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United States securities and exchange commission logo
February 8, 2022
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. 6 to
Registration Statement on Form F-1
Filed January 18,
2022
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.
Unless we note
otherwise, our references to prior comments are to comments in our
December 22, 2021 letter.
Amendment No. 6 to Registration Statement on Form F-1
Cover Page
1. We note your disclosure
that "Jianzhi Education Technology Group Company Limited . .
. is a Cayman Islands
holding company primarily operating in China through its
subsidiaries and
contractual arrangements with variable interest entities." In addition to
your current
disclosure, please amend your disclosure to clearly state that you are not a
Chinese operating
company. Please also disclose, if true, that these VIE contracts have
not been tested in
court. As a related matter, we note your disclosure that "[i]f the PRC
government finds these
contractual arrangements non-compliant with the restrictions on
direct foreign
investment in the relevant industries, or if the relevant PRC laws,
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany8,NameJianzhi
February 2022 Education Technology Group Co Ltd
February
Page 2 8, 2022 Page 2
FirstName LastName
regulations, and rules or the interpretation thereof change in the
future, we could be
subject to severe penalties or be forced to relinquish our interests
in the VIEs or forfeit our
rights under the contractual arrangements," and "Jianzhi Education and
investors in the
ADSs face uncertainty about potential future actions by the PRC
government, which could
affect the enforceability of our contractual arrangements with Beijing
Sentu and,
consequently, significantly affect the financial condition and results
of operations of
Jianzhi Education." Please amend your disclosure to acknowledge that
Chinese regulatory
authorities could disallow this VIE structure, which would likely
result in a material
change in your operations and/or a material change in the value of the
securities you are
registering for sale. For guidance, see the Sample Comments to
China-Based Companies
(Modified December 20, 2021), available on our public website.
2. Please amend your prospectus cover page to address how recent
statements and regulatory
actions by China's government, such as those related to the use of
variable interest entities
and data security or anti-monopoly concerns, have or may impact the
company s ability to
conduct its business, accept foreign investments, or list on a U.S. or
other foreign
exchange. For guidance, see Sample Letter to China-Based Companies
(Modified
December 20, 2021), available on our public website.
3. Please amend your prospectus cover page disclose that the VIE is
consolidated for
accounting purposes but is not an entity in which you own equity, and
that the holding
company does not conduct operations. Disclose clearly the entity
(including the domicile)
in which investors are purchasing an interest.
Prospectus Summary, page 1
4. We note your response to comment 3 and your amended disclosure
throughout the filing;
however, your disclosure is not completely responsive to our comment.
Please remove
your references to "effective control" from the notes to your
financial statements on pages
F-14 and F-51.
The VIEs and China Operations, page 3
5. We note your disclosure that your contractual agreements include: "(i)
an exclusive
business cooperation agreement, which enables us to receive
substantially all of the
economic benefits of Beijing Sentu, (ii) powers of attorney and an
equity pledge
agreement, which provide us with effective control over Beijing Sentu,
and (iii) an
exclusive option agreement, which provides us with the option to
purchase all of the
equity interests in Beijing Sentu." Please amend your disclosure here
to describe the
material terms of these agreements, and identify clearly the entity in
which investors are
purchasing their interest and the entity(ies) in which the company's
operations are
conducted.
6. We note your disclosure that "[i]t is unclear whether we and the VIEs
will be subject to
the oversight of the CAC and how such oversight may impact us," and
"we believe the
approval of the CSRC or other equivalent PRC government authorities is
not required in
Yong Hu
Jianzhi Education Technology Group Co Ltd
February 8, 2022
Page 3
connection with this offering under current PRC laws, regulations and
rules." Please
amend your disclosure in this section to discuss the relevant CAC and
CSRC regulations
that may apply to you and this offering. In your discussion, please
address the
applicability of new CAC regulations that will go into effect on
February 15, that will
require internet platform operators holding data of more than 1
million users to undergo a
network security review, and the two new draft regulations proposed by
the CSRC.
Please also disclose the basis for your statement that you do not
believe the approval of
the CSRC is required for your offering. Finally, describe the
consequences to you and
your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain
required permissions or approvals, (ii) inadvertently conclude that
such permissions or
approvals are not required, or (iii) applicable laws, regulations, or
interpretations change
and you are required to obtain such permissions or approvals in the
future. In this regard,
we note your references to risk factors describing these consequences,
but you should
provide a description of the relevant consequences in your prospectus
summary.
Summary Risk Factors, page 7
7. Please amend your summary risk factors to briefly address the risks
and uncertainties
related to the fact that rules and regulations in China can change
quickly with little
advance notice.
Risk Factors
"The Holding Foreign Companies Accountable Act . . .", page 51
8. We note your response to comment 6 and your amended disclosure on
pages 51-52,
including your reference to "the local accounting firm that our
auditor cooperate with in
mainland China." Please amend your disclosure to clarify the effect,
if any, of the
HFCAA on your auditor's ability to cooperate with the local accounting
firm, and whether
this cooperation with a local partner has any potential effect on the
ability of your auditor
to be inspected by the PCAOB.
Compensation of Directors Hu
FirstName LastNameYong and Executive Officers, page 144
Comapany
9. NameJianzhi
Please update yourEducation Technology
compensation Group
disclosure Co Ltdcompensation for
your most
to reflect
recently
February 8, 2022completed
Page 3 fiscal year. See Item 6.B. of Form 20-F.
FirstName LastName
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany8,NameJianzhi
February 2022 Education Technology Group Co Ltd
February
Page 4 8, 2022 Page 4
FirstName LastName
You may contact Doug Jones at 202-551-3309 or Tatanisha Meadows at
202-551-3322 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ryan Lichtenfels at 202-551-6001 or Katherine Bagley at 202-551-2545
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steve Lin