United States securities and exchange commission logo
August 29, 2023
Shasha Mi
Chief Executive Officer
Baosheng Media Group Holdings Ltd
East Floor 5, Building No. 8
Xishanhui
Shijingshan District,
Beijing 100041
People s Republic of China
Re: Baosheng Media
Group Holdings Ltd
Registration
Statement on Form F-3
Filed August 4,
2023
File No. 333-273720
Dear Shasha Mi:
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
Cover Page
1. Disclose that your
holding company structure involves unique risks to investors.
2. We note your disclosure
stating that your auditor has been inspected by the PCAOB on a
regular basis and it is
not subject to the determinations announced by the PCAOB on
December 16, 2021.
Please also disclose the location of your auditor's headquarters.
3. Please amend your
disclosure here and in the prospectus summary, summary risk factors
and risk factors
sections to state that, to the extent cash in the business is in the PRC/Hong
Shasha Mi
Baosheng Media Group Holdings Ltd
August 29, 2023
Page 2
Kong or a PRC/Hong Kong entity, the funds 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 you or your
subsidiaries by the PRC
government to transfer cash. On the cover page, provide
cross-references to these other
discussions. In addition, to the extent you have cash management
policies that dictate
how funds are transferred between you and your subsidiaries, or
investors, summarize the
policies on your cover page and in the prospectus summary, and
disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant
to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary
that you have no
such cash management policies that dictate how funds are transferred.
Lastly, please
provide a cross-reference to the consolidated financial statements
here and in the
prospectus summary discussion.
Prospectus Summary
Permissions Required from PRC Authorities, page 14
4. We note your disclosure stating affirmatively that you have all
requisite permissions or
approvals; however, please also 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. In
addition, we note your
disclosure here that your PRC counsel has "confirmed" the permissions
and approvals
required from the CAC and CSRC. With respect to both permissions and
approvals from
the CAC and the CSRC, please clarify here and in your risk factor on
page 29, if true,
whether you have received an opinion of counsel from Beijing Dacheng
Law Offices,
LLP with respect to the discussed conclusions. If you have not relied
upon an opinion of
counsel with respect to your conclusions, state as much and explain
why such an opinion
was not obtained.
5. 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. Here and on your cover page where you discuss the Trial Measures, revise
to provide
FirstName LastNameShasha Mi
more detail about what you are required to do for "subsequent offerings"
pursuant to the
Comapany
TrialNameBaosheng Media Group
Measures, and disclose Holdings
whether Ltd to comply with the
Trial Measures for
you intend
Augustsubsequent offerings
29, 2023 Page 2 under this registration statement.
FirstName LastName
Shasha Mi
FirstName LastNameShasha Mi Ltd
Baosheng Media Group Holdings
Comapany
August 29, NameBaosheng
2023 Media Group Holdings Ltd
August
Page 3 29, 2023 Page 3
FirstName LastName
Summary of Risk Factors
Risks Related to Doing Business in China, page 18
7. We note your inclusion of risks that your corporate structure and
being based in or having
the majority of the company s operations in China poses to
investors. We also note the
inclusion of cross-references to both this registration statement and
your annual report on
Form 20-F. However, it appears that all the cross-references to the
risk factors in this
registration statement point to page 25, where the Risks Related to
Doing Business in
China sub-section begins, rather than to the individual risks, like
you have done for your
cross-references to the 20-F. Please update the cross-references to
the individual risk
factors, rather than to the sub-section.
8. Where you discuss the risk that the Chinese government exerts
substantial influence over
the manner in which you must conduct your business, revise to also
state that the Chinese
government may exert more control over offerings conducted overseas
and/or foreign
investment in China-based issuers.
Dividends and other Distributions, page 22
9. Please move this discussion to a more prominent place in your
prospectus summary, such
as on pages 13-15 where you discuss the risks and uncertainties
relating to your operations
in China. Please also make conforming changes to this disclosure as
you make on the
cover page in response to comment 3.
Risk Factors
The Chinese government exerts substantial influence over the manner in which we
must conduct
our business, and may intervene or..., page 27
10. Given the significant oversight and discretion of the government of
the People s Republic
of China (PRC) over the operations of your business, please describe
any material impact
that intervention or control by the PRC government has or may have on
your business or
on the value of your securities. We remind you that, pursuant to
federal securities rules,
the term control (including the terms controlling,
controlled by, and under
common control with ) 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.
Shasha Mi
FirstName LastNameShasha Mi Ltd
Baosheng Media Group Holdings
Comapany
August 29, NameBaosheng
2023 Media Group Holdings Ltd
August
Page 4 29, 2023 Page 4
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.
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 Nicholas Nalbantian at 202-551-7470 or Taylor Beech at
202-551-
4515 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Ying Li