SEC Company Response from 51Talk Online Education Group (COE) — May 27, 2016
51Talk Online Education Group
Date: May 27, 2016 · CIK: 0001659494 · Accession: 0001104659-16-124077
AI Filing Summary & Sentiment
File numbers found in text: 333-211315
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: China Online Education Group Registration Statement on Form F-1 (Registration No.: 333-211315)
Dear Mr. Spirgel, Ms. Murphy, Mr. Mastrianna, Ms. Leon and Ms. Kessel:
On behalf of our client, China Online Education Group, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith amendment No. 1 to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) and exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on May 12, 2016, and two copies of the filed exhibits.
The Company will commence the marketing activities in connection with the offering shortly after the date hereof. The Company expects Staff’s declaration of the effectiveness of its registration statement on or about June 9, 2016. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.
* * *
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Vincent Cheuk, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86-10-6533-2010 or via e-mail at vincent.cheuk@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Z. Julie Gao
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CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM AFFILIATE OFFICES 世達國際律師事務所 PARTNERS 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON JOHN ADEBIYI ¨ 15 QUEEN’S ROAD CENTRAL, HONG KONG CHICAGO CHRISTOPHER W. BETTS HOUSTON WILL H. CAI ^ TEL: (852) 3740-4700 LOS ANGELES EDWARD H.P. LAM ¨* FAX: (852) 3740-4727 NEW YORK HAIPING LI * www.skadden.com PALO ALTO RORY MCALPINE ¨ WASHINGTON, D.C. CLIVE W. ROUGH ¨ WILMINGTON JONATHAN B. STONE * ALEC P. TRACY * BEIJING ^ (ALSO ADMITTED IN CALIFORNIA) BRUSSELS ¨ (ALSO ADMITTED IN ENGLAND & WALES) FRANKFURT * (ALSO ADMITTED IN NEW YORK) LONDON MOSCOW REGISTERED FOREIGN LAWYERS MUNICH Z. JULIE GAO (CALIFORNIA) PARIS MICHAEL V. GISSER (NEW YORK) SÃO PAULO BRADLEY A. KLEIN (ILLINOIS) SEOUL CHI T. STEVE KWOK (NEW YORK) May 27, 2016 SHANGHAI GREGORY G.H. MIAO (NEW YORK) SINGAPORE ALAN G. SCHIFFMAN (NEW YORK) SYDNEY TOKYO TORONTO VIA EDGAR Larry Spirgel, Assistant Director Celeste M. Murphy, Legal Branch Chief William Mastrianna, Attorney-Adviser Ivette Leon, Assistant Chief Accountant Jamie Kessel, Staff Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: China Online Education Group Registration Statement on Form F-1 (Registration No.: 333-211315) Dear Mr. Spirgel, Ms. Murphy, Mr. Mastrianna, Ms. Leon and Ms. Kessel: On behalf of our client, China Online Education Group, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith amendment No. 1 to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) and exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on May 12, 2016, and two copies of the filed exhibits. The Company will commence the marketing activities in connection with the offering shortly after the date hereof. The Company expects Staff’s declaration of the effectiveness of its registration statement on or about June 9, 2016. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable. * * * If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Vincent Cheuk, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86-10-6533-2010 or via e-mail at vincent.cheuk@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company. Very truly yours, /s/ Z. Julie Gao Z. Julie Gao Enclosures cc: Jack Jiajia Huang, Chairman and Chief Executive Officer, China Online Education Group Jimmy Lai, Chief Financial Officer, China Online Education Group Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP Vincent Cheuk, Partner, PricewaterhouseCoopers Zhong Tian LLP Walter Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP David T. Zhang, Esq., Partner, Kirkland & Ellis International LLP Benjamin W. James, Esq., Partner, Kirkland & Ellis International LLP