SEC Comment Letter 0000000000-23-008029 to Qudian Inc. (QD) (CIK 0001692705) (HTT)
Qudian Inc. (QD) (CIK 0001692705)
Date: July 27, 2023 · CIK: 0001692705 · Accession: 0000000000-23-008029
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38230
Letter
United States securities and exchange commission logo July 27, 2023 Min Luo Chief Executive Officer Qudian Inc. Tower A, AVIC Zijin Plaza Siming District, Xiamen Fujian Province 361000, People’s Republic of China Re:Qudian Inc. Form 20-F for the Year Ended December 31, 2022 Filed April 28, 2023 File No. 001-38230 Dear Min Luo: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 137 1.We note your statements that none of your directors or officers are representatives of any government entity in the PRC and none of the shareholders that beneficially own 10% or more of your total outstanding ordinary shares are controlled by any government entity in the PRC in connection with your required submission under paragraph (a). Please supplementally describe any 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). 2.In order to clarify the scope of your review, please supplementally describe the steps you
FirstName LastNameMin Luo Comapany NameQudian Inc. July 27, 2023 Page 2 FirstName LastName Min Luo Qudian Inc. July 27, 2023 Page 2 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. 3.We note your statement that your consolidated foreign operating entities are incorporated or otherwise organized in the PRC, which you define on page 1 of your Form 20-F as excluding Taiwan, Hong Kong and Macao. We also note that your list of significant subsidiaries and consolidated variable interest entities in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and countries outside China. Please note that Item 16I(b) requires that you provide disclosures for yourself and 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 provide 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 in your supplemental response. •With respect to (b)(3), (b)(4) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Austin Pattan at (202) 551-6756 or Jennifer Thompson at (202) 551- 3737 with any other questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Yi Gao
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United States securities and exchange commission logo
July 27, 2023
Min Luo
Chief Executive Officer
Qudian Inc.
Tower A, AVIC Zijin Plaza
Siming District, Xiamen
Fujian Province 361000,
People’s Republic of China
Re:Qudian Inc.
Form 20-F for the Year Ended December 31, 2022
Filed April 28, 2023
File No. 001-38230
Dear Min Luo:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 137
1.We note your statements that none of your directors or officers are representatives of any
government entity in the PRC and none of the shareholders that beneficially own 10% or
more of your total outstanding ordinary shares are controlled by any government entity in
the PRC in connection with your required submission under paragraph (a). Please
supplementally describe any 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).
2.In order to clarify the scope of your review, please supplementally describe the steps you
FirstName LastNameMin Luo
Comapany NameQudian Inc.
July 27, 2023 Page 2
FirstName LastName
Min Luo
Qudian Inc.
July 27, 2023
Page 2
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.
3.We note your statement that your consolidated foreign operating entities are incorporated
or otherwise organized in the PRC, which you define on page 1 of your Form 20-F as
excluding Taiwan, Hong Kong and Macao. We also note that your list of significant
subsidiaries and consolidated variable interest entities in Exhibit 8.1 appears to indicate
that you have subsidiaries in Hong Kong and countries outside China. Please note that
Item 16I(b) requires that you provide disclosures for yourself and 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 provide 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 in your supplemental response.
•With respect to (b)(3), (b)(4) and (b)(5), please provide the required information for
you and all of your consolidated foreign operating entities in your supplemental
response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Austin Pattan at (202) 551-6756 or Jennifer Thompson at (202) 551-
3737 with any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Yi Gao