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United States securities and exchange commission logo
October 4, 2022
Mingjun Lin
Chief Executive Officer
Kaixin Auto Holdings
9/F, Tower A, Dongjin International Center
Huagong Road
Chaoyang District, Beijing 100015
People s Republic of China
Re: Kaixin Auto
Holdings
Amendment No. 2 to
Annual Report on Form 20-F for the Year Ended
December 31, 2021
Filed September 8,
2022
File No. 001-38261
Dear Mingjun Lin:
We have reviewed your September 8, 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
August 22, 2022 letter.
Amendment No. 2 to Annual Report on Form 20-F
Item 3. Key Information, page 4
1. We note your disclosure
on page 33 that you "are regarded as the primary beneficiary of
the VIEs for accounting
purposes." In future filings, please revise your disclosure here
and on page 89 to also
include this information earlier in Item 3 when describing your
holding company
structure and contractual arrangements with the consolidated VIEs. In
this regard, 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
Mingjun Lin
Kaixin Auto Holdings
October 4, 2022
Page 2
that you are the primary beneficiary of the VIE for accounting purposes.
Please tell us
what your disclosure will look like.
2. We note your disclosure on page 33 that "to the extent cash or assets in
the business are in
the PRC/Hong Kong or a PRC/Hong Kong entity, funds or assets may not be
available to
fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or
the imposition of restrictions and limitations on the ability of the
holding company, its
subsidiaries, or the consolidated VIEs by the PRC government to transfer
cash or assets."
In future filings, please revise your disclosure to also include this
information early in
Item 3 and in the summary risk factors.
D. Risk factors.
Risks Related to Doing Business in China
The Chinese government exerts substantial influence..., page 38
3. We note your disclosure on page 39 that your PRC legal counsel confirmed
the VIEs and
their subsidiaries have obtained the requisite licenses and permits from
the Chinese
authorities for the business operations in the PRC and that the VIEs and
their subsidiaries
are not covered by permissions requirements from the CSRC, the CAC or
any other
governmental agency that is required to approve the VIEs' operations. In
future filings,
please disclose whether you are required to obtain permission or
approval from Chinese
authorities to offer securities. In this regard, please disclose whether
you relied upon an
opinion of counsel with respect to the conclusion that you do or do not
need permissions
or approvals to offer securities to investors. If no opinion was
obtained, state as much and
explain why such an opinion was not obtained. Please tell us what your
disclosure will
look like.
You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Jennifer L pez Molina at 202-551-3792
with any other
questions.
Sincerely,
FirstName LastNameMingjun Lin
Division of
Corporation Finance
Comapany NameKaixin Auto Holdings
Office of Trade &
Services
October 4, 2022 Page 2
cc: Ying Li, Outside Counsel at Hunter Taubman Fischer & Li
FirstName LastName