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United States securities and exchange commission logo
June 6, 2024
Yuanjun Ye
Chief Financial Officer
LightInTheBox Holding Co., Ltd.
51 Tai Seng Avenue
#05-02B/C, Pixel Red
Singapore 533941
Re: LightInTheBox
Holding Co., Ltd.
Form 20-F for
Fiscal Year Ended December 31, 2023
Filed March 28,
2024
File No. 001-35942
Dear Yuanjun Ye:
We have reviewed your
filing and have the following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Conventions that Apply to this Annual Report on Form 20-F, page ii
1. We note that your
definition of China and the PRC excludes Hong Kong. Please revise to
clarify that the legal
and operational risks associated with operating in China also apply to
operations in Hong
Kong. This disclosure may appear in the definition itself or in another
appropriate discussion
of legal and operational risks applicable to the company.
Item 3. Key Information, page 1
2. We note your
representation that "LightInTheBox Holding Co., Ltd. is a Cayman Islands
holding company with no
material operations of [y]our own" and that you conduct your
operations primarily
through your "subsidiaries in Singapore, Hong Kong, the PRC, the
United States and
Netherlands." Please revise to explicitly clarify that you are not a
Chinese operating
company but a Cayman Islands holding company and disclose that this
structure involves
unique risks to investors. Explain whether the holding
company structure is
used to provide investors with exposure to foreign investment in
Yuanjun Ye
FirstName LastNameYuanjun Ye
LightInTheBox Holding Co., Ltd.
Comapany
June 6, 2024NameLightInTheBox Holding Co., Ltd.
June 6,
Page 2 2024 Page 2
FirstName LastName
China-based companies where Chinese law prohibits direct foreign
investment in the
operating companies, and disclose that investors may never hold equity
interests in the
Chinese operating company. Your disclosure should acknowledge that
Chinese regulatory
authorities could disallow this holding company structure, which would
likely result in a
material change in your operations and/or a material change in the
value of your
securities, including that it could cause the value of your securities
to significantly decline
or become worthless. Please similarly discuss the applicable laws and
regulations in Hong
Kong as well as the related risks and consequences. Provide a
cross-reference to your
detailed discussion of risks facing the company and the offering as a
result of this
structure. Lastly, disclose clearly the entity (including the
domicile) in which investors
own an interest.
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 could significantly limit or completely hinder your ability to
offer or continue to
offer securities to investors and 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. This section should address, but not necessarily be limited
to, the risks
highlighted in the forward-looking information and Risk Factors
sections. Lastly, please
provide cross-references to a more detailed discussion of the
individual risks identified
here.
4. Provide a description of how cash is transferred through your
organization. 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 has 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 your businesses, including
subsidiaries, to the parent
company and U.S. investors. Provide cross-references to the
consolidated financial
statements. Please also include this disclosure in Item 5. Operating
and Financial Review
and Prospects.
5. Please amend your disclosure here and in the summary risk factors and
risk factors
sections to state that, to the extent cash or assets in the business
is in the PRC/Hong Kong
or a PRC/Hong Kong entity, the funds or assets 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
Yuanjun Ye
LightInTheBox Holding Co., Ltd.
June 6, 2024
Page 3
restrictions and limitations on the ability of you and your
subsidiaries by the PRC
government to transfer cash or assets. Please also include this
disclosure in Item 5.
Operating and Financial Review and Prospects.
6. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries and investors, summarize the policies
and disclose the
source of such policies (e.g., whether they are contractual in nature,
pursuant to
regulations, etc.); alternatively, state that you have no such cash
management policies that
dictate how funds are transferred. Please also include this disclosure
in Item 5. Operating
and Financial Review and Prospects.
7. We note your Summary of Risk Factors section on page 3 under Item 3.D.
Please relocate
your summary of risk factors here instead of Item 3.D. Additionally,
please revise your
summary of risk factors to 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 with
specific cross-references (title and page) to the more detailed
discussion of these risks in
the annual report. 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 or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of your securities. Acknowledge any risks that any actions by the
Chinese government to
exert more oversight and control over offerings that are conducted
overseas 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 such
securities to significantly decline or be worthless.
8. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer your
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. In
doing so,
explain how you arrived at your conclusion and the basis for your
conclusion. 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
FirstName LastNameYuanjun Ye
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
Comapany NameLightInTheBox
interpretations change and Holding Co., Ltd.to obtain such permissions
or approvals in the
you are required
June 6,future.
2024 Page 3
FirstName LastName
Yuanjun Ye
FirstName LastNameYuanjun Ye
LightInTheBox Holding Co., Ltd.
Comapany
June 6, 2024NameLightInTheBox Holding Co., Ltd.
June 6,
Page 4 2024 Page 4
FirstName LastName
The Holding Foreign Companies Accountable Act, page 2
9. Please disclose the location of your auditor s headquarters and
whether and how the
Holding Foreign Companies Accountable Act, as amended by the
Consolidated
Appropriations Act, 2023, and related regulations will affect your
company.
Item 3.D Risk Factors, page 3
10. Given the Chinese government s significant oversight and discretion
over the conduct and
operations of your business, please revise to describe any material
impact that
intervention, influence, or control by the Chinese government has or
may have on your
business or on the value of your securities. Highlight separately the
risk that the Chinese
government may intervene or influence your operations at any time,
which could result in
a material change in your operations and/or the value of your
securities. Also, given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. We remind you
that, pursuant to federal securities rules, the term control
(including the terms
controlling, controlled by, and under common control
with ) means the possession,
direct or indirect, of the power to direct or cause the direction of
the management and
policies of a person, whether through the ownership of voting
securities, by contract, or
otherwise.
11. 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 offering and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date. In
doing so, explain how
you arrived at your conclusion and the basis for your conclusion.
You may face difficulties in protecting your interests . . ., page 25
12. We note your disclosure that "[m]ost of our directors and officers
reside outside the
United States and all or a substantial portion of their assets are
located outside of the
United States." To the extent one or more directors, officers or
members of senior
management located in the PRC/Hong Kong, please (i) state that is the
case and identify
the relevant individuals and (ii) include a separate Enforceability
section addressing the
challenges of bringing actions and enforcing judgments and liabilities
against such
individuals.
Yuanjun Ye
FirstName LastNameYuanjun Ye
LightInTheBox Holding Co., Ltd.
Comapany
June 6, 2024NameLightInTheBox Holding Co., Ltd.
June 6,
Page 5 2024 Page 5
FirstName LastName
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.
Please contact Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Yu Wang