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United States securities and exchange commission logo
December 1, 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. 4 to
Registration Statement on Form F-1
Filed October 29,
2021
File No. 333-257865
Dear Mr. Hu:
We have reviewed your amended 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.
Amendment No. 4 to Registration Statement on Form F-1
Prospectus Cover Page, page i
1. Provide a description
on your prospectus cover page of how cash is transferred through
your organization and
disclosure regarding your intentions to distribute earnings or settle
amounts owed under the
VIE agreements. State whether any transfers, dividends, or
distributions have been
made to date.
Prospectus Summary, page 4
2. We note your disclosure
on 4 and throughout your filing that you control and receive
economic benefits of
Beijing Sentu's business operations through VIE agreements and that
those agreements are
designed to provide you with effective control over the VIE. We
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany1,
December NameJianzhi
2021 Education Technology Group Co Ltd
December
Page 2 1, 2021 Page 2
FirstName LastName
also note the disclosure that you are the primary beneficiary of the
VIE. However, you or
your investors do not have an equity ownership in, direct foreign
investment in, or control
through such ownership/investment of the VIE. As such, when describing
the design of
the VIE agreements and related outcome, please refrain from implying
that the VIE
agreement is equivalent to an equity ownership in the business of the
VIE. Any
references to control or benefits that accrue to you because of the
VIE should be limited to
and clearly describe the conditions you met for consolidation of the
VIE under U.S.
GAAP and your disclosure should clarify that, for accounting purposes,
you will be the
primary beneficiary. In addition, your disclosure should note, if
true, that the agreements
have not been tested in a court of law.
3. We note your disclosure that "We and our VIEs have been closely
monitoring regulatory
developments in China regarding any necessary approvals from the CSRC,
the CAC, or
other PRC regulatory authorities required for overseas listings,
including this offering,"
and "Although we believe the approval of the CSRC or other equivalent
PRC government
authorities will not be required in connection with this offering
under current PRC laws,
regulations and rules, we cannot assure you that the regulators in
China will not adopt new
laws, regulations and rules or detailed implementations and
interpretations or will not
subsequently require us to undergo the approval procedures and subject
us to sanctions."
Please amend your disclosure to disclose, if true, that you may
inadvertently conclude that
such approvals are not required, and any consequences to you and your
investors if you
were to do so.
Our Challenges, page 7
4. In this section, please provide a specific cross-reference for each
risk listed; cross-
referencing the risk factors generally is not sufficient. Please also
amend your disclosure
to clearly identify these challenges as "summary risk factors," if
applicable. See Item
105(b) of Regulation S-K.
Condensed Consolidated Financial Schedule, page 15
5. Your consolidating schedules include columns for "The Company and its
subsidiaries
other than the VIEs," and "the VIEs." It is not clear how these column
headings
correspond to the organizational diagram on page 4. Please revise to
include separate
columns for parent, subsidiaries, and VIEs and their subsidiaries to
distinguish between
entities outside and inside of China. Please also revise the
introductory paragraph to the
consolidating schedules to explain each of the revised column headings
and how they
correspond to the organizational diagram.
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2020 and 2021
Note 16 - Subsequent Events, page F-71
6. Please explain to us your consideration of ASC 835-30 in accounting
for the interest free
Yong Hu
Jianzhi Education Technology Group Co Ltd
December 1, 2021
Page 3
loan from the shareholder of the company amounting to RMB 46,973,674.
You may contact Tatanisha 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 Katherine Bagley at 202-551-2545 or Ryan Lichtenfels at 202-551-6001
with any other
questions.
Sincerely,
FirstName LastNameYong Hu
Division of Corporation
Finance
Comapany NameJianzhi Education Technology Group Co Ltd
Office of Trade & Services
December 1, 2021 Page 3
cc: Steve Lin
FirstName LastName