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United States securities and exchange commission logo
July 28, 2023
James Cheng
Chief Financial Officer
Canaan Inc.
28 Ayer Rajah Crescent #06-08
S139959, Singapore
Re: Canaan Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39127
Dear James Cheng:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 112
1. Pursuant to paragraph
(a) of Item 16I, please clarify whether you are owned or controlled
by a governmental
entity in the foreign jurisdiction or tell us why you are not required to
do so. Please
supplementally describe any 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 this
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).
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.
James Cheng
Canaan Inc.
July 28, 2023
Page 2
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for Canaan Inc. We also note that your list of subsidiaries in Exhibit
8.1 appears to
indicate that you have subsidiaries in Hong Kong and countries outside
China. Please
note that Item 16I(b) requires that you provide disclosures for yourself
and your
consolidated foreign operating entities, including variable interest
entities or similar
structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information 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 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.
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 Christopher Dunham at
202-551-
3783 with any questions.
Sincerely,
FirstName LastNameJames Cheng
Division of
Corporation Finance
Comapany NameCanaan Inc.
Disclosure Review
Program
July 28, 2023 Page 2
cc: Steve Lin
FirstName LastName