IHUMAN INC.
Floor 8, Building B
No. 1 Wangjing East Road
Chaoyang District, Beijing 100102
People’s Republic of China
December 1, 2023
VIA EDGAR
Mr. Stephen Kim
Mr. Robert Shapiro
Ms. Cara Wirth
Mr. Brian Fetterolf
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | iHuman Inc. (the “Company”) | |
| Form 20-F for Fiscal Year Ended December 31, 2022 | ||
| Response dated October 24, 2023 | ||
| File No. 001-39591 |
Dear Mr. Kim, Mr. Shapiro, Ms. Wirth and Mr. Fetterolf:
This letter sets forth the Company’s response to the comments contained in the letter dated November 16, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”) and the Company’s response dated October 24, 2023. The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.
Response Letter dated October 24, 2023
“Our business generates and processes data in the ordinary course, and we are required to comply with PRC and . . . ”, page 23
| 1. | We note your proposed revised disclosure in response to comment 1, including that you have been “advised” by PRC counsel that you are not required to apply with the Cybersecurity Review Office for a cybersecurity review and that you are in compliance with the permissions and approvals requirements under the existing PRC regulations and policies on cybersecurity, data security and personal data protection issued by the CAC. Please tell us if you are relying on the opinion of counsel in this context and if so, please revise to state as much. If you are not relying on the opinion of counsel, please revise to state as much, and explain why not. |
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2023
Page 2
In response to the Staff’s comment, the Company respectfully submits to the Staff that the Company relied on the opinion of its PRC counsel, Tian Yuan Law Firm, for the proposed revised disclosure in response to Staff’s Comment #1 dated September 26, 2023. The Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the 2022 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined, and incremental changes in response to the Staff’s latest follow-up comment shown in strike-through for deletions or double underlines for additions), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:
Page 24
Data Security and Cybersecurity
| · | […] |
| · | In June 2021, the Standing Committee of the National People’s
Congress promulgated the Data Security Law, which took effect in September 2021. The Data Security Law, among other things,
provides for security review procedure for data-related activities that may affect national security. In July 2021, the State
Council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1,
2021. Pursuant to this regulation, critical information infrastructure means key network facilities or information systems of critical
industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance,
public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger
national security, people’s livelihoods and the public interest. In December 2021, the CAC, together with other authorities,
jointly promulgated the Revised Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its
predecessor regulation. Pursuant to the Revised Cybersecurity Review Measures, critical information infrastructure operators that
procure internet products and services or online platform operators that are engaged in data processing activities must be subject
to the cybersecurity review if their activities affect or may affect national security. The Revised Cybersecurity Review Measures
further stipulates that network platform operators that hold personal information of over one million users shall apply with the
Cybersecurity Review Office for a cybersecurity review before any initial public offering at a foreign stock exchange. As of the
date of this annual report, we have not been informed that we are a critical information infrastructure operator by any government
authorities. Moreover, our PRC counsel has consulted the relevant government authority, which confirmed that, under the currently
effective laws and regulations of mainland China, a company already listed in a foreign stock exchange before promulgation of the
Revised Cybersecurity Review Measures is not required to apply with the Cybersecurity Review Office for a cybersecurity review. As
of the date of this annual report, we have not been involved in any investigations on cyber security review made by the CAC, nor
have we received any inquiries, notices, warnings, or sanctions from any competent mainland China regulatory authorities related
to cybersecurity, data security and personal data protection. Based
on the foregoing, it is the opinion of our PRC counsel that |
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2023
Page 3
It
is the opinion of our PRC counsel thatAs advised by our PRC counsel,
as of the date of this annual report, we are in compliance with the permissions and approvals requirements under the existing PRC regulations
and policies on cybersecurity, data security and personal data protection issued by the CAC.
General
| 2. | We note your response to comment 2, as well as your proposed revised disclosure that “[i]f we or the VIE is found to be in violation of any existing or future laws or regulations in mainland China, or fail to obtain or maintain any of the required permits or approvals, the relevant mainland China regulatory authorities would have a certain degree of discretion within their scope of authority to take action in dealing with such violations or failures.” Please revise to revert to your original disclosure that “China regulatory authorities would have broad discretion to take action in dealing with such violations or failures.” Please tell us what your disclosure will look like. |
The Staff’s comment is duly noted. The Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the 2022 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined, and incremental changes in response to the Staff’s latest follow-up comment shown in strike-through for deletions or double underlines for additions), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:
Pages 10-11
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2023
Page 4
Our Holding Company Structure and Contractual Arrangements with the VIE and Its Shareholders
| […] |
There
are also substantial uncertainties regarding tTThere
are substantial uncertainties regarding the interpretation and application of current and future
laws, regulations and rules in mainland China regarding the status of the rights of our Cayman Islands holding company with respect to
its contractual arrangements with the VIE and its shareholders are subject to changes. It is uncertain
whether any new laws or regulations in mainland China relating to VIE structures will be adopted or if adopted, what they would provide.
There is no assurance that the mainland China government will not promulgate or amend the laws and regulations in the future to disallow
the VIE structure depending on the facts and circumstances, which would likely result in a material
adverse change in our operations, and our ADSs may decline significantly in value or become worthless. If we or the VIE is found
to be in violation of any existing or future laws or regulations in mainland China, or fail to obtain or maintain any of the required
permits or approvals, the relevant mainland China regulatory authorities would have broad a certain degree
ofbroad discretion within their scope of authority
to take action in dealing with such violations or failures. If the mainland ChinaPRC government deems
that our contractual arrangements with the VIE do not comply with regulations regulatory restrictions in mainland
China on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change
or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those
operations. Our Cayman Islands holding company, our subsidiaries in mainland China, the VIE and VIE’s subsidiaries, and investors
of our company face uncertainty about may be subject to potential future actions by the mainland ChinaPRC government depending on the facts and circumstances that could affect the enforceability of the
contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as
a whole. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the mainland
ChinaPRC government finds that the agreements that establish the structure for operating some of our operations
do not comply with regulations in mainland China relating to the relevant industries, or if these regulations or the interpretation of
existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those
operations” and “—Our current corporate structure and business operations may be substantially affected by the Foreign
Investment Law.”
| 3. | We note your proposed revised disclosure that the “mainland China government has significant oversight and discretion over the conduct of our business, and may intervene or influence our operations.” In future filings, please revise to disclose that the mainland China 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. Please tell us what your disclosure will look like. |
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2023
Page 5
The Staff’s comment is duly noted. The Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the 2022 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined, and incremental changes in response to the Staff’s latest follow-up comment shown in strike-through for deletions or double underlines for additions), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:
Page 43
Significant
oversight and discretion by the mainland China government over Significant
oversight and discretion by PRC government over our business operation could result in a material adverse change in our
operations and the value of our ADSs.
We
conduct our business primarily in China. Our operations in mainland China are governed by laws and regulations in mainland China. The
mainland ChinaPRC government has significant significant oversight and
discretion and discretion over the conduct of our business, and may intervene or influence our operations,
and may intervene or influence our operations at any time, which could result
in a material change in our operations and/or the value of our securities. The mainland ChinaPRC government
has recently published new policies that significantly affected certain industries and we cannot rule out
the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require
us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or
the value of our ordinary shares and ADSs. Our ordinary shares and ADSs may decline in value or become worthless as a result. Also, the
mainland China government has indicated an intent and may promulgate certain
regulations and rules to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in mainland China-based
issuers depending on the facts and circumstances, such as to ensure national security. In the event
that we fail to comply with any legal and regulatory requirements of mainland China in relation to overseas securities issuance or foreign
investment, our ability to offer or continue to offer securities to investors could be significantly limited or completely hindered and
the value of such securities could significantly decline or become worthless.Therefore, investors of our company and our
business face potential uncertainty from actions taken by the PRC government affecting our business.”
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2023
Page 6
| 4. | We note your proposed revised disclosure that “[t]he interpretation and application of current and future laws, regulations and rules in mainland China regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its shareholders are subject to changes.” Please revise to revert to your original disclosure that “[t]here are substantial uncertainties regarding the interpretation and application . . . .” (Emphasis added). Please tell us what your disclosure will look like. |
Please refer to the Company’s response to Comment #2 herein.
| 5. | We note your proposed revised disclosure that “the mainland China government may promulgate certain regulations and rules to exert more oversight over offerings that are conducted overseas and foreign investment in mainland China-based issuers depending on the facts and circumstances,” and that, “[i]n the event that we fail to comply with any legal and regulatory requirements of mainland China in relation to overseas securities issuance or foreign investment, our ability to offer or continue to offer securities to investors could be significantly limited or completely hindered and the value of such securities could significantly decline or become worthless.” In future filings, please revise to clarify that, 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, 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. In revising your disclosure, please also refrain from indicating that such changes may be “depending on the facts and circumstances.” Please tell us what your disclosure will look like. In this regard, while we note your response that you are “not owned or controlled by a governmental entity of mainland China,” 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.” |
The Staff’s comment is duly noted. Please refer to the Company’s response to Comment #3 herein. In addition, the Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the 2022 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined, and incremental changes in response to the Staff’s latest follow-up comment shown in strike-through for deletions or double underlines for additions), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:
Page 16
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2023
Page 7
Risks Related to Doing Business in China
| ● | […] |
| ● | The
mainland China government has indicated an intent and may promulgate certain regulations and rules
|
* * *
If you have any additional questions or comments regarding the 2022 Form 20-F, please contact the undersigned at vivien.wang@ihuman.com or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +86 (21) 6193-8210 or haiping.li@skadden.com.
| Very truly yours, | |
| /s/ Vivien Weiwei Wang | |
| Name: Vivien Weiwei Wang | |
| Title: Chief Financial Officer |
| cc: | Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP |
| Yilin Xu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP | |
| Kang Li, Partner, Ernst & Young Hua Ming LLP |