SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 September 13, 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

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 August 29, 2023 (the “Comment Letter”), relating to the above-captioned Form 20-F (the “2022
Form 20-F”) and the Company’s previous responses submitted on July 25, 2023 (the “First Response Letter”). All capitalized terms used but not defined in this letter shall have the
meaning ascribed to such terms in the 2022 Form 20-F and the First Response Letter.

 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

General

1.
 Your response to prior comment 8 states that the Company is not an investment company as defined in the
Investment Company Act of 1940, as amended (the “Company Act”). Please address the following in order to support your Company Act position:

 The Company has set forth its response to each of Staff’s sub-comment below and
enclosed an updated investment company status analysis that reflects these comments in Annex A hereto.

 1

 U.S. Securities and Exchange Commission

 Page
 2

a)
 Please provide a legal analysis supporting your position that the Company’s variable interest entities
(“VIEs”) qualify as majority-owned subsidiaries for purposes of sections 3(a)(2) and 3(a)(1)(C) of the Company Act, as such term is defined in section 2(a)(24) of the Company Act.

 In response to the Staff’s comment, the Company respectfully advises the Staff
that the variable interest entities (“VIEs”) qualify as majority-owned subsidiaries of the Company for purposes of Sections 3(a)(2) and 3(a)(1)(C) of the Company Act, as such term is defined in Section 2(a)(24) of the Company Act, as
further elaborated below:

 Overview of Rule Basis

i.
 A “majority-owned subsidiary” of a person is defined in Section 2(a)(24) of the Company Act to
mean “a company 50 per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning of this paragraph, is a majority-owned subsidiary of such person.” A “voting
security” is defined in Section 2(a)(42) of the Company Act to mean “any security presently entitling the owner or holder thereof to vote for the election of directors of a company.” The definition goes on to state that “[a]
specified percentage of the outstanding voting securities of a company means such amount of its outstanding voting securities as entitles the holder or holders thereof to cast said specified percentage of the aggregate votes which the holders of all
the outstanding voting securities of such company are entitled to cast.”

ii.
 Under Section 2(a)(42), a security is a voting security only if its owner is presently entitled to vote
for the company directors. The Staff has taken the position that Section 2(a)(42) includes “not only the formal legal right to vote for the election of directors but also the de facto power, based on all the surrounding circumstances, to
determine or influence the determination of, the identity of the issuer’s directors.”1 Thus, a security may be a voting security within the meaning of Section 2(a)(42) if the owner
of that security has the power to determine the identity of the company’s directors.2

iii.
 Under the definition of majority-owned subsidiary in Section 2(a)(24), a subsidiary will be a
majority-owned subsidiary of a parent company only if at least 50 percent of the voting securities of the subsidiary are owned by the parent company. A leading commentator on investment company status determination has confirmed that the Staff has
taken the position that a parent company will be deemed to own more than 50% of the voting securities of a subsidiary when the parent company controls 50 percent or more of the subsidiary’s voting power, even if the parent company owns less
than 50 percent of the subsidiary’s capital.3 The same commentator indicated that while the Commission and the Staff have not addressed the issue, it would be advisable for the parent to have
at least some reasonable economic stake in its majority-owned subsidiary.

1
 See William L. Eddleman, Jr., SEC no-Action Letter (Oct. 26, 1979).

2
 See Capital South Corp., SEC No-Action Letter (Jan. 23, 1987).

3
 See Rosenblum, Investment Company Determination under the 1940 Act, Exemptions and Exceptions at 120.

 2

 U.S. Securities and Exchange Commission

 Page
 3

iv.
 Thus, a company should be a majority-owned subsidiary of its parent if (a) the parent has the right to
control or direct the vote of the company’s securities in the election of directors and (b) has a reasonable economic stake in that company.

 Analysis of VIEs qualifying as majority-owned subsidiaries of the Company

v.
 Overview. As described under “Item 7. Major Shareholders and Related Party Transactions—B.
Related Party Transactions—Contractual Arrangements with the Variable Interest Entities” in the 2022 Form 20-F, the Company operates its businesses in the mainland China through certain contractual arrangements with the VIEs and their
respective shareholders, including power of attorney, equity interest pledge agreements, exclusive technology consulting and service agreements, equity option agreements and loan agreements. Terms contained in each set of contractual arrangements
with the VIEs and their respective shareholders are substantially similar. As a result of the contractual arrangements, the Company, through its indirect wholly owned subsidiaries (each a “WFOE”), (i) has power to direct significant
activities of the applicable VIE, (ii) receives substantially all of the economic benefits of such VIE, and (iii) has an exclusive option to purchase all or part of the equity interests in such VIE when and to the extent permitted by the
PRC laws, and therefore becomes the primary beneficiary of the VIEs and their subsidiaries for accounting purposes and treat each of them as a mainland China consolidated entity under U.S. GAAP.

vi.
 The Company has the power to direct the vote in the election of directors in the VIEs. As described
under “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual Arrangements with the Variable Interest Entities” in the 2022 Form 20-F, the irrevocable power of attorney executed by
shareholders of VIEs provides the Company with the power, through WFOEs, to direct the vote in the election of directors in the VIEs. All the shareholders of each VIE executed an irrevocable power of attorney appointing the applicable WFOE, or any
person designated by such WFOE, as their attorney-in-fact, to vote on their behalf at the shareholders’ meetings of such VIE and to exercise full voting rights as the shareholders of such VIE with powers granted under PRC laws and regulations
and the articles of association of such VIE, including the rights to appoint directors and management personnel.

vii.
 The Company has reasonable economic stake in the VIEs. As described under “Item 7. Major
Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual Arrangements with the Variable Interest Entities” in the 2022 Form 20-F, each WFOE entered into a series of exclusive technology consulting and
service agreements with the applicable VIE. Such contractual arrangements allow the WFOE to receive substantially all of the economic benefits of such VIE.

viii.
 As such, the VIEs are treated as majority-owned subsidiaries of the Company for purposes of Sections 3(a)(2)
and 3(a)(1)(C) of the Company Act, and their subsidiaries are also in turn treated as indirect majority-owned subsidiaries of the Company.

 3

 U.S. Securities and Exchange Commission

 Page
 4

b)
 You state that the Company’s only investment securities are “long-term investment in certain
majority-owned subsidiaries and interests in VIEs that fall under the definition of investment companies under the ICA.” Please clarify how you treat the Company’s short-term investments for purposes of your Company Act analysis, including
“adjustable-rate financial products with original maturities of less than 1 year”.

 In response to the Staff’s comment, the Company respectfully advises the Staff
that the Company’s total assets as of March 31, 2023 consisted of investment in subsidiaries, interests in VIEs and their subsidiaries, cash and cash equivalents, time deposits and prepaid expenses and other current assets which do not
bear interests and were received in the ordinary course of business, on an unconsolidated basis. Therefore, as of March 31, 2023, the Company did not hold or record any “adjustable-rate financial products” or other short-term
investments on its unconsolidated balance sheet.

 As provided in paragraphs (i) and (ii) headed
“Calculation for 40% Test” on page 6 of the First Response Letter, the Company analyzed each of the entities in the group structure to identify which of the Company’s unconsolidated assets may constitute “investment
securities.” When performing such subsidiary-level analysis on an unconsolidated basis, for each majority-owned subsidiary, VIE or subsidiary of VIE that held “adjustable-rate financial products” as of March 31, 2023 on an
unconsolidated basis, the Company treats such “adjustable-rate financial products” as “investment securities” for purposes of the 40% Test analysis. For each majority-owned subsidiary, VIE or subsidiary of VIE that fails the 40%
Test due to their holding of excessive investment securities including the “adjustable-rate financial products,” the Company treats the securities issued by such majority-owned subsidiary, VIE or subsidiary of VIE as bad assets (i.e.,
investment securities) for purposes of the 40% Test of the immediate parent entity thereof.

c)
 Please provide additional legal analysis supporting your proposed treatment of “time deposits” as
“cash” for purposes of your Company Act analysis and explain the difference between “time deposits” and “term deposits,” as referenced in your 2022 Form 20-F.

 In response to the Staff’s comment, the Company respectfully advises the Staff
that as referenced in the Company’s 2022 Form 20-F, the “time deposits” under “cash equivalents” mean bank deposits with a maturity term of no more than three months while the “term deposits” under “short-term
investments” mean bank deposits with a maturity term of more than three months. To avoid confusion, the Company proposes to use consistent term of “time deposits” for bank deposits with a fixed maturity term under both “cash
equivalents” and “short-term investments” for its future Form 20-F filings.

 The Company further advises
the Staff that for the purpose of 40% Test, it treats both “time deposits” and “term deposits” as “cash items” following the guidance provided in the Release and Staff Letter referred to below in a detailed analysis.
For easy reference, the Company refers all bank deposits with a fixed maturity term as “time deposits” for the 40% Test analysis in this response letter.

 4

 U.S. Securities and Exchange Commission

 Page
 5

Rule basis of “cash items”

Section 3(a)(1)(C) of the Company Act excludes “cash items” from investment securities, but that term is not
defined in the 1940 Act. In its Investment Company Act Release No. 10937 (November 13, 1979), the Commission provided the following list of what would be considered to be cash items for purpose of the rule under the Company Act: “cash,
coins, paper currency, demand deposits with banks, timely checks of others (which are orders to banks to immediately supply funds), cashier checks, certified checks, bank drafts, money orders, traveler’s checks and letters of credit.”
“This list illustrates what [the Commission] believe[s] to be the essential qualities of a cash item for purposes of section 3(a)(1)(C) and rule 3a-1 – a high degree of liquidity and relative safety of principal.”4 With respect to the liquidity requirement, Section 22(e) of the Company Act helps to ensure the liquidity of money market fund shares by generally requiring a money market fund to pay redemption
proceeds to a redeeming shareholder within seven days.5 This requirement in section 22(e) of the Company Act also has served as the basis for Commission’s standard for determining liquidity6—that is, a security is considered liquid if it can be disposed of within seven days in the ordinary course of business at approximately the price at which the fund has valued it for purposes of
section 3(a)(1)(C) and rule 3a-1.

 Furthermore, in In Fifth Avenue Coach Lines7, the court noted that under the relevant provisions of Regulation S-X then in effect with respect to registered investment companies, time deposits were considered to be cash items.

Treatment of “time deposits” as “cash items”

The interest rate earned on the Company’s time deposits is better than that is available with regular bank deposit
accounts, the safety of the principal is guaranteed and they are as operationally convenient as an interest bearing checking account, as elaborated below.

i.
 Notwithstanding that the Company’s time deposits are of a fixed maturity term, such time deposits feature
a high degree of liquidity. Upon the Company’s demand to the bank to withdraw the money, the relevant redemption proceeds of the Company’s time deposits will be available to the Company on the same business day or next business day upon
such demand.

ii.
 The Company will receive the entire principal amount of the time deposits plus the corresponding interests
either upon the early redemption of such time deposits or the expiration of the relevant maturity terms. Even with respect to any early redemption proceeds, the Company will still be able to receive an interest rate that is equivalent to the
interest rate for demand deposits with the same bank.

4
 See Willkie Farr & Gallagher SEC No Action Letter (Oct. 23, 2000).

5
 See Willkie Farr & Gallagher SEC No Action Letter (Oct. 23, 2000). For reference, Section 22(e)
of the Company Act provides that no registered investment company shall suspend the right of redemption, or postpone the date of payment or satisfaction upon redemption of any redeemable security in accordance with its terms for more than seven days
after the tender of such security to the company or its agent designated for that purpose for redemption, with certain exceptions.

6
 See Willkie Farr & Gallagher SEC No Action Letter (Oct. 23, 2000); Investment Company Institute (pub.
avail. May 26, 1995).

7
 See SEC v. Fifth Avenue Coach Lines, Inc., 289 F. Supp. 3, 31 (S.D.N.Y. 1968).

 5

 U.S. Securities and Exchange Commission

 Page
 6

 In
light of the above, the Company’s time deposits feature a high degree of liquidity and safety of principal. The Company did not hold the time deposits with an investment intent but merely as a prudent means of protecting its capital and
maintain liquidity while benefiting from a better interest rate than is available with regular bank deposit accounts. As such, the Company believes it is consistent with the Commission’s guidance to treat such time depos