View:
United States securities and exchange commission logo
June 30, 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
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted June 16,
2021
CIK No. 0001852440
Dear Mr. Hu:
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.
Amended Registration Statement on Form F-1
Our collaborative relationships with Tianyi Video, page 20
1. We note your response
to prior comment 4 and re-issue. Please revise to disclose, if true
and as disclosed in
your initial draft registration statement, that all educational content on
the Tianyi platform was
made available to the public at no cost during the pandemic. In
other words, please
revise to disclose, if true, that content created by your company and
all other educational
content providers was made available for free on the Tianyi platform.
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany
June NameJianzhi Education Technology Group Co Ltd
30, 2021
June 30,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Three months ended March 31, 2021 compared to three months ended March 31, 2020
Gross Profit, page 76
2. Please explain to us why the gross profit margin for IT services was
95.7% and 94.9% for
the three months ended March 31, 2020 and 2021, respectively, compared
to 61.1% and
61.9% for the years ended December 31, 2019 and 2020, respectively.
3. In connection with the above comment, you disclose the cost of
revenues for IT services
for the three months ended March 31, 2020 and 2021 primarily consisted
of amortization
of intangible assets. Please explain to us the basis for incurring
labor and other costs in
cost of revenues for IT services for the years ended December 31, 2019
and 2020 and the
three months ended March 31, 2020 and 2021. Tell us if the amount, in
terms of cost and
physical time, of labor used in providing IT services changed between
the year ended and
three months ended periods, and if so, the reason for the change.
Liquidity and Capital Resources, page 79
4. We note your accounts receivable balance at March 31, 2021 exceeds the
amount of
revenue reported for the quarter ended March 31, 2021. You disclose on
page 79 of the
RMB125.9 million accounts receivable balance at March 31, 2021,
RMB22.1 million was
collected after March 31, 2021. You also disclose you cannot precisely
predict when the
balance will be collected but you do not have any doubt about the
collectability of
accounts receivable. Please explain to us and disclose (i) why you
cannot predict when
the balance will be collected, (ii) why you do not have any doubt
about the collectability
of the balance, and (iii) the reason for the relatively low collection
amount of receivables
after March 31, 2021. Additionally, explain to us and disclose (a) why
you extended the
settlement period to the clients of Guangzhou Xinzhiqiao since July
2020 as disclosed on
page 79, (b) the extension period for these receivables, (c) how much
of the accounts
receivable balance at March 31, 2021 these receivables are, and (d)
why you believe these
receivables are fully collectable. Further, in regard to your
disclosure on page 79 that
some of your accounts receivable from IT related solution services are
not due for
payment as of March 31, 2021, please disclose the amount of these
receivables and when
they are due.
5. In connection with the above comment, please explain to us and
disclose as appropriate
the reason for the relatively high accounts receivable balance of
VIE's at March 31, 2021
in proportion to the amount of revenues earned by them in the quarter
ended March 31,
2021 as disclosed in the notes to the unaudited condensed consolidated
financial
statements for the three months ended March 31, 2021.
Major customers and supplying channels, page 88
6. Please revise this section to identify your major suppliers and
customers. Refer to Part I,
Item 4 of Form F-1 and Part I, Item 4.B.6. of Form 20-F. In addition,
please describe the
Yong Hu
Jianzhi Education Technology Group Co Ltd
June 30, 2021
Page 3
material terms of these agreements and file them as exhibits with your
next amendment or
tell us why you do not believe you are required to do so. Also, provide
risk factor
disclosure on your dependence on a limited number of customers or
suppliers in the Risk
Factors section. Refer to Item 3 of Form F-1 and Item 105 of Regulation
S-K.
Consolidated Statements of Cash Flows, page F-7
7. Refer to your response to prior comment 10. You state a part of the
revisions made to the
cash flows presented for the VIEs in the notes to the consolidated
financial statements was
due to the reclassification of cash paid for purchases of educational
contents from
operating activities to investing activities. Please tell us your basis
for reporting purchases
of educational contents and prepayments for educational contents of your
VIEs and non-
VIEs as investing activities rather than operating activities. It appears
the nature of these
cash flows are directly associated with your providing of services that
enter into the
determination of your consolidated net income that should be presented as
an operating
activity in accordance with ASC 230-10.
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 Daniel Morris at 202-551-3314 or Jacqueline Kaufman at
202-551-3797
with any other questions.
Sincerely,
FirstName LastNameYong Hu
Division of Corporation
Finance
Comapany NameJianzhi Education Technology Group Co Ltd
Office of Trade & Services
June 30, 2021 Page 3
cc: Steve Lin
FirstName LastName