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SEC Comment Letter 0000000000-23-009654 to Jianpu Technology Inc. (AIJTY) (CIK 0001713923) (AIJTY)

Jianpu Technology Inc. (AIJTY) (CIK 0001713923)
Date: Aug. 31, 2023 · CIK: 0001713923 · Accession: 0000000000-23-009654

AI Filing Summary & Sentiment

File numbers found in text: 001-38278

Date
August 31, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Jianpu Technology Inc. (AIJTY) (CIK 0001713923)

Letter

United States securities and exchange commission logo August 31, 2023 Yilü Chen Chief Financial Officer Jianpu Technology Inc. 5F Times Cyber Building, 19 South Haidian Road Haidian District, Beijing People’s Republic of China Re:Jianpu Technology Inc. Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-38278 Dear Yilü Chen: 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 Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 158 1.We note your statement that you reviewed your register of members and public EDGAR filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional 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 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

FirstName LastNameYilü Chen Comapany NameJianpu Technology Inc. August 31, 2023 Page 2 FirstName LastName Yilü Chen Jianpu Technology Inc. August 31, 2023 Page 2 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 that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for “Jianpu Technology Inc. or any of the VIEs or the VIEs’ subsidiaries.” We also note that your disclosures on pages 6, 100 and F-10, along with the list of principal subsidiaries in Exhibit 8.1, appear to indicate that you have consolidated foreign operating entities 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) 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 Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Haiping Li, Esq.

Show Raw Text
United States securities and exchange commission logo
August 31, 2023
Yilü Chen
Chief Financial Officer
Jianpu Technology Inc.
5F Times Cyber Building, 19 South Haidian Road
Haidian District, Beijing
People’s Republic of China
Re:Jianpu Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38278
Dear Yilü Chen:
            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 Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 158
1.We note your statement that you reviewed your register of members and public EDGAR
filings made by your shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional 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
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

 FirstName LastNameYilü Chen
 Comapany NameJianpu Technology Inc.
 August 31, 2023 Page 2
 FirstName LastName
Yilü Chen
Jianpu Technology Inc.
August 31, 2023
Page 2
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 that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided
for “Jianpu Technology Inc. or any of the VIEs or the VIEs’ subsidiaries.” We also note
that your disclosures on pages 6, 100 and F-10, along with the list of principal subsidiaries
in Exhibit 8.1, appear to indicate that you have consolidated foreign operating entities 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) 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 Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Haiping Li, Esq.