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United States securities and exchange commission logo
June 14, 2023
Danny Sheng Wu Yeung
Chief Executive Officer
Prenetics Global Ltd
Unit 701-706, K11 Atelier King s Road
728 King s Road, Quarry Bay
Hong Kong
Re: Prenetics Global
Ltd
Annual Report on
Form 20-F
Filed May 1, 2023
File No. 001-41401
Dear Danny Sheng Wu Yeung:
We have reviewed your filing 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.
Annual Report on Form 20-F filed on May 1, 2023
Item 3. Key Information, page 6
1. At the onset of Part I,
please disclose prominently that you are not a Chinese operating
company but a Cayman
Islands holding company with operations conducted by your
subsidiaries. In
addition, please provide early in the Business section a diagram of the
company s corporate
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 or
continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address how
Danny Sheng Wu Yeung
Prenetics Global Ltd
June 14, 2023
Page 2
recent statements and regulatory actions by China s government, such
as those related to
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.
3. 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.
4. We note your definitions on page 3 on how you will refer to the
holding company and
subsidiaries when providing the disclosure throughout the document. In
Part I. Item 3.
Key Information section, please clearly disclose how you will refer to
the holding
company and subsidiaries when providing the disclosure throughout the
document so that
it is clear to investors which entity the disclosure is referencing
and which subsidiaries or
entities are conducting the business operations. For example,
disclose, if true, that your
subsidiaries conduct operations in China.
5. 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
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.
6. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer
securities 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
FirstName LastName Danny Sheng Wu Yeung
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
Comapany NamePrenetics
interpretations Global
change Ltd are required to obtain such permissions
or approvals in the
and you
future.
June 14, 2023 Page 2
FirstName LastName
Danny Sheng Wu Yeung
FirstName LastName
Prenetics Global Ltd Danny Sheng Wu Yeung
Comapany
June NamePrenetics Global Ltd
14, 2023
June 14,
Page 3 2023 Page 3
FirstName LastName
Part I
Item 3. Key Information
D. Risk Factors, page 6
7. In your summary of 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. 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
your securities. 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 your
securities to significantly decline or be worthless.
8. 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.
9. 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 on page 20. Disclose in this Risk Factor, as you do in the
Post-Effective
Amendment No. 3 to Form F-1, file no. 333-265284, dated May 31, 2023,
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.
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 securities 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 disclosure to explain whether there are any commensurate laws
or regulations in
Danny Sheng Wu Yeung
Prenetics Global Ltd
June 14, 2023
Page 4
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.
General
11. Please revise to include a separate section that discloses the
information required by Item
101(g) 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.
12. We note your definition of "mainland China" excludes Hong Kong and Macau.
Please
revise to clarify that the legal and operational risks associated with
operating in China also
apply to operations in Hong Kong and Macau.
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.
You may contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas O'Leary at 202-551-4451 or Margaret Schwartz at 202-551-7153
with any other
questions.
Sincerely,
FirstName LastName Danny Sheng Wu Yeung Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NamePrenetics Global Ltd
Services
June 14, 2023 Page 4
cc: Jonathan Stone, Esq.
FirstName LastName