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United States securities and exchange commission logo
July 28, 2023
Yinan Hu
Chief Executive Officer
Fanhua Inc.
60/F, Pearl River Tower
No. 15 West Zhujiang Road
Guangzhou, Guangdong 510623
People s Republic of China
Re: Fanhua Inc.
Amendment No. 1 to
the Annual Report on Form 20-F
Filed May 22, 2023
Annual Report on
Form 20-F
Filed April 25,
2023
File No. 001-33768
Dear Yinan Hu:
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
Item 5. Operating and Financial Review and Prospects, page 76
1. Please revise your
Operating and Financial Review and Prospects section in future filings
to discuss your
financial condition and changes in financial condition for each of the
periods presented as
required by Item 303(a) of Regulation S-K. Please also refer to the
instructions to Item 5
of Form 20-F and SEC Release Nos. 33-6835 and 33-8350.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 124
2. We note your statement
that you reviewed the Company s register of members and public
Yinan Hu
FirstName
Fanhua Inc.LastNameYinan Hu
Comapany
July NameFanhua Inc.
28, 2023
July 28,
Page 2 2023 Page 2
FirstName LastName
filings with shareholders, including the Schedule 13D/A filed jointly
by Sea Synergy
Limited and Mr. Yinan Hu on December 23, 2022 and the Schedule 13G/A
filed by Bank
of America Corporate Center on February 14, 2023, 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).
3. 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.
4. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
for Fanhua Inc. or the consolidated VIEs. We also note that your
list of subsidiaries and
affiliated entities in Exhibit 8.1 appears to indicate that you have
subsidiaries that are not
included in your VIEs. Please note that Item 16I(b) requires that you
provide disclosures
for yourself and your consolidated foreign operating entities,
including variable interest
entities or similar structures.
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, please
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.
5. 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.
Notes to the Consolidated Financial Statements
(e) Accounts receivable and Contract Assets, page F-17
6. Please revise future filings to include your policy for determining
past-due or delinquency
status for your accounts receivable and contract assets and your
policy for recognizing
write-offs within the allowance for doubtful accounts. Please refer to
ASC 326-20-50-17.
Yinan Hu
Fanhua Inc.
July 28, 2023
Page 3
7. Please revise future filings to include the disclosures required by
ASC 606-10-50-9 and
ASC 606-10-50-10 for your contract assets.
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 Jimmy McNamara at (202) 551-7349 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.
You may contact William Schroeder at (202) 551-3294 or John Spitz at
(202) 551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601
with any other
questions.
FirstName LastNameYinan Hu Sincerely,
Comapany NameFanhua Inc.
Division of
Corporation Finance
July 28, 2023 Page 3 Office of Finance
FirstName LastName