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United States securities and exchange commission logo
December 22, 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. 5 to
Registration Statement on Form F-1
Filed December 10,
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.
Amendment No. 5 to Registration Statement on Form F-1, filed December
10, 2021
Cover Page
1. We note your response
to comment 1, and your amended disclosure on the prospectus
cover page, including
the following:
"As of the date
of this prospectus, the Group has not distributed any earnings or
settled any amounts
owed under the VIE agreements."
"For the year
ended December 31, 2019, the WFOE transferred cash to the VIEs in
the amount of
RMB24.4 million US$3.8 million). For the year ended December 31,
2020, the VIEs
transferred cash to our WFOE in the amount of RMB38.1 million
Yong Hu
Jianzhi Education Technology Group Co Ltd
December 22, 2021
Page 2
(US$5.9 million). Furthermore, the VIEs had transferred the
copyright ownership of
educational video contents to our WFOE in the amount of RMB22.2
million
(US$3.4 million) in 2020. For the six months ended June 30, 2021,
the VIEs
transferred cash to our WFOE in the amount of RMB70.5 million
(US$10.9 million)."
"As of the date of this prospectus, the Company's subsidiaries
and the VIEs have not
made any dividends or distributions to the Company and the
Company has not made
any dividends or distributions to its shareholders either."
Please clarify your reference to "the Group," including whether it
refers to the holding
company, the holding company and its subsidiaries, or the holding
company, its
subsidiaries, and the VIE. Further, please reconcile or clarify your
statements that "the
Group has not distributed any earnings or settled any amounts owed
under the VIE
agreements" and "that the Company's subsidiaries and the VIEs have not
made any
dividends or Distributions to the Company," with your description of
the cash
distributions described above. Finally, throughout your discussion of
cash transfers
throughout your organization, provide cross-references to the
condensed consolidating
schedule and the consolidated financial statements, as appropriate.
2. Please disclose on your cover page whether your auditor is subject to
the determinations
announced by the PCAOB on December 16, 2021 and whether and how the
Holding
Foreign Companies Accountable Act and related regulations will affect
your company.
Your prospectus summary should address, but not necessarily be limited
to, the risks
highlighted on the prospectus cover page.
Prospectus Summary, page 1
3. We note your response to comment 2, and your amended disclosure on
page 4; however,
your amended disclosure is not completely responsive to our comment.
Throughout your
filing, including in your prospectus summary, you still refer to your
"effective control"
and "control over Beijing Sentu." Please amend your disclosure
throughout the filing to
ensure that you refrain from implying that the contractual agreements
are equivalent to
equity ownership in the business of the VIE. All references to control
or benefits that
accrue to you because of the VIE should be limited to a clear
description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP.
4. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate
FirstName LastNameYong Hu
completely your auditor, and that as a result an exchange may determine
to delist your
Comapany NameJianzhi
securities. DiscloseEducation Technology
whether your auditor Group Co to
is subject Ltd
the
determinations announced by
the PCAOB
December 22, 2021on December
Page 2 16, 2021.
FirstName LastName
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany22,
December NameJianzhi
2021 Education Technology Group Co Ltd
December
Page 3 22, 2021 Page 3
FirstName LastName
VIE Consolidation Schedule, page 19
5. We note your response to comment 5 and your amended disclosure on page
19; however,
your revisions were not completely responsive to our comment. Please
revise the
introductory paragraph to the consolidating schedules to explain each
of the revised
column headings and how they correspond to the organizational diagram.
Further, we
note that the activity of the VIE is reflected in the line items
titled "Investment in
subsidiaries, VIE and VIE's subsidiaries." Please provide a
roll-forward of the investment
in subsidiaries and VIEs line item.
Risk Factors
"Our ADSs may be delisted under . . .", page 51
6. We note your disclosure that "On June 22, 2021, the U.S. Senate passed
a bill which, if
passed by the U.S. House of Representatives and signed into law, would
reduce the
number of consecutive non-inspection years required for triggering the
prohibitions under
the HFCA Act from three years to two." Please revise your risk factor
to disclose that the
United States Senate has passed the Accelerating Holding Foreign
Companies
Accountable Act, and therefore, the time before your securities may be
prohibited from
trading or delisted has been decreased. Update your disclosure to
reflect that the
Commission adopted rules to implement the HFCAA and that, pursuant to
the HFCAA,
the PCAOB has issued its report notifying the Commission of its
determination that it is
unable to inspect or investigate completely accounting firms
headquartered in mainland
China or Hong Kong.
Index to Financial Statements, page F-1
7. Please amend your index to financial statements to properly reference
your interim
financial statements for the period ended June 30, 2021.
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany22,
December NameJianzhi
2021 Education Technology Group Co Ltd
December
Page 4 22, 2021 Page 4
FirstName LastName
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 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,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steve Lin