SEC Company Response from 51Talk Online Education Group (COE) — Apr 6, 2020
51Talk Online Education Group
Date: April 6, 2020 · CIK: 0001659494 · Accession: 0001104659-20-043388
AI Filing Summary & Sentiment
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-3
Dear Sir or Madam:
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 the Company’s shelf registration statement on Form F-3 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission.
The Company completed the initial public offering of its Class A ordinary shares represented by American Depositary Shares in the U.S. in June 2016. The Company expects to commence certain fund raising activities once the Registration Statement goes effective, assuming the then market condition permits. Accordingly, the Company would appreciate receiving the Staff’s prompt feedback.
If you have any questions regarding the Registration Statement, please do not hesitate to contact the undersigned at +852 3740-4863 or julie.gao@skadden.com.
Very truly yours,
/s/ Z. Julie Gao
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CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS 世達國際律師事務所 AFFILIATE OFFICES CHRISTOPHER W. BETTS 42/F, EDINBURGH TOWER, THE LANDMARK GEOFFREY CHAN * 15 QUEEN’S ROAD CENTRAL, HONG KONG BOSTON ANDREW L. FOSTER * CHICAGO CHI T. STEVE KWOK * TEL: (852) 3740-4700 HOUSTON EDWARD H.P. LAM ¨* FAX: (852) 3740-4727 LOS ANGELES HAIPING LI * www.skadden.com NEW YORK RORY MCALPINE ¨ PALO ALTO JONATHAN B. STONE * WASHINGTON, D.C. PALOMA P. WANG WILMINGTON ¨ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) BEIJING BRUSSELS REGISTERED FOREIGN LAWYER FRANKFURT Z. JULIE GAO (CALIFORNIA) LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO April 6, 2020 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-3 Dear Sir or Madam: 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 the Company’s shelf registration statement on Form F-3 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission. The Company completed the initial public offering of its Class A ordinary shares represented by American Depositary Shares in the U.S. in June 2016. The Company expects to commence certain fund raising activities once the Registration Statement goes effective, assuming the then market condition permits. Accordingly, the Company would appreciate receiving the Staff’s prompt feedback. If you have any questions regarding the Registration Statement, please do not hesitate to contact the undersigned at +852 3740-4863 or julie.gao@skadden.com. Very truly yours, /s/ Z. Julie Gao Z. Julie Gao Enclosures cc: Jack Jiajia Huang, Chairman of the Board of Directors and Chief Executive Officer, China Online Education Group Min Xu, Chief Financial Officer, China Online Education Group Walter Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP 2