SecProbe.io

Mail Stop 3720

August 23, 2017

Chelsea Wang
Chief Financial Officer
Room 101, Jia He Guo Xin Mansion
No.15 Baiqiao Street, Guangqumennei, Dongcheng District
Beijing 100062
People’s Republic of China

Re: RISE Education Cayman Ltd.
Draft Registration Statement on Form F-1
Submitted July 28, 2017
  CIK No. 0001712178

Dear Ms. Wang :

We have reviewed your draft registration statement  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 this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under th e Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the  communications.

2. We note references to third -party market d ata throughout the prospectus, including
references to the report you commissioned from Frost & Sullivan. Please provide us
with copies of any materials that support third -party statements, clearly cross -
referencing a statement with the underlying factual  support.

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 2

Prospectus Summary, page 1

3. Since investors will be investing in a Cayman Islands holding company that does not
directly own substantially all of its business operations in the PRC, please make this clear
in the first paragraph of and throughout the prospectus summary (including in your
Corporate History and Structure section). It must be clear that the business you are
describing is not the registrant’s business, but is the business of its variable interest
entities. This is because foreign inves ted entities, which would include the company and
its PRC subsidiary, are either prohibited or restricted from owning or operating the
educational training facilities in China that are discussed in the prospectus.

Corporate History and Structure, page 4

4. Please provide an organization chart that shows the structure of the company upon
completion of the offering, including the percentage ownership in the registrant by public
shareholders.

5. Please disclose why you do not directly own and operate your training centers, but use
contractual arrangements with a VIE and affiliated entities instead.  Dis close that, if your
PRC affiliated entities and Mr. Peng Zhang and Mr. Yiding Sun fail to perform their
obligations under the contractual arrangements, you could be limited in your ability to
enforce the contractual arrangements that give you effective con trol. Further, if you are
unable to maintain effective control, you would not be able to continue to consolidate the
affiliated entities’ financial results with your financial results. Disclose the percentage of
revenues in your consolidated financial stat ements that are derived from your affiliated
entities.  Disclose that you rely on dividends and other distributions paid to you by your
Hong Kong and PRC subsidiaries, which in turn depend on the service fees paid to your
Hong Kong and PRC subsidiaries by your affiliated entities in the PRC.   Disclose the
amount of dividends and fees that you expect to collect.  Disclose that this does not mean
that you are able to have unfettered access to your PRC subsidiary’s and affiliated
entities’ revenues due to the significant PRC legal restrictions on the payment of
dividends by PRC companies, foreign exchange control restrictions, and the restrictions
on foreign investment, among others.  Revise as necessary your disclosure at page 54 to
also reflect this informati on.

Risk Factors, page 12

A number of learning centers operate without the required licenses, permits, filings or
registrations, page 13

6. To provide context to this risk, please disclose the number and materiality of the training
centers that do not  possess the required private school operating permits, private non -
enterprise entity certificates, approvals from or filings to local education bureaus, and fire
safety approvals.  Highlight how your business could be impacted by your non -
compliance with these requirements.  In addition, discuss whether you intend to open
future training centers that do possess or comply with these requirements.

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 3

We may not be able to continue to recruit, train and retain a sufficient number of qualified
teachers, page 15

7. To the extent material, consider  expanding this risk factor and other regulatory
disclosures to specifically discuss the 2014 Measures for Punishment for Violation of
Professional Ethics of Primary and Secondary School Teachers, which restricts public
school teachers in the PRC from working in private schools.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies
and governmental control of currency conversion may delay or prevent us from using the
proceeds of this offering to make loans or additional capital contributions to our PRC
subsidiaries and consolidated affiliates, which could materially and adversely affect our liquidity
and our ability to fund and expand our business, page 25

8. To provide context, please expand your disclosures here and in your Regulations section
to quantify the specific statutory limits on your ability to loan or make capital
contributions to your PRC subsidiaries.  If you will seek regulatory approval to increase
the amount you may contribute to your subsidiar ies, disclose the timing and likelihood of
receiving such approval.

Use of Proceeds, page 44

9. Please clarify the extent to which you intend to use the offering proceeds to fund your
PRC operations.  Discuss  the current regulatory restrictions on funding y our PRC
operations from proceeds from this offering and quantify how much of your total offering
amount would likely be available for investment in your PRC operations.  Provide similar
disclosure under “Liquidity and Capital Resources” on page 70 where yo u discuss your
intention to use the net proceeds from the offering to finance your future working capital
requirements and capital expenditures.

Enforceability of Civil Liabilities, page 50

10. We note your disclosure that substantially all of your operation s and assets are located
outside of the United States and most of your directors and executive officers are
nationals or residents of jurisdictions other than the United States.  To provide further
context to your discussion of the enforceability of civil liabilities in the Cayman Islands
and the PRC, please disclose where your operations and assets are located and the
nationalities and countries of residence of your directors and executive officers.

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 4

 Management’s Discussion and Analysis of Financial Condi tion and Results of Operations, page
60

Results of operations, page 65

11. Please expand your discussion to include your analysis of the drivers of the 34.3%
increase in revenue, primarily from educational programs, period over period.   For
example, you note that student enrollment at your self -owned learning centers increased
96.0% from 18,451 in 2014 to 36,173 in 2016.   While you point out general demographic
factors such as rising birth rates and population growth in urban centers, please expand
your a nalysis to include more insight on company -specific factors.   In your response,
please also discuss your evaluation of whether this growth is a known trend that
continues in 2017 and to what extent this might cause the reported financial information
to not  necessarily be indicative of future operating results or financial condition.  Please
refer to the guidance in Item 5.D. of Form 20 -F.

Liquidity and Capital Resources, page 70

Long -term loan, page 72

12. Please disclose your current leverage ratio under the  loan facility and the resulting
percentage of total cash proceeds from the offering you would have to use to prepay the
loan.  Disclose whether you intend to repay some or all of the loan with the offering
proceeds even if you do not trigger the mandatory  prepayment provisions.

13. We note that your WFOE and VIE have guaranteed the loan, but you have only registered
the guarantee by the WFOE with SAFE.  Please disclose whether you intend to register
the guarantee by the VIE.

Holding Company Structure, page 7 4

14. We note that you are a Cayman Islands holding company and that you have two Cayman
Island subsidiaries, a Hong Kong subsidiary, a PRC subsidiary and a VIE and affiliated
entities located in the PRC.  Please provide further detail as to where your operat ions and
assets are located by disclosing the respective asset contributions among these entities.

15. We note your disclosure regarding the respective revenue contributions of the company
and its subsidiaries and your VIE and affiliated entities.  Since your  Hong Kong
subsidiary also has service agreements with your WFOE and VIE based in the PRC,
please distinguish the respective revenue contributions between your Cayman Islands
holding company, your Hong Kong subsidiary, and your WFOE based in the PRC.
Disclose that you rely on dividends and other distributions paid to you by your PRC and
Hong Kong subsidiaries, which in turn depend on the service fees paid to your PRC and
Hong Kong subsidiaries by your VIE and affiliated schools in China.  Disclose the
amou nt of fees paid to your PRC and Hong Kong subsidiaries from your VIE and
affiliated schools and the amount of dividends you have received from these subsidiaries

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 5

 in the last two fiscal years.  Disclose whether you expect these levels to continue in the
future.

Our Industry, page 83

Favorable government policies, page 83

16. We note that you state that in September 2017 a new regulation will come into effect that
will lessen restrictions in private education.  Expand your disclosure here and in your
Regulations section to discuss how these changes will affect your operations.

Regulations, page 109

17. Please revise this section to specifically state how the regulations discussed apply to
your company and  the extent to which you are in compliance with ea ch regulation.  As
just four examples :

 Clarify what aspects of your business are categorized as an encouraged industry for
foreign investment, an industry requiring cooperation and those portions that are a
restricted or prohibited industry;

 Disclose wh ether or not your affiliated schools currently require reasonable returns;

 Disclose how you expect the Amended Law on the Promotion of Private Education
will affect your operations, stating whether your schools intend to elect to be for -
profit; and

 Clari fy if PRC regulations related to foreign investment in the education industry
apply to your franchising activities and, if so, explain how.  Disclose any differences
in application as compared to your self -owned schools and state what entity
franchises your edu cation services.

If you discuss these matters elsewhere in your disclosure, please provide a descriptive
cross -reference to that disclosure.

Significant Accounting Policies , page F -24

Revenue recognition , page F -24

(b) Franchise revenues, page F -24

18. We note your disclosure that you recognize the revenue from initial franchise fees “when
substantially all services or conditions relating to the initial franchise fee have been
performed and the Group has fulfilled all its commitments and obligations (gen erally,
when a franchisee commences its operations under the RISE brand).”

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 6

 Please tell us your consideration of disclosing the nature of all significant commitments
and obligations resulting from franchise agreements that you have agreed to provide to
franchisees and that have not yet been substantially performed in accordance with ASC
952-10-50-2.

19. Please revise your disclosure of initial franchise fees to describe in further detail, the
significant terms and conditions of these agreements including, b ut not limited to, any
guarantees or other forms of financial assistance, refund provisions or options to
repurchase franchises.

Exhibits

20. Please tell us what consideration you have given to filing the license agreement with
Houghton Mifflin Harcourt Publ ishing Company as a material contract.

You may contact Charles Eastman, Staff Accountant , at (202) 551 -3794  or Terry French,
Accountant Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matter s.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237  or Kathleen Krebs, Special Counsel,  at (202) 551 -3350  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: David T. Zhang, Esq.
Benjamin W. James, Esq.
 Kirkland & Ellis International LLP