | 5,343,716 | ||||||
Prepayments | 5,473,938 | 1,059,335 | ||||||
Other receivables | 1,540,044 | 31,082 | ||||||
Loans receivable | 22,487,767 | 11,416,940 | ||||||
Amount due from related parties | 705,280 | 741,340 | ||||||
Total current assets | 39,609,151 | 30,198,038 | ||||||
NON-CURRENT ASSET | ||||||||
Property and equipment, net | 12,224,582 | 3,448,109 | ||||||
Deferred tax assets | 35,491 | 31,852 | ||||||
Deposits | 10,327,872 | 261,992 | ||||||
Goodwill | 14,157,570 | - | ||||||
Total non-current asset | 36,745,515 | 3,741,953 | ||||||
Total assets | $ | 76,354,666 | $ | 33,939,991 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank borrowings | $ | 7,579,324 | $ | 6,551,724 | ||||
Accounts payable | 1,344,532 | 1,415,591 | ||||||
Other payables and accrued liabilities |
19,269,124 | 531,120 | ||||||
Amount due to related parties | 294,344 | 993,846 | ||||||
Tax payable | 3,133,294 | 2,722,409 | ||||||
Current maturities of long-term bank borrowings | 269,009 | - | ||||||
Current portion of capital lease and financing obligations | 2,267,248 | 51,135 | ||||||
Current maturities of loans from other financial institutions | 144,126 | 235,487 | ||||||
Total current liabilities |
34,301,001 | 12,501,312 | ||||||
NON-CURRENT LIABILITIES | ||||||||
Long-term bank borrowings | 179,339 | - | ||||||
Long-term loans from other financial institutions | - | 136,400 | ||||||
Long-term portion of capital lease and financing obligations | 200,712 | 27,989 | ||||||
Total non-current liabilities | 380,051 | 164,389 | ||||||
Total liabilities |
34,681,052 | 12,665,701 | ||||||
SHAREHOLDERS’ EQUITY | ||||||||
Ordinary shares: $0.001 par value, 50,000,000 shares authorized, 19,134,277 and 12,354,040 shares issued and outstanding as of December 31, 2021 and 2020, respectively* | 19,134 | 12,354 | ||||||
Share subscription receivables | (847,086 | ) | (847,086 | ) | ||||
Additional paid-in capital |
35,796,751 | 13,824,820 | ||||||
Statutory reserves | 916,148 | 877,886 | ||||||
Retained earnings | 5,929,043 | 6,905,718 | ||||||
Accumulated other comprehensive (loss) income | (140,376 | ) | 500,598 | |||||
Total shareholders’ equity |
41,673,614 | 21,274,290 | ||||||
Total liabilities and shareholders’ equity | $ | 76,354,666 | $ | 33,939,991 |
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Page F-6:
Shares* | Amount | Share Subscription Receivables | Additional Paid-in Capital | Statutory Reserve | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total | |||||||||||||||||||||||||
USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||||||
BALANCE, January 1, 2019 | 9,000,000 | $ | 9,000 | $ | (847,086 | ) | $ | 4,115,638 | $ | 537,874 | $ | 4,820,640 | $ | (131,035 | ) | $ | 8,505,031 | |||||||||||||||
Net income for the year | - | - | - | - | - | 1,642,794 | - | 1,642,794 | ||||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | - | - | (121,195 | ) | (121,195 | ) | ||||||||||||||||||||||
Appropriation to statutory reserves | - | - | - | - | 222,601 | (222,601 | ) | - | - | |||||||||||||||||||||||
BALANCE, December 31, 2019 | 9,000,000 | $ | 9,000 | $ | (847,086 | ) | $ | 4,115,638 | $ | 760,475 | $ | 6,240,833 | $ | (252,230 | ) | $ | 10,026,630 | |||||||||||||||
Issuance of shares through initial public offering | 3,354,040 | 3,354 | - | 10,955,449 | - | - | - | 10,958,803 | ||||||||||||||||||||||||
Capitalization of listing expenses | - | - | - | (1,246,267 | ) | - | - | - | (1,246,267 | ) | ||||||||||||||||||||||
Net income for the year | - | - | - | - | - | 782,296 | - | 782,296 | ||||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | - | - | 752,828 | 752,828 | ||||||||||||||||||||||||
Appropriation to statutory reserves | - | - | - | - | 117,411 | (117,411 | ) | - | - | |||||||||||||||||||||||
BALANCE, December 31, 2020 | 12,354,040 | $ | 12,354 | $ | (847,086 | ) | $ | 13,824,820 | $ | 877,886 | $ | 6,905,718 | $ | 500,598 | $ | 21,274,290 | ||||||||||||||||
Issuance of shares | 6,780,237 | 6,780 | - |
21,971,931 | - | - | - |
21,978,711 | ||||||||||||||||||||||||
Net (loss) for the year | - | - | - | - | - | (938,413 | ) | - | (938,413 | ) | ||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | - | - | (640,974 | ) | (640,974 | ) | ||||||||||||||||||||||
Appropriation to statutory reserves | - | - | - | - | 38,262 | (38,262 | ) | - | - | |||||||||||||||||||||||
BALANCE, December 31, 2021 | 19,134,277 | $ | 19,134 | $ | (847,086 | ) | $ |
35,796,751 | $ | 916,148 | $ | 5,929,043 | $ | (140,376 | ) | $ |
41,673,614 |
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Page F-9
On December 29, 2021 (“Acquisition Date”), the Company entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of the equity interest of Cheyi (BVI) Limited (the “Cheyi BVI”) which operates its business through its subsidiary Zhejiang Cheyi Network Technology Co., Ltd. (the “Cheyi Network”), an integrated online car-hailing and driver management services company. Pursuant to the agreement, the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of U.S.$29,466,032 $23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 fully paid Company’s ordinary shares (being U.S.$12,756,000 $6,760,680 of$4 $2.12 per share) and payment of $2,000,000 at closing, and Year-2021 earnout payment of U.S. $8,826,019 and Year-2022 earnout payment of U.S. $5,884,013 if the Cheyi BVI’s audited net income for its fiscal year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi BVI’s audited financial statements.
As of December 31, 2021 | ||||||||||||
As Previously Reported | Restatement Adjustment | As Restated | ||||||||||
Balance Sheet | ||||||||||||
Goodwill | $ | 20,152,890 | $ | (5,995,320 | ) | $ | 14,157,570 | |||||
Total non-current asset | 42,740,835 | (5,995,320 | ) | 36,745,515 | ||||||||
Total assets | $ | 82,349,986 | $ | (5,995,320 | ) | $ | 76,354,666 | |||||
Additional paid-in capital | $ |
41,792,071 | $ | (5,995,320 | ) | $ |
35,796,751 | |||||
Total shareholders’ equity | $ |
47,668,934 | $ | (5,995,320 | ) | $ |
41,673,614 |
Page F-20:
On December 29, 2021 (the “Acquisition Date”), the Company entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of the equity interest of Cheyi (BVI) Limited (the “Cheyi BVI”) which operates its business through its subsidiary Zhejiang CheYi Network Technology Co., Ltd. (the “CheYi Network”), an integrated online car-hailing and driver management services company. Pursuant to the agreement, the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of$29,466,032 $23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 fully paid Company’s ordinary shares (being$12,756,000 $6,760,680 of$4 $2.12 per share) and payment of $2,000,000 at closing, and Year-2021 earnout payment of $8,826,019 and Year-2022 earnout payment of $5,884,013 if the Cheyi BVI’s audited net income for its fiscal year 2021 and 2022 is no less than $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi BVI’s audited financial statements.
December 31, 2021 | December 31, 2020 | |||||||
Other payables and accrued liabilities | ||||||||
Rental deposits | $ | 220,416 | $ | 215,268 | ||||
Salary payables | 157,970 | 127,610 | ||||||
Others | 44,053 | 110,540 | ||||||
Receipt in advance | 153,399 | 77,702 | ||||||
Payable under acquisition |
16,710,032 | - | ||||||
Advance for operational purpose | 286,820 | - | ||||||
Lending with no interests | 1,220,176 | - | ||||||
Deposits for purchase of vehicles | 476,258 | - | ||||||
Total other payables and accrued liabilities | $ |
19,269,124 | $ | 531,120 |
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Page F-33:
On December 29, 2021, the Company entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of the equity interest of Cheyi (BVI) Limited (the “Cheyi BVI”) which operates its business through its subsidiary Zhejiang Cheyi Network Technology Co., Ltd. (the “Cheyi Network”), an integrated online car-hailing and driver management services company. Pursuant to the agreement, the total consideration for the acquisition of 100% equity ownership of Cheyi BVI is an aggregate of U.S.$29,466,032 $23,470,712, consisting of the issuance by the Company to the shareholders of Cheyi BVI an aggregate of 3,189,000 fully paid Company’s ordinary shares (being U.S.$12,756,000 $6,760,680 of$4 $2.12 per share) and payment of $2,000,000 at closing, and Year-2021 earnout payment of U.S. $8,826,019 and Year-2022 earnout payment of U.S. $5,884,013 if the Cheyi BVI’s audited net income for its fiscal year 2021 and 2022 is no less than U.S. $3,000,000 respectively. The two earnout payments are due 13 months upon the delivery of Cheyi BVI’s audited financial statements.
Note 23 - Subsequent events (restatement), page F-35
2. | We note your revised disclosures in response to prior comment 2 relating to the acquisition of Yinhua. You disclose that the valuation of 3,826,000 ordinary shares issued in the acquisition of Yinhua as purchase consideration was based on the quoted trading price of $1.85 per share on the date of acquisition. Using that price per share in the revised valuation would result in purchase consideration of $8,949,823 (net of 1,126,777 of cash), with $5,364,709 allocated to goodwill rather than the $6,397,729 you reported. Please revise or advise. In addition, please revise the total amount of purchase consideration paid and per share value disclosed in paragraph 2, as appropriate. |
Response: In response to the Staff’s comments, the Company plan to revise the disclosure in the Revised Form 20-F as below:
Page 46:
Under terms of the share purchase agreement, we shall pay$18,302,500 $10,076,600 in exchange for 100% equity of Yinhua. Of the total consideration to be paid,$15,304,000 $7,078,100 shall be paid in form of 3,826,000 newly issued ordinary shares of the Company, representing$4.00 $1.85 per ordinary share of the Company, and $1,000,000 upon closing. In addition, a cash earnout of $1,998,500 shall be paid if Yinhua achieves a net income target threshold of $1.3 million during the calendar year of 2022.
Page 96:
Under terms of the share purchase agreement, we agreed to pay$18,302,500 $10,076,600 in exchange for 100% of the equity of Yinhua. Of the total consideration to be paid,$15,304,000 $7,078,100 was paid in the form of 3,826,000 newly issued ordinary shares of the Company, representing$4.00 $1.85 per ordinary share, and $1,000,000 in cash upon closing. In addition, a cash earnout of $1,998,500 shall be paid if Yinhua achieves a net income target threshold of $1.3 million during the calendar year of 2022.
Page 138:
Under terms of the share purchase agreement, we agreed to pay$18,302,500 $10,076,600 in exchange for 100% equity of Yinhua. Of the total consideration to be paid,$15,304,000 $7,078,100 was paid in the form of 3,826,000 newly issued ordinary shares of the Company, representing$4.00 $1.85 per ordinary share of the Company, and $1,000,000 in cash upon closing. In addition, a cash earnout of $1,998,500 shall be paid if Yinhua achieves a net income target threshold of $1.3 million during the calendar year of 2022.
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Page F-35:
Under terms of the share purchase agreement, we shall pay$18,302,500 $10,076,600 in exchange for 100% equity of Yinhua. Of the total consideration to be paid,$15,304,000 $7,078,100 shall be paid in form of 3,826,000 newly issued ordinary shares of the Company, representing $4.00 $1.85 per ordinary share of the Company, and $1,000,000 upon closing. In addition, a cash earnout of $1,998,500 shall be paid if Yinhua achieves a net income target threshold of $1.3 million during the calendar year of 2022.
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Accounts receivable, net | $ | 4,519,839 | ||
Prepayments | 8,050,558 | |||
Equipment, net | 3,504 | |||
Deferred tax assets | 16,415 | |||
Short-term bank borrowings | (193,339 | ) | ||
Others payable and accrued liabilities | (7,685,086 | ) | ||
Tax payable | (1,126,777 | ) | ||
Total identifiable net assets | 3,585,114 | |||
Goodwill |
5,364,709 | |||
Total purchase price for acquisition net of $1,126,777 of cash | $ |
8,949,823 |
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Michael Goldstein, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com or mgoldstein@beckerlawyers.com.
Very truly yours,
By: | /s/ Bill Huo | |
Name: | Bill Huo | |
cc: Michael Goldstein |
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