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August 9, 2018
Xiaoping Chen
Chairman and Chief Executive Officer
Viomi Technology Co., Ltd
Wansheng Square, Rm 1302 Tower C
Xingang East Road, Haizhu District
Guangzhou, Guangdong, 510220
People's Republic of China
Re: Viomi Technology Co., Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted on July 30, 2018
CIK No. 0001742770
Dear Mr. Chen:
We have reviewed your amended draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Form DRS/A filed July 30, 2018
Our Business, page 8
1. We note your response to prior comment 2. Please include the disclosures
from your
response letter explaining how "household users" and "IoT products
shipped" are
meaningful for understanding your business and financial results.
Xiaoping Chen
FirstName LastNameXiaoping Chen
Viomi Technology Co., Ltd
Comapany2018
August 9, NameViomi Technology Co., Ltd
August 9, 2018 Page 2
Page 2
FirstName LastName
2. Please continue to clarify your references to "IoT" and your
"IoT-enabled smart home
products" or "IoT products." In this regard, on page 8 you define
"IoT" as "an
interconnected network of devices, or 'things,' that can communicate
with one another
through the internet." However, your definition of "IoT-enabled smart
home products" or
"IoT products" does not appear to encompass your devices
interconnecting and
communicating with one another through the internet. Instead, it
defines these terms as
"our portfolio of smart home products with internet or Bluetooth
connectivity capabilities,
including our smart water purification systems, smart kitchen products
and other smart
products (such as smart water kettles)." On the other hand, other
disclosure suggests that
your products do interconnect. For example, you disclose on page 117
that "[w]e have
developed advanced software to achieve interconnectivity among our IoT
products and to
support and expand their functionalities." As another example, your
discussion of your
Home OS platform on page 107 states that it "provides consumers with
multiple points of
interaction across a number of devices, removing the limitations of
relying on a single
point of control" and "[t]he connectivity among our various products
means that they can
interact with each other and share information to go beyond their
singular functions,
further enhancing the user experience and creating powerful network
effects and
promoting bundled purchases." Please clarify the extent to which your
"IoT-enabled smart
home products" or "IoT products" interconnect and communicate with one
another
through the internet.
Use of Proceeds, page 55
3. Please quantify the current statutory limit on loans you may make to
your PRC subsidiary
and VIEs.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
74
4. Please expand your discussion of operating results to address the
impact of your
expanding offline retail operation as required by Item 5.D. of Form
20-F. Discuss and
quantify its impact on your revenues, gross margin, income from
continuing operations
and profitability as applicable.
Industry, page 97
5. To provide context to your industry disclosure, please discuss the
extent to which your
products fall within the various IoT-enabled product categories of
smart white goods,
smart white goods, smart small appliances and other smart products.
Also discuss the
extent to which your products are isolated smart home products versus
part of an IoT-
enabled smart home platform.
Xiaoping Chen
Viomi Technology Co., Ltd
August 9, 2018
Page 3
Regulations, page 129
6. We note your disclosure on page 3 and elsewhere that you operate your
business in China
through VIEs due to PRC restrictions or prohibitions on foreign
ownership of internet and
other related business in China. You also disclose that, while your
provision of e-
commerce services is a permitted category under the Negative list,
investments in this
business are still restricted by other qualifications and requirements
under related
regulations in China. Please revise the Regulations disclosure to
discuss which PRC
regulations restrict or prohibit foreign ownership of internet and
other related business in
China, and which parts of the company's business fall within these
restrictions and
prohibitions. For example, discuss whether a holder of an EDI license
for value-added
telecommunications services would be able to have any foreign
ownership.
You may contact Joseph Cascarano, Staff Accountant, at 202-551-3376, or
Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350
with any other
questions.
FirstName LastNameXiaoping Chen Sincerely,
Comapany NameViomi Technology Co., Ltd
Division of
Corporation Finance
August 9, 2018 Page 3 Office of
Telecommunications
FirstName LastName