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August 29, 2023
Richard Jian Liu
Chief Financial Officer
EHang Holdings Limited
11/F Building One, EHang Technology Park
No. 29 Bishan Blvd., Huangpu District
Guangzhou, 510700
People s Republic of China
Re: EHang Holdings
Limited
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39151
Dear Richard Jian Liu:
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 162
1. We note your statement
that you reviewed your register of members in the Cayman
Islands and publicly
available documents such as beneficial ownership reports on
Schedule 13D or
Schedule 13G 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
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
Richard Jian Liu
EHang Holdings Limited
August 29, 2023
Page 2
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.
3. 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 confirm, if
true, that you have disclosed 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.
Alternatively, please
provide this information 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 Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377
with any
questions.
Sincerely,
FirstName LastNameRichard Jian Liu
Division of
Corporation Finance
Comapany NameEHang Holdings Limited
Disclosure Review
Program
August 29, 2023 Page 2
cc: Will Cai, Esq.
FirstName LastName