United States securities and exchange commission logo
August 4, 2023
Dan Xie
Chief Financial Officer
UTStarcom Holdings Corporation
4th Floor, South Wing, 368 Liuhe Road
Binjiang District, Hangzhou 310052
The People's Republic of China
Re: UTStarcom Holdings
Corporation
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-35216
Dear Dan Xie:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 73
1. Please provide the
documentation required by Item 16I(a) of Form 20-F or tell us why you
are not required to do
so. Please also supplementally describe the materials that were
reviewed and tell us
whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and
(3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
determination. In
addition, please tell us whether you have relied upon third party
Dan Xie
UTStarcom Holdings Corporation
August 4, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3. We note that your list of subsidiaries in Exhibit 8.1 appears to indicate
that you have
subsidiaries in Hong Kong and countries outside China. Please note that
Item 16I(b)
requires that you provide disclosures for yourself and all of your
consolidated foreign
operating entities.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the
shares of your
consolidated operating entities owned by governmental entities in
each foreign
jurisdiction in which you have consolidated operating entities.
Alternatively, provide
this information in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
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 Jimmy McNamara at 202-551-7349 or Christopher Dunham at
202-551-
3783 with any questions.
Sincerely,
FirstName LastNameDan Xie
Division of
Corporation Finance
Comapany NameUTStarcom Holdings Corporation
Disclosure Review
Program
August 4, 2023 Page 2
cc: Lan Lou
FirstName LastName