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United States securities and exchange commission logo
April 27, 2022
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
Science and Technology Park
East R&D Building, 3rd Floor
6 Beijing West Road, Taicang
Jiangsu, the People s Republic of China 215400
Re: Connect Biopharma
Holdings Limited
Registration
Statement on Form F-3
Filed April 15,
2022
File No. 333-264340
Dear Dr. Wei:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed April 15, 2022
Cover Page
1. Please provide
prominent disclosure here disclosing that you were provisionally identified
by the Commission on
April 12, 2022 under the HFCAA. Refer to
https://www.sec.gov/hfcaa. Please also revise your disclosure in the sales
agreement
prospectus accordingly.
Zheng Wei, Ph.D.
FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
Comapany
April NameConnect Biopharma Holdings Limited
27, 2022
April 227, 2022 Page 2
Page
FirstName LastName
Our Company, page 3
2. Prominently disclose each permission that you, or your subsidiaries
are required to obtain
from Chinese authorities to operate and issue these securities to
foreign investors. State
whether you or your subsidiaries are covered by permissions
requirements from the
CSRC, CAC or any other entity that is required to approve of your or
your subsidiaries
operations, and state affirmatively whether you have received all
requisite permissions
and whether any permissions have been denied. Please also describe the
consequences to
you and your investors if you or your subsidiaries: (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. Please
also revise your
disclosure in the sales agreement prospectus accordingly.
3. We note your disclosure on pages 3 and S-7 relating to the risk that
your securities may be
prohibited from trading under the Holding Foreign Companies
Accountable Act as early
as 2024 if the PCAOB is unable to inspect or fully investigate your
auditor. Please revise
to clarify that if the PCAOB determines that it cannot inspect or
fully investigate your
auditor, your securities could be prohibited from trading and that as
a result, an exchange
may determine to delist your securities.
Cash Transfer and Dividend Payment, page 6
4. Please update your disclosure to disclose if you have specific cash
management policies
and procedures in place that dictate how funds are transferred through
your organization
and if applicable, describe these policies and procedures in greater
detail. Please also
revise your disclosure in the sales agreement prospectus accordingly.
Summary of Risk Factors, page 7
5. In your summary of risk factors here and in your sales agreement
prospectus, 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.
6. We refer to your summary risk factor on pages 7 and S-8 that PRC
government agencies
may exert more oversight and control over offerings that are conducted
overseas and non-
PRC investment in PRC-based issuers. Please revise to specifically
acknowledge the risk
that such oversight and control by the PRC government 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.
Zheng Wei, Ph.D.
FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
Comapany
April NameConnect Biopharma Holdings Limited
27, 2022
April 327, 2022 Page 3
Page
FirstName LastName
Enforcement of Civil Liabilities, page 43
7. Please expand your disclosure to specifically discuss whether you have
officers or
directors located in China, and if so, address the difficulty of
bringing actions and
enforcing judgments against individuals located in China. Please also
include relevant
summary risk factor and risk factor disclosure, as applicable. Please
also revise your
disclosure in the sales agreement prospectus accordingly.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jane Park at 202-551-7439 or Jason Drory at 202-551-8342
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Michael Sullivan, Esq.