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July 11, 2023
Zheng Wei, Ph.D.
Chief Executive Officer
Connect Biopharma Holdings Limited
12265 El Camino Real, Suite 350
San Diego, CA 92130
Re: Connect Biopharma
Holdings Limited
Annual Report on
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 11,
2023
File No. 001-40212
Dear Zheng Wei:
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.
Form 20-F for Fiscal Year Ended December 31, 2022
Part I
Item 3. Key Information, page 4
1. In future filings,
please disclose prominently at the outset of Part I 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 Key Information
section a diagram of
your corporate structure.
Permissions, Approvals, Licenses and Permits Required from the PRC
Authorities for Our
Operations..., page 7
2. Please 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 in future
filings.
Zheng Wei, Ph.D.
FirstName LastNameZheng Wei, Ph.D.
Connect Biopharma Holdings Limited
Comapany
July NameConnect Biopharma Holdings Limited
11, 2023
July 11,
Page 2 2023 Page 2
FirstName LastName
Item 4. Information on the Company
General Information, page 76
3. Please revise future filings to disclose if you have specific cash
management policies that
dictate how funds are transferred through your organization and if
applicable, describe
such policies and procedures.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 174
4. We note your statement that you reviewed your register of members and
public filings
made by your securityholders in connection with your required
submission under
paragraph (a). Please supplementally describe any additional 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).
5. 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
certifications such as affidavits as the basis for your disclosure.
6. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to the extent known. 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.
You may contact Ibolya Ignat at 202-551-3636 or Franklin Wyman at
202-551-3660 if
you have questions regarding comments on the financial statements and related
matters. Contact
Tyler Howes at 202-551-3370 or Jennifer Thompson at 202-551-3737 if you have
any questions
about comments related to your status as a Commission-Identified Issuer during
your most
recently completed fiscal year. Please contact Tyler Howes at 202-551-3370 or
Alan Campbell
at 202-551-4224 with any other questions.
Zheng Wei, Ph.D.
Connect Biopharma Holdings Limited
July 11, 2023
Page 3
Sincerely,
FirstName LastNameZheng Wei, Ph.D.
Division of Corporation
Finance
Comapany NameConnect Biopharma Holdings Limited
Office of Life Sciences
July 11, 2023 Page 3
cc: Steven Chan
FirstName LastName