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United States securities and exchange commission logo
June 7, 2023
Chengfang Lu
Acting Chief Financial Officer
LIZHI Inc.
No. 309 Middle Huangpu Avenue
Tianhe District, Guangzhou 510655
The People s Republic of China
Re: LIZHI Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 28,
2023
File No. 001-39177
Dear Chengfang Lu:
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 Fiscal Year Ended December 31, 2022
Item 16.I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 152
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders, including the Schedule 13G/A filed by Jinnan (Marco) Lai 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).
Chengfang Lu
FirstName
LIZHI Inc. LastNameChengfang Lu
Comapany
June 7, 2023NameLIZHI Inc.
June 7,
Page 2 2023 Page 2
FirstName LastName
2. 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.
3. We note that your disclosures pursuant to Item 16I(b) use terms such
as our or us. It
is unclear from the context of these disclosures whether these terms
are meant to
encompass you and all of your consolidated foreign operating entities
or whether in some
instances these terms refer solely to LIZHI Inc. Please note that Item
16I(b) requires that
you provide each disclosure for yourself and your consolidated foreign
operating entities,
including variable interest entities or similar structures. To clarify
this matter, please
provide the information required by each subsection of Item 16I(b) for
you and all of your
consolidated foreign operating entities in your supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our best 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.
Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-9
5. Considering the nature of the relationships with the VIEs, please
revise the headers
on page F-10 to remove the references to "direct or indirect" and
"ownership." In this
regard, please relabel this column so that it appropriately reflects
the fact that you hold
only an economic interest in the VIEs via contractual arrangements.
General
6. Please provide a detailed legal analysis regarding whether the company
and its
subsidiaries meet the definition of an investment company under
Section 3(a)(1)(A) of
the Investment Company Act of 1940 ( Investment Company Act ). In
your response,
please address, in detail, each of the factors outlined in Tonapah
Mining Company of
Nevada, 26 SEC 426 (1947) and provide legal and factual support for
your analysis of
each such factor.
7. Please provide a detailed legal analysis regarding whether the company
or any of its
subsidiaries meet the definition of an investment company under
Section 3(a)(1)(C) of
the Investment Company Act. In your response, please include all
relevant calculations
under Section 3(a)(1)(C), identifying each constituent part of the
numerators and
denominators. Please also (i) specifically describe the types of
assets included within
Chengfang Lu
LIZHI Inc.
June 7, 2023
Page 3
cash and cash equivalents and short-term investments on your
balance sheet and (ii)
describe and discuss their proposed treatment for purposes of Section
3(a)(1)(C), as well
as any other substantive determinations and/or characterizations of
assets that are material
to your calculations. Finally, please include a legal analysis of whether
the interests held
by the company in its VIEs are investment securities for purposes
of Section 3(a)(2).
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.
Please 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 Chen Chen,
Staff Accountant, at 202-551-7351 or Christine Dietz, Senior Staff Accountant,
at 202-551-3408
with any other questions.
Sincerely,
FirstName LastNameChengfang Lu
Division of
Corporation Finance
Comapany NameLIZHI Inc.
Office of
Technology
June 7, 2023 Page 3
cc: Li He
FirstName LastName