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United States securities and exchange commission logo
April 19, 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. 8 to
Registration Statement on Form F-1
Filed March 28,
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.
Amendment No. 8 to Registration Statement on Form F-1 Filed March 28,
2022
Cover Page
1. In the first paragraph
on your prospectus cover, please explain whether the VIE structure
is used to provide
investors with exposure to foreign investment in China-based
companies where Chinese
law prohibits direct foreign investment in the operating
companies. Refer to
comment number 1 of the Staff's "Sample Letter to China Based
Companies" published on
December 20, 2021.
2. We note your disclosure
referencing the Holding Foreign Companies Accountable Act.
Please amend your
disclosure to also discuss the Accelerating Holding Foreign
Companies Accountable
Act, and include appropriate cross-references to your discussion
Yong Hu
Jianzhi Education Technology Group Co Ltd
April 19, 2022
Page 2
of the same in your risk factor disclosure.
3. We note your references throughout the filing to "the Group." Please
clearly disclose the
entities encompassed in "the Group," and amend the disclosure
throughout the document
so that it is clear to investors which entity the disclosure is
referencing and which
subsidiaries or entities are conducting the business operations.
Refrain from referring to
your VIE as part of "the Group," and remove references to "our VIE"
throughout your
filing.
4. Please revise paragraph 5 on your prospectus cover to explicitly
disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements
and explicitly
state whether any transfers, dividends, or distributions have been
made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify
the amounts where applicable. In this regard, we note your disclosure
does not reference
dividends and distributions made by or to Beijing Sentu, your VIE
entity. Please make
comparable revisions to the disclosure on pages 12-14 and address any
tax
consequences of these transactions. Furthermore, please confirm that
the disclosure in
paragraph 5 on your prospectus cover and on pages 12-14 describes all
transfers,
dividends, or distributions made to date, and if not, revise to
include such disclosure. It
appears you have only provided disclosure for the periods presented in
your financial
statements. For guidance, refer to comments 4 and 9 of the Staff's
"Sample Letter to China
Based Companies" published on December 20, 2021.
5. As a related matter, please amend your disclosure here and in the
summary risk factors
and risk factors sections to state that, to the extent cash in the
business is in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds may not be available to fund
operations or
for other use outside of the PRC/Hong Kong due to interventions in or
the imposition of
restrictions and limitations on the ability of you, your subsidiaries,
or the consolidated
VIEs by the PRC government to transfer cash. On the cover page,
provide cross-
references to these other discussions.
6. Discuss whether there are limitations on your ability to transfer cash
between you, your
subsidiaries, the consolidated VIEs or investors. Provide a
cross-reference to your
discussion of this issue in your summary, summary risk factors, and
risk factors sections,
as well.
7. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
policies on your cover page and in the prospectus summary, and disclose
the source of
such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.);
FirstName LastNameYong Hu
alternatively, state on the cover page and in the prospectus summary
that you have no
Comapany
suchNameJianzhi Education
cash management Technology
policies Group
that dictate how Co Ltdare
transferred. Provide a cross-
funds
reference
April 19, on the
2022 Page 2 cover page to the discussion of this issue in the
prospectus summary.
FirstName LastName
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany
April NameJianzhi Education Technology Group Co Ltd
19, 2022
April 319, 2022 Page 3
Page
FirstName LastName
Prospectus Summary
The VIEs and China Operations, page 3
8. Please describe how the VIE structure may affect investors and the
value of their
investment and disclose that the company may incur substantial costs
to enforce the terms
of the arrangements. In addition, disclose the challenges the company
may face enforcing
the VIE contractual agreements due to legal uncertainties and
jurisdictional limits. Refer
to comment number 5 of the Staff's "Sample Letter to China Based
Companies" published
on December 20, 2021.
9. We note that you do not appear to have relied upon an opinion of
counsel with respect to
your conclusions that you do not need any additional permissions and
approvals to operate
your business and to offer securities to investors. If true, state as
much and explain why
such an opinion was not obtained.
10. Disclose in this section 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 completely your auditor, and that as a result an exchange
may determine to
delist your securities. Disclose whether your auditor is subject to
the determinations
announced by the PCAOB on December 16, 2021. Refer to comment number
11 of the
Staff's "Sample Letter to China Based Companies" published on December
20, 2021.
Summary Risk Factors, page 9
11. Please revise your disclosure on page 11 to address the risk that the
Chinese government
may exert more control over offerings conducted overseas and/or
foreign investment in
China-based issuers, which could result in a material change in your
operations and/or the
value of the securities you are registering for sale. In addition,
please clarify that any
actions by the Chinese government to exert more oversight and control
over offerings that
are conducted overseas and/or foreign investment in China-based
issuers is what
could significantly limit or completely hinder your ability to offer
or continue to offer
your ADSs. Please make conforming edits to your risk factors on pages
48 and 53. Refer
to comments 7 and 14 of the Staff's "Sample Letter to China Based
Companies" published
on December 20, 2021.
Restrictions on Foreign Exchange and the Ability to Transfer Cash Between
Entities, Across
Borders and to U.S. Investors, page 13
12. We note your disclosure "For a condensed consolidation schedule
depicting the results of
operations, financial position, and cash flows for Jianzhi Education
and the VIEs, see
'Summary Consolidated Financial Data.'" Please amend your disclosure
to provide cross-
references to both the condensed consolidating schedule and the
consolidated financial
statements.
Yong Hu
FirstName LastNameYong Hu Group Co Ltd
Jianzhi Education Technology
Comapany
April NameJianzhi Education Technology Group Co Ltd
19, 2022
April 419, 2022 Page 4
Page
FirstName LastName
VIE Consolidation Schedule, page 21
13. Please revise the consolidating schedules to present a separate column
that includes
Jianzhi Century Technology (Beijing) Co., Ltd. (WFOE), Beijing Sentu
Lejiao
Information Technology Co., Ltd. and Sentu Shuzhi Technology (Beijing)
Co., Ltd. In
addition, revise the summary of the consolidated statement of income
to present cost of
revenues and total operating expenses.
Risk Factors
"It is unclear whether we and the VIEs will be subject to the oversight of the
CAC . . .", page 49
14. We note that you do not appear to have relied upon an opinion of
counsel with respect to
your conclusion that you and the VIEs would not be subject to the
cybersecurity review by
the CAC. If true, state as much and explain why such an opinion was
not obtained.
"The Holding Foreign Companies Accountable Act, or the HFCA Act, and the
related
regulations are evolving quickly. . .", page 54
15. 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 further revise to
clarify that this
would reduce the time before your securities may be prohibited from
trading or
delisted. Refer to comment number 13 of the Staff's "Sample Letter to
China Based
Companies" published on December 20, 2021.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Year ended December 31, 2021 compared to year ended December 31, 2020
Gross Profit, page 94
16. You attribute the decrease in the gross profits margin for education
content services for
fiscal 2021 primarily due to the VIEs purchased new educational
content in 2021. Please
explain why this caused the gross profits margin to decrease.
Operating Activities, page 97
17. We note your disclosure that "[a]s of December 31, 2021, [certain]
suppliers did not
complete delivery of equipment as stated in the contracts." Please
disclose whether you
expect this trend to occur in future periods. Please also amend your
filing to include risk
factor disclosure describing the risks, if any, related to suppliers
not delivering equipment
in accordance with contracts.
Other Transactions with Related Parties, page 148
18. We note your disclosure that "On May 18, 2021 and July 26, 2021, the
Group and Rongde
Yong Hu
Jianzhi Education Technology Group Co Ltd
April 19, 2022
Page 5
entered into two loan agreements, pursuant to which the Group borrowed an
aggregation
of RMB47,168,356 from Rongde." Please file the agreements with Rongde as
exhibits to
your registration statement, or tell us why you believe you are not
required to do so.
Notes to Consolidated Financial Statements
Note 10 - Income Taxes, page F-31
19. Please disclose the amounts and expiration dates of operating loss
carryforwards pursuant
to ASC 740-10-50-3.a. Also, consider disclosing the basis for recording a
valuation
allowance that appears to be primarily against net operating losses
carried forward so
investors may understand why you do not expect the carry forwards to be
utilized.
You may contact Doug Jones at 202-551-3309 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Katherine Bagley at 202-551-2545 with
any other
questions.
Sincerely,
FirstName LastNameYong Hu
Division of Corporation
Finance
Comapany NameJianzhi Education Technology Group Co Ltd
Office of Trade & Services
April 19, 2022 Page 5
cc: Steve Lin, Esq.
FirstName LastName