United States securities and exchange commission logo
September 14, 2023
Peng Zhang
Vice President of Finance
Yunji Inc.
15/F, South Building
Hipark Phase 2, Xiaoshan District
Hangzhou, Zhejiang, 310000
People s Republic of China
Re: Yunji Inc.
Form 20-F for
Fiscal Year Ended December 31, 2022
Response dated
August 9, 2023
File No. 001-38877
Dear Peng Zhang:
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.
Correspondence filed August 9, 2023
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the
VIEs, page 4
1. We note your response
to comment 2 and reissue in part. Please revise to address how
recent statements by
China's government have or may impact the company s ability to
accept foreign
investments, or list on a U.S. or other foreign exchange. In this regard, we
note that your response
only addressed how PRC regulatory actions may impact
the company.
Cash Flows through Our Organization, page 7
2. We note your response
to comment 8 and your proposed revised disclosure that there is no
Peng Zhang
Yunji Inc.
September 14, 2023
Page 2
equivalent or similar restriction or limitation in Hong Kong. However,
given the
uncertainty regarding the PRC government s ability to intervene and
impose restrictions
on the ability of you, your subsidiaries, and the consolidated VIEs to
transfer cash, please
revise here, in your summary of risk factors and risk factors section to
state that to the
extent cash in the business is in the PRC/Hong 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.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 165
3. As noted in your response to comment 16, Item 16I(b) of Form 20-F states:
any such
identified foreign issuer that uses a variable-interest entity or any
similar structure that
results in additional foreign entities being consolidated in the
financial statements of the
registrant is required to provide the below disclosures for itself and
its consolidated
foreign operating entity or entities. Additionally, page 15 of our
Release No. 34-93701,
Holding Foreign Companies Accountable Act Disclosure, clarifies
that a registrant
should look through a VIE or any structure that results in additional
foreign entities
being consolidated in the financial statements of the registrant and
provide the required
disclosures about any consolidated operating company or companies in the
relevant
jurisdiction. As previously requested, please provide us with the
information required by
Items 16I(b)(2) through (b)(5) for all of your consolidated foreign
operating entities in
your supplemental response.
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.
Contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401
if you have
any questions about comments related to your status as a Commission-Identified
Issuer during
your most recently completed fiscal year.
You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related matters.
Please contact Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071
with any
other questions.
Sincerely,
FirstName LastNamePeng Zhang
Division of
Corporation Finance
Comapany NameYunji Inc.
Office of Trade &
Services
September 14, 2023 Page 2
cc: Shu Du, Esq.
FirstName LastName