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United States securities and exchange commission logo
June 30, 2022
Lei Chen
Chief Financial Officer
Ebang International Holdings Inc.
Building 7, No. 5 Nangonghe Road, Linping Street
Yuhang District, Hangzhou, Zhejiang, 311100
People's Republic of China
Re: Ebang International
Holdings Inc.
Form 20-F for the
Year Ended December 31, 2021
File No. 001-39337
Dear Mr. Chen:
We have limited our review of your filing to the financial
statements and related
disclosures 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 the Year Ended December 31, 2021
Exhibit 12.1 and 12.2 Certifications Pursuant to Section 302 of the
Sarbanes Oxley Act, page 1
1. We note from Item 15B
of your Form 10K, that management has evaluated and concluded
on the effectiveness of
your internal control over financial reporting as of December 31,
2021 and you have
included management's report on page 133. In light of the fact that
you have included
management's report on ICFR in your filing, we believe that your
certifications pursuant
to Section 302 of the Sarbanes Oxley Act should include paragraph
4(b). In this regard,
paragraph 4(b) should be included to disclose that management has
"designed such internal
control over financial reporting, or caused such internal control
over financial
reporting to be designed under our supervision, to provide reasonable
assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external
purposes in accordance with generally accepted accounting
principles." Please
revise accordingly.
Lei Chen
FirstName LastNameLei ChenInc.
Ebang International Holdings
Comapany
June NameEbang International Holdings Inc.
30, 2022
June 30,
Page 2 2022 Page 2
FirstName LastName
Item 3. Key Information, page 1
2. At the onset of Item 3, provide a clear description of how cash is
transferred through your
organization and disclose your intentions to distribute earnings or
settle amounts owed
under applicable agreements. State whether any transfers, dividends,
or distributions have
been made to date between the holding company, its subsidiaries and
consolidated
entities, or to investors, and quantify the amounts where applicable.
Part I, page 1
3. At the onset of Part I, please revise to disclose prominently the
following:
whether your auditor is subject to the determinations announced by
the PCAOB on
December 16, 2021;
whether and how the Holding Foreign Companies Accountable Act, the
Accelerating
Holding Foreign Companies Accountable Act, and related regulations
will affect your
company, including the time frame change in PCAOB inspections for
two
consecutive years instead of three years;
whether you have been or expect to be identified by the Commission
under the
HFCAA; and
a cross-reference to your more detailed disclosure in your risk
factors, including the
heading of the risk factor.
4. At the onset of Part I, please disclose prominently that you are not a
Chinese operating
company but a Cayman Islands holding company with operations conducted
by your
subsidiaries based in China and that this structure involves unique
risks to investors. If
true, disclose that these contracts have not been tested in court.
Provide a cross-reference
to your detailed discussion of risks facing the company as a result of
this structure.
5. At the onset of Part I, clearly disclose how you will refer to the
holding company,
subsidiaries, and other entities when providing the disclosure
throughout the document so
that it is clear to investors which entity the disclosure is
referencing and which
subsidiaries or entities are conducting the business operations.
Refrain from using terms
such as we or our when describing activities or functions
of a subsidiary or other
entity. For example, disclose, if true, that your subsidiaries and/or
other entities conduct
operations in China, that the other entity is consolidated for
accounting purposes but is not
an entity in which you own equity, and that the holding company does
not conduct
operations. Disclose clearly the entity (including the domicile) in
which investors are
purchasing an interest.
Notes to the Financial Statements
Note 3. Short-term Investments, page F-17
6. We note from your disclosure in Note 2 on page F-10, that short-term
investments consist
of investments in marketable securities which are accounted for under
ASC 321. Please
Lei Chen
Ebang International Holdings Inc.
June 30, 2022
Page 3
revise to include the disclosures required by ASC 321-10-50, which
include disclosure of
the portion of unrealized gains and losses for the period that relates
to equity securities
still held at the reporting date. Also, we note your disclosure that
you hold debt classified
investments that are recorded as available for sale securities. Please
revise to include the
disclosures required by ASC 320-10-50-2.
General
7. As it appears your officers and directors are located in China, please
include a
separate Enforceability of Civil Liabilities section which
discloses the difficulty of
bringing actions and enforcing judgements against these individuals.
This section should
include disclosures consistent with your Risk Factor disclosure on
page 49.
In closing, 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 Claire Erlanger at (202) 551-3301 or Jean Yu at (202)
551-3305 with
any questions.
FirstName LastNameLei Chen Sincerely,
Comapany NameEbang International Holdings Inc.
Division of
Corporation Finance
June 30, 2022 Page 3 Office of
Manufacturing
FirstName LastName