October 7, 2024
James Jin 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, 2023
Filed April 17, 2024
File No. 001-39127
Dear James Jin Cheng:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Risk Factors
Risks and uncertainties arising from the legal system of mainland China...,
page 31
1. We note the changes you made to your disclosure appearing on the Summary
and
Risk Factor sections relating to Risks Relating to Doing Business in the
PRC. It is
unclear to us that there have been changes in the regulatory environment
in the PRC
since the Form 20-F for the year ended December 31, 2021, that was filed
on April
29, 2022, warranting revised disclosure to mitigate the challenges you
face and related
disclosures. The Sample Letters to China-Based Companies sought specific
disclosure relating to the risk that the PRC government may intervene in
or influence
your operations at any time, or may exert control over operations of
your business,
which could result in a material change in your operations and/or the
value of the
securities. We remind you that, pursuant to federal securities rules,
the term control
(including the terms controlling, controlled by, and
under common control
with ) as defined in Securities Act Rule 405 means the possession,
direct or indirect,
October 7, 2024
Page 2
of the power to direct or cause the direction of the management and
policies of a
person, whether through the ownership of voting securities, by contract,
or
otherwise. The Sample Letters also sought specific disclosures
relating to
uncertainties regarding the enforcement of laws and that the rules and
regulations in
China can change quickly with little advance notice. We do not believe
that your
current disclosure conveys the same risk. Please restore your
disclosures in these
areas to the disclosures as they existed in the Form 20-F for the year
ended December
31, 2021, that was filed on April 29, 2022.
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 Dale Welcome at 202-551-3865 or Hugh West at 202-551-3872
with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing