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United States securities and exchange commission logo
July 21, 2021
Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
27/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People s Republic of China
Re: Jianzhi Education
Technology Group Co Ltd
Registration
Statement on Form F-1
Filed July 13, 2021
File No. 333-257865
Dear Mr. Hu:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Risk Factors
Risks Related to Our Business and Industry
We are subject to a variety of laws and other obligations regarding
cybersecurity and data
protection . . ., page 29
1. We note your disclosure
about the Cyberspace Administration of China s (CAC) public
issuance of the
Measures for Cybersecurity Censorship. In light of recent events that
indicate greater
oversight by the CAC in terms of data security, particularly for companies
seeking to list on a
foreign exchange, please revise your disclosure to explain how this
oversight impacts your
offering and to what extent you believe that you are compliant
with the regulations or
policies that have been issued by the CAC to date.
Yong Hu
Jianzhi Education Technology Group Co Ltd
July 21, 2021
Page 2
Risks Related to Doing Business in China, page 38
2. Please add a risk factor that addresses limitations on the ability of
U.S. regulators, such as
the Department of Justice, the SEC, the PCAOB and other authorities,
to conduct
investigations and inspections within the PRC and Hong Kong, and the
potential impact of
The Holding Foreign Companies Accountable Act on your company. Refer
to CF
Disclosure Guidance: Topic No. 10.
3. We note you disclose that one of your key strategies is to [p]ursue
strategic acquisition
and investment opportunities and that you may consider selective
investments or
strategic acquisitions to enhance [y]our industry position and
business prospects. Please
provide risk factor disclosure regarding the complex procedures for
acquisitions of
Chinese companies by foreign investors mandated by the PRC s
Regulations on Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors, and how
they could make
it more difficult for you to pursue growth through acquisitions in
China.
General
4. We note that in the public filing of the registration statement you
removed the names of
three of your customers, each of whom are specifically named in the
draft registration
statements you filed publicly. We also note that you redact these
three counterparties in
the form contracts you filed as exhibits. The redaction of information
you have already
made public is not appropriate. Please refile the exhibits with the
names of the three
counterparties unredacted.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at
202-551-3309
if you have questions regarding comments on the financial statements and
related
matters. Please contact Charlie Guidry at 202-551-3621 or Jacqueline Kaufman at
202-551-
3797 with any other questions.
FirstName LastNameYong Hu Sincerely,
Comapany NameJianzhi Education Technology Group Co Ltd
Division of Corporation
Finance
July 21, 2021 Page 2 Office of Trade & Services
FirstName LastName