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United States securities and exchange commission logo
June 29, 2023
Boxun Zhang
Chief Financial Officer
Concord Medical Services Holdings Ltd
Room 2701-05, Tower A, Global Trade Center
36 North Third Ring Road, Dongcheng District
Beijing 100013
People s Republic of China
Re: Concord Medical
Services Holdings Ltd
Form 20-F filed
April 19, 2023
File No. 001-34563
Dear Boxun 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.
Form 20-F filed April 19, 2023
Conventions That Apply to this Annual Report on Form 20-F, page 1
1. We note your defined
term "China" excludes "Taiwan and the special administrative
regions of Hong Kong
and Macau." Please clarify that the legal and operational risks
associated with
operating in China discussed elsewhere in the annual report also apply to
operations in Hong Kong
and Macau.
Part I, Item 3. Key Information, page 3
2. At the onset of Part 3,
provide prominent disclosure about the legal and operational risks
associated with being
based in or having the majority of the company s operations in
China. Your disclosure
should make clear whether these risks could result in a material
change in your
operations and/or the value of your securities or could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
Boxun Zhang
FirstName LastNameBoxun Zhang Ltd
Concord Medical Services Holdings
Comapany
June NameConcord Medical Services Holdings Ltd
29, 2023
June 29,
Page 2 2023 Page 2
FirstName LastName
cause the value of such securities to significantly decline or be
worthless. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to the use of variable interest entities and data
security or anti-monopoly
concerns, have or may impact the company s ability to conduct its
business, accept
foreign investments, or list on a U.S. or other foreign exchange.
3. At the onset of Part 3, provide a clear description of how cash is
transferred through your
organization. Disclose your intentions to distribute earnings.
Quantify any cash flows and
transfers of other assets by type that have occurred between the
holding company and its
subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a
subsidiary have made to the holding company and which entity made such
transfer, and
their tax consequences. Similarly quantify dividends or distributions
made to U.S.
investors, the source, and their tax consequences. Your disclosure
should make clear if no
transfers, dividends, or distributions have been made to date.
Describe any restrictions on
foreign exchange and your ability to transfer cash between entities,
across borders, and to
U.S. investors. Describe any restrictions and limitations on your
ability to distribute
earnings from the company, including your subsidiaries, to the parent
company and U.S.
investors.
4. At the onset of Part 3, 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. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your operations, and state affirmatively whether
you have received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. 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.
Risk Factors
Summary of Risk Factors, page 3
5. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of the
Boxun Zhang
FirstName LastNameBoxun Zhang Ltd
Concord Medical Services Holdings
Comapany
June NameConcord Medical Services Holdings Ltd
29, 2023
June 29,
Page 3 2023 Page 3
FirstName LastName
securities you are registering for sale. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of your securities to significantly decline or be
worthless.
Risks Related to Our Business and Industry
You may have difficulty enforcing judgments obtained against us, page 24
6. Please revise page 24 to state whether your directors and officers are
located in China.
Additionally, include this disclosure as a summary risk factor and
restate it in a separate
Enforceability of Civil Liabilities section.
Risks Related to Doing Business in China
We are subject to complex and evolving laws, regulations and governmental
policies regarding
privacy and data protection..., page 30
7. We note your disclosure on page 30. In light of recent events
indicating greater oversight
by the Cyberspace Administration of China (CAC) over data security,
particularly for
companies seeking to list on a foreign exchange, please revise your
disclosure to explain
how this oversight impacts your business and your securities and to
what extent you
believe that you are compliant with the regulations or policies that
have been issued by the
CAC to date.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 140
8. We note your statement that you reviewed your register of members and
public filings on
EDGAR made by your shareholders 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).
9. 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.
10. 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. In that regard, we note from exhibit 8.1 that you have
consolidated foreign
Boxun Zhang
Concord Medical Services Holdings Ltd
June 29, 2023
Page 4
operating entities in PRC as well as in Hong Kong, Singapore and
British Virgin Islands.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or incorporated
and provide 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 in your supplemental response.
11. 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.
You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. You
may contact Jimmy McNamara at 202-551-7349 or Andrew Mew at 202-551-3377 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 Jordan Nimitz at
202-551-5831 or
Margaret Schwartz at 202-551-7153 with any other questions.
Sincerely,
FirstName LastNameBoxun Zhang
Division of Corporation
Finance
Comapany NameConcord Medical Services Holdings Ltd
Office of Industrial
Applications and
June 29, 2023 Page 4 Services
FirstName LastName