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United States securities and exchange commission logo
April 12, 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
January 25, 2022
File No. 001-39216
Dear Mr. Tam:
We have reviewed your January 25, 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. Unless we note otherwise, our references to prior comments are
to comments in our
January 11, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2020
Part I, page 4
1. In future filings,
please revise to also disclose that, in addition to the potential significant
decline in value of the
Class A common shares or ADSs, these securities may become
worthless.
2. We note your response
to comment 3. In future filings, please revise to indicate that the
information to be
disclosed will be included within Part I of the document (i.e. the Form
20-F) as previously
requested, in addition to presenting the information in a risk factor.
3. In future filings,
please revise to update the proposed disclosures regarding Chinese laws,
rules and regulations,
including the CAC and CSRC.
Ronald Tam
FirstName LastNameRonald Tam
Huize Holding Limited
Comapany
April NameHuize Holding Limited
12, 2022
April 212, 2022 Page 2
Page
FirstName LastName
Item 3. Key Information , page 4
4. We refer to the response to comment 4 of your letter dated October 21,
2021. We note
that the Company intends to include in future filings, early in Item
3, the organizational
structure diagram as shown in Item 4. In addition to the proposed
disclosures included in
the response to comment 4, please revise your disclosures, in future
filings, to also include
the following items.
The diagram should show the structure of the company, including
the domicile using
dotted lines to show contractual relationships as opposed to
solid lines.
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. We note your response to comment 2. In future filings, please revise
to address whether
such permissions or approvals are required and whether the Company
consulted with legal
counsel, and if not, please explain the reasons why.
6. We refer to the response to comment 7 from your letter dated October
21, 2021. With
regard to the Company's discussion of cash flows through their
organization in the
response, please address the following in future filings.
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 them 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.D. Risk Factors, page 6
7. 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.
8. In future filings, please revise to also disclose in the risk factors
that the VIE agreements
have not been tested in a court of law.
9. 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
Ronald Tam
Huize Holding Limited
April 12, 2022
Page 3
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.
"We rely on contractual arrangements with our VIE...", page 28
10. In future filings, please revise all statements referring to "direct
ownership" in the VIEs to
refrain from using the word "direct." For example, "these legal
remedies may not be as
effective as direct ownership in providing us with control over our
VIE." 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."
Certain judgments obtained against us by our shareholders may not be
enforceable, page 48
11. In future filings, please revise to include a risk factor discussing
the enforceability of civil
liability provisions of the U.S. securities laws upon your China based
directors and
officers.
You may contact Marc Thomas at (202)551-3452 or Robert Klein at
(202)551-3847 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameRonald Tam Sincerely,
Comapany NameHuize Holding Limited
Division of
Corporation Finance
April 12, 2022 Page 3 Office of
Finance
FirstName LastName