PARTNERS CHRISTOPHER W. BETTS WILL H. CAI ^ GEOFFREY CHAN * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ CLIVE W. ROUGH ◆ JONATHAN B. STONE * ^ (ALSO ADMITTED IN CALIFORNIA) ◆ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYERS Z. JULIE GAO (CALIFORNIA) BRADLEY A. KLEIN (ILLINOIS) |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com |
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November 6, 2017
Confidential
Draft Registration Statement
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Huami Corporation |
Confidential Submission of the Draft Registration Statement on Form F-1
Dear Sir/Madam,
On behalf of our client, Huami Corporation, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s ordinary shares, par value US$0.0001 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”) for confidential review pursuant to the Jumpstart Our Business Startups Act, as amended (the “JOBS Act”). The Company confirms that it is an “emerging growth company” as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. A registration statement on Form F-6 relating to the ADSs will be filed with the Commission in due course.
Financial Statements
The Company has included in this submission its audited consolidated financial statements as of December 31, 2015 and 2016 and for each of the two years ended December 31, 2015 and 2016. As an emerging growth company, the Company has omitted the selected financial information for the years before 2015.
Draft Registration Statement
Securities and Exchange Commission
November 6, 2017
Page 2
Furthermore, the Company has also omitted the unaudited financial information for the interim period of 2017 which it reasonably believes will not be required at the time the registration statement on Form F-1 is publicly filed in accordance with the Commission’s Compliance and Disclosure Interpretations relating to the Fixing America’s Surface Transportation (FAST) Act dated August 17, 2017.
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Draft Registration Statement
Securities and Exchange Commission
November 6, 2017
Page 3
If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Mark Lian, the audit engagement partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86-10-8520-7156 or via email at mlian@deloitte.com. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.
Very truly yours, |
/s/ Z. Julie Gao |
Z. Julie Gao |
cc: | Wang Huang, Chief Executive Officer, Huami Corporation |
David Cui, Chief Financial Officer, Huami Corporation
Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Mark Lian, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP
David Zhang, Esq., Partner, Kirkland & Ellis International LLP