Correspondence 0001193125-23-192696 from Autohome Inc. (ATHM) (CIK 0001527636) (ATHM)
Autohome Inc. (ATHM) (CIK 0001527636)
Date: July 25, 2023 · CIK: 0001527636 · Accession: 0001193125-23-192696
AI Filing Summary & Sentiment
File numbers found in text: 001-36222
Referenced dates: June 27, 2023
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CORRESP 1 filename1.htm CORRESP July 25, 2023 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Christine Dietz Megan Akst Kyle Wiley Christopher Dunham Re: Autohome Inc. Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 25, 2023 File No. 001-36222 Ladies and Gentlemen: We, Autohome Inc. (the “Company”), are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated June 27, 2023 (the “Comment Letter”), relating to the above-captioned Form 20-F (the “2022 Form 20-F”). All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F. For the Staff’s convenience, the comment in the Comment Letter is reproduced and repeated below in bold, with the Company’s response set forth in regular font immediately thereafter. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure to its future filings on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 3. Key Information, page 5 1. Please revise to clarify that all the legal and operational risks associated with having operations in the People’s Republic of China (“PRC”) also apply to operations in Hong Kong. In this regard, please ensure that your disclosure throughout the filing does not narrow risks related to operating in the PRC to mainland China only. Where appropriate, you may describe PRC law and then explain how law in Hong Kong differs from PRC law and describe any risks and consequences to the company associated with those laws. Also, please remove your disclosure on page 16 that the legal risks associated with being based in and having operations in mainland China do not apply to entities or businesses in Hong Kong. Autohome Inc. 18th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic of China t: +86 (10) 5985-7001 f: +86 (10) 5985-7400 ir@autohome.com.cn U.S. Securities and Exchange Commission Page 2 In response to the Staff’s comment, the Company proposes to revise the disclosure in the lead paragraph of “Summary of Risk Factors” at the beginning of “Item 3. Key Information—D. Risk Factors” in its future Form 20-F filings as follows (with changes marked in italics, deletions as strike-through and additions underlined): “An investment in our ADSs or ordinary shares involves significant risks. Below is a summary of material risks we face, organized under relevant headings. All the legal and operational risks associated with being based in and having operations in mainland China also apply to operations in Hong Kong. With respect to the legal risks associated with being based in and having operations in mainland China, the laws, regulations and the discretion of mainland China governmental authorities discussed in this annual report are expected to apply to mainland China entities and businesses, rather than entities or businesses in Hong Kong which operate under a different set of laws from mainland China. These risks are discussed more fully in ‘Item 3. Key Information—D. Risk Factors.’” In addition, according to the specific circumstances in which these terms apply, the Company undertakes to change references of “mainland China” to “China,” “PRC” or “mainland China and Hong Kong”, as applicable, to ensure that the disclosure throughout its future Form 20-F filings does not narrow risks related to operating in the PRC to mainland China only. Where appropriate, the Company will describe PRC law and then explain how law in Hong Kong differs from PRC law and describe any risks and consequences to the Company associated with those laws. Financial Information Related to the VIEs, page 11 2. We note the “Share of loss of VIEs” and “Investment in VIE” line item titles and your explanation in footnote (1) on page 14 implies the VIE arrangements are similar to an equity method investment. As you have no direct relationship with the VIE or its subsidiaries please revise these line items and footnote (1) to more appropriately describe the nature of the amounts. In response to the Staff’s comment, the Company respectfully advises the Staff that the Company will make the revisions set forth in Annex A attached hereto in its future Form 20-F filings to change “Share of income/loss of VIEs” and “Investment in VIE” into “Income/loss of the VIEs” and “Contractual interests in the VIEs” with the relevant factual disclosures to be updated as necessary. Item 4. Information on the Company C. Organizational Structure, page 99 3. Please revise to include the diagram of your corporate organizational structure in the forepart of the filing. In response to the Staff’s comment, the Company respectfully advises the Staff that the Company will include the disclosure set forth in Annex B attached hereto at the beginning of “Item 3. Key Information” in its future Form 20-F filings with the relevant factual disclosures to be updated as necessary. U.S. Securities and Exchange Commission Page 3 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 164 4. We note your statement that you reviewed your register of members in the Cayman Islands and publicly available documents in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). In response to the Staff’s comment, the Company respectfully advises the Staff that in connection with the submission under paragraph (a) and the disclosures under paragraphs (b)(2) and (3), the Company has also reviewed following publicly available documents in addition to the Company’s register of members in the Cayman Islands. The Company has not relied upon legal opinions or third-party certifications as the basis for its submission. • The beneficial ownership report on Schedule 13D/A filed by Yun Chen Capital Cayman (“Yun Chen”) with the Commission on April 21, 2023 with respect to the Company’s securities (the “Yun Chen 13D/A Filing”). • The latest annual report of Ping An Insurance (Group) Company of China, Ltd. (“Ping An Group”), Yun Chen’s parent company, for the fiscal year 2022 filed with the Hong Kong Stock Exchange on March 15, 2023 (the “Ping An Annual Report”). • The beneficial ownership report on Schedule 13G filed by certain entities affiliated with FIL Limited (“Entities affiliated with FIL”) with the Commission on February 9, 2023 with respect to the Company’s securities (the “FIL 13G Filing”). • The beneficial ownership report on Schedule 13G/A filed by certain entities affiliated with Kayne Anderson with the Commission on February 14, 2023 with respect to the Company’s securities. To the Company’s best knowledge after examining the abovementioned documents, no shareholder beneficially owned 5% or more of the Company’s total outstanding shares and voting power as of March 31, 2023 (the most recent practicable date disclosed in 2022 Form 20-F), except for Yun Chen and Entities affiliated with FIL, as described in detail below. • Yun Chen beneficially owned 224,800,512 ordinary shares of the Company, as reported in the Yun Chen 13D/A Filing, representing 45.6% of the Company’s total issued and outstanding ordinary shares as of March 31, 2023. Yun Chen is a subsidiary of Ping An Group, and thus Ping An Group beneficially owned 45.6% of the total voting rights in the Company as of March 31, 2023. Because Ping An Group beneficially owns a significant percentage of the voting rights in the Company, it has substantial influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval. As such, the Company is indirectly controlled by Ping An Group. Ping An Group is a public company listed on the Shanghai Stock Exchange (SHA: 601318) and Hong Kong Stock Exchange (HKEX: 2318). As disclosed in the Ping An Annual Report, there is neither controlling shareholder nor de facto controlling party of Ping An Group. The shareholding structure of Ping An Group is relatively fragmented. Among the top ten shareholders of Ping An Group as of December 31, 2022, (i) the largest shareholder was Hong Kong Securities Clearing Company Nominees Limited, a nominee holder of the shares held by non-registered shareholders, holding approximately 40% of the total share capital of Ping An Group; (ii) the other shareholders each held approximately 1%—5%; and governmental entities held less than 10%. Based on the foregoing and to the Company’s best knowledge, Ping An Group is not owned or controlled by a governmental entity in the foreign jurisdiction. U.S. Securities and Exchange Commission Page 4 • Entities affiliated with FIL beneficially owned 25,669,824 ordinary shares of the Company, as reported in the FIL 13G Filing, representing 5.2% of the Company’s total issued and outstanding ordinary shares as of March 31, 2023. As disclosed in the FIL 13G Filing, FIL Limited is a company organized under the laws of Bermuda. Pandanus Partners, L.P. owns shares of FIL Limited voting stock, normally representing more than 25% and less than 48.5% of the total votes of FIL Limited voting stock. Pandanus Associates, Inc. acts as general partner of Pandanus Partners, L.P. Pandanus Partners, L.P. is owned by trusts for the benefit of members of certain family. Based on the foregoing publicly available disclosure, Entities affiliated with FIL are not owned or controlled by a governmental entity in the foreign jurisdiction. 5. We note that your disclosure pursuant to paragraph (b)(2) is limited to “governmental entities in the Cayman Islands or in China.” Please note that Item 16I(b) requires that you provide disclosures for yourself and all of your consolidated foreign operating entities, including variable interest entities or similar structures. With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. Alternatively, please provide this information in your supplemental response. In response to the Staff’s comment, the Company respectfully advises the Staff that the consolidated operating entities of Autohome Inc. and the VIEs are organized or incorporated in jurisdictions including Cayman Islands, British Virgin Islands, Hong Kong and mainland China, and the Company confirms that no governmental entities in the aforementioned jurisdictions own shares of Autohome Inc., its consolidated foreign operating entities or the VIEs. 6. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. In response to the Staff’s comment, the Company respectfully advises the Staff that it conducted inquires and collected questionnaires from the members of the boards of directors of Autohome Inc., its consolidated foreign operating entities and the VIEs (the “Autohome Directors”) in relation to whether any Autohome Director is an official of the Chinese Communist Party. In addition, the Company conducted Internet research using keywords of the names of Autohome Directors and reviewed whether the search results reveal that any of the Autohome Directors is an official of the Chinese Communist Party. According to the due diligence results, none of the 18 Autohome Directors is, or was during their directorship, an official of the Chinese Communist Party. U.S. Securities and Exchange Commission Page 5 7. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. In response to the Staff’s comment, the Company confirms that none of the currently effective memorandum and articles of association (or equivalent organizational document) of Autohome Inc., its consolidated foreign operating entities or the VIEs contains any charter of the Chinese Communist Party. General 8. We note your statement that Autohome Inc. is a holding company and you conduct all of your business through your subsidiaries and the VIEs. Please provide us with a legal analysis of whether you currently meet the definition of “investment company” under Section 3(a)(1)(C) of the Investment Company Act (the “Company Act”). Please include in your analysis the relevant calculation(s) under Section 3(a)(1)(C) (including, where required by the statute, on an unconsolidated basis), identifying each constituent part of the numerator(s) and denominator(s). Your analysis should identify and explain which assets held by the company are “investment securities” for purposes of Section 3(a)(2) of the Company Act, and specifically address how you treat the securities issued by your subsidiaries and variable interest entities. Please provide legal support for any substantive determinations and/or characterizations of assets that are material to your calculations. The Company respectfully advises the Staff that Autohome Inc. (i.e., the Company) is not an investment company as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”) as (i) the Company, through its subsidiaries and consolidated affiliated entities, operates a leading online automotive service platform in China delivering comprehensive, independent and interactive content and tools to automobile consumers as well as a full suite of services to automakers and dealers across the auto value chain; (ii) the Company is not engaged in and does not propose to engage in the business of investing, reinvesting, owning, holding, or trading in securities; and (iii) the value of the investment securities owned by the Company accounted for approximately 22.1% of its total assets (exclusive of Government securities and cash items) as of March 31, 2023 as calculated on an unconsolidated basis in accordance with Section 3(a)(1)(C) of the Investment Company Act, less than the 40% threshold (the “40% Test”), as further elaborated below. Overview of rule basis i. Section 3(a)(1)(C) of the Investment Company Act defines an “investment company” as any issuer which “is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a va