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United States securities and exchange commission logo
May 11, 2023
Danny Yeung
Chief Executive Officer
Prenetics Global Limited
Unit 701-706, K11 Atelier King s Road 728 King s Road, Quarry Bay
Hong Kong
Re: Prenetics Global
Limited
Post-Effective
Amendment for Registration Statement on Form F-1
Filed May 1, 2023
File No. 333-265284
Dear Danny Yeung:
We have reviewed your post-effective amendment 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 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.
Post-Effective Amendment for Registration Statement on Form F-1 filed on
May 1, 2023
Cover Page
1. We note that on the
cover you state that Prenetics Global Limited is a Cayman Islands
holding company with
operations primarily conducted by its subsidiaries, which we
understand operate in
Hong Kong and other jurisdictions. Please revise provide a cross-
reference to your
detailed discussion of risks facing the company and the offering as a
result of your
organizational structure.
2. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of
your securities or could significantly limit or completely hinder your
ability to offer
securities to investors and cause the value of your securities to significantly
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany
May NamePrenetics Global Limited
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decline or be worthless. Your disclosure should address how recent
statements and
regulatory actions by China s government, such as those related to
the use of variable
interest entities and data security or anti-monopoly concerns, have or
may impact the
company s ability to conduct its business, accept foreign
investments, or list on a U.S. or
other foreign exchange. Also disclose that regulatory actions related
to data security or
anti-monopoly concerns in Hong Kong or Macau have or may impact your
ability to
conduct your business, accept foreign investments, or list on a U.S.
or foreign exchange.
Please disclose the location of your auditor s headquarters and
whether and how the
Holding Foreign Companies Accountable Act, as amended by the
Consolidated
Appropriations Act, 2023, and related regulations will affect your
company. Your
prospectus summary should address, but not necessarily be limited to,
the risks
highlighted on the prospectus cover page.
3. Disclose specifically which entity(ies) conduct the company's
operations. Disclose, if true,
that your subsidiaries conduct operations in China.
4. Provide a description of how cash is transferred through your
organization and disclose
your intentions to distribute earnings. State whether any transfers,
dividends, or
distributions have been made to date between the holding company, its
subsidiaries, or to
investors, and quantify the amounts where applicable. Provide a
cross-reference to the
consolidated financial statements.
Prospectus Summary, page 1
5. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries 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 your 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 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.
6. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings. Quantify any cash flows and
transfers of other
assets by type that have occurred between the holding company and its
subsidiaries, and
direction of transfer. Quantify any dividends or distributions that a
subsidiary have made
to the holding company and which entity made such transfer, and their
tax consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences. Your disclosure should make clear if no transfers,
dividends, or
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany
May NamePrenetics Global Limited
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distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries, to the parent company and U.S.
investors.
7. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect
or investigate
completely your auditor for a period of two consecutive years, and
that as a result an
exchange may determine to delist your securities.
Prospectus Summary
Summary Risk Factors, page 3
8. In your Summary Risk Factors, disclose the risks that your corporate
structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, 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; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of the
securities you are registering for sale. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers 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.
Risk Factors, page 7
9. Please expand your risk factors to disclose that the Holding Foreign
Companies
Accountable Act, as amended by the Consolidated Appropriations Act,
2023, decreases
the number of consecutive non-inspection years from three years
to two years, and thus,
reduces the time before your securities may be prohibited from trading
or delisted. Update
your disclosure to describe the potential consequences to you if the
PRC adopts positions
at any time in the future that would prevent the PCAOB from continuing
to inspect or
investigate completely accounting firms headquartered in mainland
China or Hong Kong.
10. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure to explain how this oversight
impacts your
business and your offering and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
Also, provide risk factor
Danny Yeung
Prenetics Global Limited
May 11, 2023
Page 4
disclosure to explain whether there are any commensurate laws or
regulations in Hong
Kong or Macau which result in oversight over data security and explain
how this
oversight impacts the company s business and the offering and to
what extent the
company believes that it is compliant with the regulations or policies
that have been
issued.
The mainland Chinese government has significant oversight, discretion and
control over..., page
22
11. We note your disclosure about having business operations in Hong Kong
and not in
Mainland China and the risks that come with having direct Chinese
government oversight
authority. Disclose in this Risk Factor, as you do on page 51, that
you believe there is
significant market opportunity for you in Mainland China for early
detection of
cancer. Also, given recent statements by the Chinese government
indicating an intent to
exert more oversight and control over offerings that are conducted
overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such
action 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.
General
12. We note your separate section that discloses "Enforceability of civil
liabilities and agent
for service of process in the United States" on page 147. Please revise
to provide the
information required by Item 101(g)(1)(i)(ii) and (iv) of Regulation
S-K.
Include Summary Risk Factor and Risk Factor disclosure discussing where
your executive
officers and directors are located, specifically addressing the
difficulty of bringing actions
against individuals located in China (or other foreign jurisdictions)
and enforcing
judgments against them.
FirstName LastNameDanny Yeung
13. We note your definition of "mainland China" excludes Hong Kong and
Macau. Please
Comapany NamePrenetics
revise this definitionGlobal Limited
to clarify that the legal and operational risks
associated with
May 11,operating
2023 Pagein China
4 also apply to operations in Hong Kong and Macau.
FirstName LastName
Danny Yeung
FirstName LastNameDanny
Prenetics Global Limited Yeung
Comapany
May NamePrenetics Global Limited
11, 2023
May 11,
Page 5 2023 Page 5
FirstName LastName
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.
Please contact Nicholas O'Leary at 202-551-4451 or Margaret Schwartz at
202-551-
7153 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Jonathan Stone, Esq.