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United States securities and exchange commission logo
June 26, 2023
Fion Wenjuan Zhou
Chief Financial Officer
Niu Technologies
No.1 Building, No. 195 Huilongguan East Road,
Changping District, Beijing 102208
People s Republic of China
Re: Niu Technologies
Annual Report on
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 21,
2023
File No. 001-38696
Dear Fion Wenjuan Zhou:
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.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
Provisions Required from the PRC Government Authorities for Our
Operations, page 8
1. Please expand your
discussion to address the following, specifically beginning with
stating affirmatively
whether you have received all requisite permissions or approvals,
etc.:
Disclose each
permission or approval that you, your subsidiaries, or the VIEs are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you, your subsidiaries,
or VIEs 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 the VIE s operations, and state
affirmatively
whether you have received all requisite permissions or approvals and
Fion Wenjuan Zhou
FirstName LastNameFion Wenjuan Zhou
Niu Technologies
Comapany
June NameNiu Technologies
26, 2023
June 26,
Page 2 2023 Page 2
FirstName LastName
whether any permissions or approvals have been denied. Please
also describe the
consequences to you and your investors if you, your subsidiaries,
or the VIEs: (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.
2. With regard to your discussion of the new CSRC Overseas Listing Trial
Measures which
took effect on March 31, 2023, please disclose how, if at all, the
Overseas Listing Trial
Measures apply to you, your subsidiaries and the VIE and its
subsidiaries and whether all
relevant parties have complied with your obligations under the
Overseas Listing Trial
Measures, and the risks to investors of non-compliance.
Risks Related to Doing Business in China
The PRC government's significant oversight over our business operation could
result in a
material adverse change in our operations , page 43
3. Please expand the discussion in the second sentence to clarify that
the PRC 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. Reference is
made to your disclosure in the second to last paragraph on page 4.
Risks Related to Our ADSs
Certain judgments obtained against us by our shareholders may not be
enforceable, page 58
4. In addition to this Risk Factor disclosure, please provide a separate
Enforceability section
to disclose the difficulty of bringing actions and enforcing judgments
against your officers
and directors who appear to be located in China.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 137
5. We note your statement that you reviewed your register of members and
public filings
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
Fion Wenjuan Zhou
FirstName LastNameFion Wenjuan Zhou
Niu Technologies
Comapany
June NameNiu Technologies
26, 2023
June 26,
Page 3 2023 Page 3
FirstName LastName
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).
6. 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.
7. 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.
Item 19. Exhibits, page Exhibits
8. Refer to the Certifications of the Chief Executive Officer and Chief
Financial Officer at
Exhibits 13.1 and 13.2, respectively. We note the first paragraph of
each exhibit refers to
the prior year ended December 31, 2021, rather than the current year
ended December 31,
2022. Please amend your December 31, 2022 Annual Report on Form 20-F
in its entirety
to properly include corrected Exhibits 13.1 and 13.2. We refer you to
Compliance
& Disclosure Interpretations ("C&DIs") Section 246.14 of Regulation
S-K.
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.
Fion Wenjuan Zhou
Niu Technologies
June 26, 2023
Page 4
You may contact Beverly Singleton at (202) 551-3328 or Melissa Gilmore
at (202) 551-
3777 if you have questions regarding comments on the financial statements and
related matters.
Contact Jennifer Thompson at (202) 551-3737 or Chris Dunham at (202) 551-3783
if you have
any questions about comments related to your status as a Commission-Identified
Issuer during
your most recently completed fiscal year.
FirstName LastNameFion Wenjuan Zhou Sincerely,
Comapany NameNiu Technologies
Division of
Corporation Finance
June 26, 2023 Page 4 Office of
Manufacturing
FirstName LastName