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United States securities and exchange commission logo
January 11, 2022
Ronald Tam
Co-Chief Financial Officer and Chief Strategy Officer
Huize Holding Limited
5/F, Building 3-4
Shenzhen Animation Park, Yuehai Road, Nanhai Avenue
Nanshan District, Shenzhen 518052, People s Republic of China
Re: Huize Holding
Limited
Form 20-F for the
Fiscal Year Ended December 31, 2020
Response dated
December 21, 2021
File No. 001-39216
Dear Mr. Tam:
We have reviewed your December 21, 2021 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.
Unless we note otherwise, our references to prior comments are to
comments in our December 6,
2021 letter.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 3. Key Information, page 4
1. We note your disclosure
that the Cayman Islands holding company controls and receives
the economic benefits
of the VIE s business operations through contractual agreements
between the VIE and
your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed
to provide your WFOE with the power, rights, and obligations
equivalent in all
material respects to those it would possess as the principal equity holder
of the VIE. We also
note your disclosure that the Cayman Islands holding company is the
primary beneficiary of
the VIE. However, neither the investors in the holding company
nor the holding company
itself have an equity ownership in, direct foreign investment in,
or control of, through
such ownership or investment, the VIE. Accordingly, please refrain
Ronald Tam
Huize Holding Limited
January 11, 2022
Page 2
from implying that the contractual agreements are equivalent to equity
ownership in the
business of the VIE. Any references to control or benefits that accrue
to you because of
the VIE should be limited to a clear description of the conditions you
have satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify
that you are the primary beneficiary of the VIE for accounting
purposes. Please also
disclose, if true, that the VIE agreements have not been tested in a
court of law.
2. 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.
Part I, page 4
3. Please revise to 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
company.
Item 3.D. Risk Factors, page 6
4. Disclose whether your auditor is subject to the determinations
announced by the PCAOB
on December 16, 2021.
You may contact Marc Thomas at 202-551-3452 or Robert Klein at
202-551-3847 with
any questions.
FirstName LastNameRonald Tam Sincerely,
Comapany NameHuize Holding Limited
Division of
Corporation Finance
January 11, 2022 Page 2 Office of Finance
FirstName LastName