United States securities and exchange commission logo
September 20, 2021
Yandai Wang
Chief Executive Officer
SOS Limited
Building 6, East Seaview Park
298 Haijing Road, Yinzhu Street
West Coast New District, Qingdoa City
Shandong Province 266400
People's Republic of China
Re: SOS Limited
Form 20-F for the
fiscal period ending December 31, 2020
Filed May 5, 2021
File No. 001-38051
Dear Mr. Wang:
We have limited our review of your filing to the financial
statements and related
disclosures 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 period ending December 31, 2020
Part 1, page 1
1. At the onset of Part I,
please disclose prominently that 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 (VIE)
based in China and that
this structure involves unique risks to investors. Explain whether
the 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. Your
disclosure should acknowledge that Chinese regulatory authorities could
disallow this
structure, which would likely result in a material change in your operations
Yandai Wang
FirstName LastNameYandai Wang
SOS Limited
Comapany 20,
September NameSOS
2021 Limited
September
Page 2 20, 2021 Page 2
FirstName LastName
and/or value of your ADSs, including that it could cause the value of
such securities to
significantly decline or become worthless. Provide a cross-reference
to your detailed
discussion of risks facing the company and investors as a result of
this structure.
2. At the onset of Part I, provide prominent disclosure about the legal
and operational risks
associated with being based in or having the majority of the company
s operations in
China. Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of your ADSs or could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to the use of variable interest entities and data
security or anti-monopoly
concerns, has or may impact the company s ability to conduct its
business, accept foreign
investments, or list on an U.S. or other foreign exchange. Your
Information on the
Company section should address, but not necessarily be limited to the
risks highlighted in
Part I.
3. At the onset of Part I, clearly disclose how you will refer to the
holding company,
subsidiaries, and VIEs when providing the disclosure throughout the
document so that it is
clear to investors which entity the disclosure is referencing and
which subsidiaries or
entities are conducting the business operations. Refrain from using
terms such as we or
our when describing activities or functions of a VIE. Disclose
clearly the entity
(including the domicile) in which investors hold their interest.
Item 3. Key Information, page 1
4. At the onset of Item 3, disclose clearly that the company uses a
structure that involves a
VIE based in China and what that entails. 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 hold their interest and
the entity(ies) 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 company may
face enforcing these contractual agreements due to uncertainties under
Chinese law and
jurisdictional limits.
5. At the onset of Item 3, disclose the risks that your corporate
structure and being based in
or having the majority of the company s operations in China poses to
investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
references to the more detailed discussion of these risks in your risk
factor disclosure. For
Yandai Wang
FirstName LastNameYandai Wang
SOS Limited
Comapany 20,
September NameSOS
2021 Limited
September
Page 3 20, 2021 Page 3
FirstName LastName
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of
your ADSs. Acknowledge any risks that any actions by the Chinese
government to exert
more oversight and control over offerings that are conducted overseas
and/or foreign
investment in China-based issuers could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
6. Disclose each permission that you, your subsidiaries or your VIEs are
required to obtain
from Chinese authorities to operate and issue these securities to
foreign investors. State
whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE
s operations, and
state affirmatively whether you have received all requisite
permissions and whether any
permissions have been denied.
7. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
to the holding company and which entity made such transfer, and their
tax consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences. Describe any restrictions on foreign exchange and
your ability to
transfer cash between entities, across borders, and to U.S. investors.
Describe any
restrictions and limitations on your ability to distribute earnings
from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
as well as the ability to settle amounts owed under the VIE
agreements.
8. We note that the consolidated VIEs constitute a material part of your
consolidated
financial statements. Please provide in tabular form condensed
consolidating schedule -
depicting the financial position, cash flows and results of operations
for the parent, the
consolidated variable interest entities, and any eliminating
adjustments separately - as of
the same dates and for the same periods for which audited consolidated
financial
statements are required. Highlight the financial statement information
related to the
variable interest entity and parent, so an investor may evaluate the
nature of assets held
by, and the operations of, entities apart from the variable interest
entity, which includes
the cash held and transferred among entities.
9. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines it cannot inspect or
fully
investigate your auditor, and that as a result an exchange may
determine to delist your
Yandai Wang
SOS Limited
September 20, 2021
Page 4
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state.
D. Risk Factors, page 3
10. Revise your risk factors to acknowledge that if the PRC government
determines that the
contractual arrangements constituting part of your VIE structure do
not comply with PRC
regulations, or if these regulations change or are interpreted
differently in the future, your
shares may decline in value or become worthless if you are unable to
assert your
contractual control rights over the assets of your PRC subsidiaries
that conduct all or
substantially all of your operations.
11. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your ADSs. Also, given
recent statements
by the Chinese government indicating an intent to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers,
acknowledge the risk that any such action could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
12. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight impacts
your business and your
offering and to what extent you believe that you are compliant with
the regulations or
policies that have been issued by the CAC to date.
In closing, 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.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at
202-551-3474
with any questions.
FirstName LastNameYandai Wang Sincerely,
Comapany NameSOS Limited
Division of
Corporation Finance
September 20, 2021 Page 4 Office of
Finance
FirstName LastName