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United States securities and exchange commission logo
August 23, 2023
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People s Republic of China
Re: Jinxin Technology
Holding Co
Registration
Statement on Form F-1
Filed August 10,
2023
File No. 333-273884
Dear Jun Jiang:
We have reviewed your
registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Registration Statement on Form F-1 filed August 10, 2023
General
1. We note you have
elected to revise your disclosure on the cover page and in the Summary
and Risk Factor
sections relating to legal and operational risks associated with operating
in China, PRC
regulations and the legality and enforceability of the contractual
arrangements with your
VIE. We further note the absence of any revised or updated
regulatory disclosure
that might explain the need for the aforementioned revisions. We are
concerned that the
revised disclosures mitigate the challenges you face. The Sample
Letters to China-Based
Companies sought specific disclosure relating to the risk that the
PRC government may
intervene in or influence your operations at any time, or may exert
control over operations
of your business, or may disallow the structure of your business,
including your VIE
structure, any of which could result in a material change in your
Jun Jiang
Jinxin Technology Holding Co
August 23, 2023
Page 2
operations and/or the value of the securities you are registering for
sale. We remind you
that, pursuant to federal securities rules, the term control
(including the terms
controlling, controlled by, and under common control with
) as defined in Securities
Act Rule 405 means the possession, direct or indirect, of the power to
direct or cause the
direction of the management and policies of a person, whether through the
ownership of
voting securities, by contract, or otherwise. The Sample Letters also
sought specific
disclosures relating to uncertainties regarding the enforcement of laws
and that the rules
and regulations in China can change quickly with little advance notice.
We do not believe
that your revised disclosure conveys the same degree of risk and
uncertainty. Please
restore your disclosures in these areas to the disclosures as they
existed in the draft
registration statement you submitted on June 16, 2023.
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 Rucha Pandit at (202) 551-6022 or Dietrich King at (202)
551-8071 with
any questions.
Sincerely,
FirstName LastNameJun Jiang
Division of
Corporation Finance
Comapany NameJinxin Technology Holding Co
Office of Trade &
Services
August 23, 2023 Page 2
cc: Steve Lin
FirstName LastName