Correspondence 0001104659-23-081026 from Pintec Technology Holdings Ltd (PT) (CIK 0001716338) (JF)
Pintec Technology Holdings Ltd (PT) (CIK 0001716338)
Date: July 14, 2023 · CIK: 0001716338 · Accession: 0001104659-23-081026
AI Filing Summary & Sentiment
File numbers found in text: 001-38712
Referenced dates: June 14, 2023
Letter
United States Securities and Exchange Commission Division of Corporation Finance Attention: Office of Technology Re: Pintec Technology Holdings Ltd Form 20-F for the Year Ended December 31, 2022 Filed May 15, 2023 File No. 001-38712
Dear Mr. David Edgar and Ms. Kathleen Collins:
This letter is being submitted on behalf of Pintec Technology Holdings Ltd (the “Company”) in response to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in the letter dated June 14, 2023 (the “Letter”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2022. The Company duly notes the Staff’s comments and confirms to reflect the revised disclosure in its next filing of annual report on the Form 20-F for the year ending December 31, 2023 (“20-F”) accordingly.
The numbered paragraphs below correspond to certain numbered comments in the Letter. The Staff’s comments are presented in bold.
Form 20-F for Fiscal Year Ended December 31, 2022
Introduction, page 1
1. Please revise your definition of China to remove the exclusion of Hong Kong and Macau from the definition.
RESPONSE:
In response to the Staff’s comment, the disclosure will be revised as follows (see below the blackline).
“‘China’ or ‘PRC’ refers to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan including Hong Kong, Macau and Taiwan; and ‘mainland China’ refers to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.”
In addition, disclosure elsewhere throughout the 20-F which is relevant to the definition of China will be revised accordingly as well.
Item 3. Key Information, page 3
2. Please revise to include the diagram of your corporate organizational structure in the forepart of the filing. Also, include a footnote to your diagram, which identifies the VIE shareholders, their relationship to the company, if any, and their percentage ownership in each entity.
RESPONSE:
In response to the Staff’s comment, the Company proposes to add the following disclosure in “Item 3. Key Information” right before “Item 3. Key Information — Our Operations in China and Permissions Required from the PRC Authorities for Our Operations.”
“Organizational Structure
The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report.
”
In addition, the Company will revise its disclosure in “Item 4. Information on the Company — C. Organizational Structure” of the 20-F by adding the same footnotes required by the Staff to the diagram of corporate organizational structure.
Financial Information Related to the VIE Structures, page 5
3. Please address the following as it relates to your condensed consolidating schedules:
• Present amounts due to/due from between the VIEs and the parent company and the VIEs and the WFOE separately from any amounts due to/due from between the parent, WFOE and their equity owned subsidiaries.
• Tell us in what line item you include the investment in equity owned subsidiaries and net assets of the VIEs and revise to include each of these amounts in separate line items clearly distinguishing the equity-owned investments from the VIE contractual arrangements.
• Similarly, clarify where you have included any share of income (loss) of the VIEs and revise to disclose such amounts in a separate line item to avoid any implication that the VIE arrangements are similar to an equity method investment.
• Present any revenue and costs and expenses related to service fees paid by the VIEs to the WFOE and/or parent company separately from the other costs and expenses of the VIEs.
• Revise the cash flow information as necessary based on revisions requested in the above bullet points.
RESPONSE:
In response to the Staff’s comment, the existing disclosure in “Item 3. Key Information — Implications of Being a Company with the Holding Company Structure and the VIE Structures — Financial Information Related to the VIE Structures” will be revised as follows:
“The following table sets forth the roll-forwards of the investment in our subsidiaries and the VIEs line item for the periods indicated:
As of December 31, 2021
Other VIE- Elimination Consolidated
Parent VIEs WFOEs Subsidiaries Elimination Adjustments Total
In RMB in thousands
Condensed Consolidating Schedule of Financial Position
Cash and cash equivalents 1,255 41,638 174,385 — — 217,901
Restricted time deposits — 1,468 — — — — 1,468
Restricted cash-non current — 5,417 — — — — 5,417
Financing receivables, net — 92,772 — 4,999 — — 97,771
Accounts receivables, net — 36,620 — — 36,854
Inter-group balance due from VIEs and subsidiaries 156,985 1,304,761 2,204,376 1,773,980 (1,304,761 ) (4,135,341 ) —
Amounts due from other subsidiaries 1,130,439 71,401 759,185 — (71,401 ) (1,889,624 ) —
Amounts due from WFOEs — 1,259,558 — 532,879 (1,259,558 ) (532,879 ) —
Amounts due from VIEs — — 1,388,888 835,035 — (2,223,923 ) —
Amounts due from Parent — — 379,531 — (379,533 ) —
Investment deficit in VIEs — — (848,452 ) — — 848,452 —
Investment deficit in equity owned subsidiaries (973,454 ) — (9,753 ) (596,190 ) — 1,579,397 —
Other assets 129,334 141,229
139,136
625,032
169,036
— (493,954
(35,865
)
)
401,822
Total Assets 158,421 1,612,010
1,638,208
2,346,408
1,429,809
2,578,450
1,499,729
(1,304,761
(1,330,959
)
)
(4,629,295
(2,633,975
)
)
761,233
Inter-group balance due to VIEs and subsidiaries 379,533 2,337,454 1,792,437 1,987,265 (2,337,454 ) (4,159,235 ) —
Amounts due to other subsidiaries 379,531 835,035 532,879 — (835,035 ) (912,410 ) —
Amounts due to WFOEs 1,388,888 — 759,185 (1,388,888 ) (759,187 ) —
Amounts due to VIEs — — 1,259,558 71,401 — (1,330,959 ) —
Amounts due to Parent — — — 1,130,439 — (1,130,439 ) —
Amounts due to related parties — 289,936 — — — — 289,936
Convertible loan — — — 400,000 — — 400,000
Other liabilities 3,817 84,511 7,256 41,716 67,956 — (974
(27,214
)
)
136,326
Total Liabilities 383,350 2,711,901
2,598,370
1,799,693 2,428,981 (2,337,454
(2,223,923
)
)
(4,160,209 ) 826,262
Total Pintec’s (Deficit)/Equity (224,929 ) (1,117,511
(977,782
)
)
546,715
(369,884
) 7,189
(1,071,532
) 1,032,693
892,964
(469,086
1,526,234
)
(224,929 )
Non-controlling interests — 17,620 — 142,280 — — 159,900
Total (Deficit)/Equity (224,929 ) (1,099,891
(960,162
)
)
546,715
(369,884
) 149,469
(929,252
) 1,032,693
892,964
(469,086
1,526,234
)
(65,029 )
As of December 31, 2022
Other VIE- Elimination Consolidated
Parent VIEs WFOEs Subsidiaries Elimination Adjustments Total
In RMB in thousands
Condensed Consolidating Schedule of Financial Position
Cash and cash equivalents 1,329 5,350 242,780 — — 249,728
Restricted time deposits — 1,482 — — — — 1,482
Restricted cash-non current — 5,000 — — — — 5,000
Financing receivables, net — 86,910 — — — 87,087
Accounts receivables, net — 14,439 1,231 2,957 — — 18,627
Inter-group balance due from VIEs and subsidiaries 42,460 1,326,399 2,221,742 1,774,456 (1,326,399 ) (4,038,658 ) —
Amounts due from other subsidiaries 1,231,416 82,931 829,466 — (82,931 ) (2,060,882 ) —
Amounts due from WFOEs — 1,249,002 — 532,146 (1,249,002 ) (532,146 ) —
Amounts due from VIEs — — 1,416,807 787,080 — (2,203,887 ) —
Amounts due from Parent — — — 443,575 — (443,575 ) —
Investment deficit in VIEs — — (925,892 ) — — 925,892 —
Investment deficit in equity owned subsidiaries (1,188,956 ) — (9,742 ) (702,645 ) — 1,901,343 —
Other assets 57,648 87,365
62,834
566,896
122,554
— (545,057
(76,184
)
)
166,947
Total Assets 43,884 1,497,228
1,502,762
2,310,607
1,374,973
2,587,266
1,428,624
(1,326,399
(1,331,933
)
)
(4,583,715
(2,489,439
)
)
528,871
Inter-group balance due to VIEs and subsidiaries 443,575 2,198,353 1,781,606 2,143,703 (2,198,353 ) (4,368,884 ) —
Amounts due to other subsidiaries 443,575 787,080 532,146 — (787,080 ) (975,721 ) —
Amounts due to WFOEs — 1,416,807 — 829,466 (1,416,807 ) (829,466 ) —
Amounts due to VIEs — — 1,249,002 82,931 — (1,331,933 ) —
Amounts due to Parent — — — 1,231,416 — (1,231,416 ) —
Amounts due to related parties — 294,590 — — — 294,634
Convertible loan — — — 113,000 — — 113,000
Long-term loan — — — 236,755 — — 236,755
Other liabilities 2,355 83,786 9,896
10,354
37,380
37,270
— (1,798
(2,146
)
)
131,619
Total Liabilities 445,930 2,576,729
2,582,263
1,791,502 2,530,882 (2,198,353
(2,203,887
)
)
(4,370,682 ) 776,008
Total Pintec's (Deficit)/Equity (402,046 ) (1,094,047 ) 519,105
(416,529
) (83,979
(1,242,621
)
)
871,954 (213,033
1,881,243
)
(402,046 )
Non-controlling interests — 14,546 — 140,363 — — 154,909
Total (Deficit)/Equity (402,046 ) (1,079,501 ) 519,105
(416,529
) 56,384
(1,102,258
) 871,954 (213,033)
1,881,243
(247,137 )
For the year ended December 31, 2020
Other VIE- Elimination Consolidated
Parent VIEs WFOEs Subsidiaries Elimination Adjustments Total
In RMB in thousands
Con
Show Raw Text
CORRESP
1
filename1.htm
DLA Piper UK LLP
Beijing Representative Office
20th Floor, South Tower, Beijing
Kerry Center
1 Guanghua Road, Chaoyang District
Beijing 100020, China
T +86
10 8520 0600
F +86
10 8520 0700
W www.dlapiper.com
July 14, 2023
CORRESPONDENCE FILING VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Attention:
Office of Technology
Mr. David Edgar – Senior Staff Accountant
Ms. Kathleen Collins – Accounting Branch Chief
Re:
Pintec Technology Holdings Ltd
Form 20-F for the Year Ended December 31, 2022
Filed May 15, 2023
File No. 001-38712
Dear Mr. David Edgar and Ms. Kathleen Collins:
This
letter is being submitted on behalf of Pintec Technology Holdings Ltd (the “Company”) in response to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
in the letter dated June 14, 2023 (the “Letter”) regarding the Company’s annual report on Form 20-F for the
year ended December 31, 2022. The Company duly notes the Staff’s comments and confirms to reflect the revised disclosure in its
next filing of annual report on the Form 20-F for the year ending December 31, 2023 (“20-F”) accordingly.
The
numbered paragraphs below correspond to certain numbered comments in the Letter. The Staff’s comments are presented in bold.
Form 20-F for Fiscal Year Ended December 31, 2022
Introduction, page 1
1.
Please revise your definition of China to remove the exclusion of Hong Kong and
Macau from the definition.
RESPONSE:
In response to the Staff’s comment, the
disclosure will be revised as follows (see below the blackline).
1
“‘China’ or
‘PRC’ refers to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong
Kong, Macau and Taiwan including Hong Kong, Macau and Taiwan; and ‘mainland China’ refers to the People’s
Republic of China, excluding Hong Kong, Macau and Taiwan.”
In addition, disclosure elsewhere throughout the
20-F which is relevant to the definition of China will be revised accordingly as well.
Item 3. Key Information, page 3
2.
Please revise to include the diagram of your corporate organizational structure
in the forepart of the filing. Also, include a footnote to your diagram, which identifies the VIE shareholders, their relationship
to the company, if any, and their percentage ownership in each entity.
RESPONSE:
In response to the Staff’s comment, the Company
proposes to add the following disclosure in “Item 3. Key Information” right before “Item 3. Key Information —
Our Operations in China and Permissions Required from the PRC Authorities for Our Operations.”
“Organizational Structure
The following diagram illustrates
our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated
entities as of the date of this annual report.
2
”
In addition, the Company will revise its disclosure in “Item
4. Information on the Company — C. Organizational Structure”
of the 20-F by adding the same footnotes required by the Staff to the diagram of corporate organizational structure.
Financial Information Related to the VIE Structures, page 5
3.
Please address the following as it relates
to your condensed consolidating schedules:
• Present amounts due to/due from between
the VIEs and the parent company and the VIEs and the WFOE separately from any amounts due to/due from between the parent, WFOE and
their equity owned subsidiaries.
• Tell us in what line item you include
the investment in equity owned subsidiaries and net assets of the VIEs and revise to include each of these amounts in separate line
items clearly distinguishing the equity-owned investments from the VIE contractual arrangements.
• Similarly, clarify where you have
included any share of income (loss) of the VIEs and revise to disclose such amounts in a separate line item to avoid any implication
that the VIE arrangements are similar to an equity method investment.
• Present any revenue and costs and
expenses related to service fees paid by the VIEs to the WFOE and/or parent company separately from the other costs and expenses
of the VIEs.
• Revise the cash flow information as
necessary based on revisions requested in the above bullet points.
RESPONSE:
In response to the Staff’s comment, the existing
disclosure in “Item 3. Key Information — Implications of
Being a Company with the Holding Company Structure and the VIE Structures —
Financial Information Related to the VIE Structures” will be revised as follows:
3
“The following table
sets forth the roll-forwards of the investment in our subsidiaries and the VIEs line item for the periods indicated:
As of December 31, 2021
Other
VIE-
Elimination
Consolidated
Parent
VIEs
WFOEs
Subsidiaries
Elimination
Adjustments
Total
In RMB in thousands
Condensed Consolidating
Schedule of Financial Position
Cash and cash equivalents
1,255
41,638
623
174,385
—
—
217,901
Restricted time deposits
—
1,468
—
—
—
—
1,468
Restricted cash-non current
—
5,417
—
—
—
—
5,417
Financing receivables, net
—
92,772
—
4,999
—
—
97,771
Accounts receivables, net
—
36,620
180
54
—
—
36,854
Inter-group
balance due from VIEs and subsidiaries
156,985
1,304,761
2,204,376
1,773,980
(1,304,761 )
(4,135,341 )
—
Amounts due
from other subsidiaries
1,130,439
71,401
759,185
—
(71,401 )
(1,889,624 )
—
Amounts due
from WFOEs
—
1,259,558
—
532,879
(1,259,558 )
(532,879 )
—
Amounts due
from VIEs
—
—
1,388,888
835,035
—
(2,223,923 )
—
Amounts due
from Parent
—
—
2
379,531
—
(379,533 )
—
Investment
deficit in VIEs
—
—
(848,452 )
—
—
848,452
—
Investment
deficit in equity owned subsidiaries
(973,454 )
—
(9,753 )
(596,190 )
—
1,579,397
—
Other assets
181
129,334
141,229
139,136
625,032
169,036
—
(493,954
(35,865
)
)
401,822
Total Assets
158,421
1,612,010
1,638,208
2,346,408
1,429,809
2,578,450
1,499,729
(1,304,761
(1,330,959
)
)
(4,629,295
(2,633,975
)
)
761,233
Inter-group
balance due to VIEs and subsidiaries
379,533
2,337,454
1,792,437
1,987,265
(2,337,454 )
(4,159,235 )
—
Amounts due
to other subsidiaries
379,531
835,035
532,879
—
(835,035 )
(912,410 )
—
Amounts due
to WFOEs
2
1,388,888
—
759,185
(1,388,888 )
(759,187 )
—
Amounts due
to VIEs
—
—
1,259,558
71,401
—
(1,330,959 )
—
Amounts due
to Parent
—
—
—
1,130,439
—
(1,130,439 )
—
Amounts due to related parties
—
289,936
—
—
—
—
289,936
Convertible loan
—
—
—
400,000
—
—
400,000
Other liabilities
3,817
84,511
7,256
41,716
67,956
—
(974
(27,214
)
)
136,326
Total Liabilities
383,350
2,711,901
2,598,370
1,799,693
2,428,981
(2,337,454
(2,223,923
)
)
(4,160,209 )
826,262
Total Pintec’s
(Deficit)/Equity
(224,929 )
(1,117,511
(977,782
)
)
546,715
(369,884
)
7,189
(1,071,532
)
1,032,693
892,964
(469,086
1,526,234
)
(224,929 )
Non-controlling interests
—
17,620
—
142,280
—
—
159,900
Total
(Deficit)/Equity
(224,929 )
(1,099,891
(960,162
)
)
546,715
(369,884
)
149,469
(929,252
)
1,032,693
892,964
(469,086
1,526,234
)
(65,029 )
4
As of December 31, 2022
Other
VIE-
Elimination
Consolidated
Parent
VIEs
WFOEs
Subsidiaries
Elimination
Adjustments
Total
In RMB in thousands
Condensed Consolidating Schedule of
Financial Position
Cash and cash equivalents
1,329
5,350
269
242,780
—
—
249,728
Restricted time deposits
—
1,482
—
—
—
—
1,482
Restricted cash-non current
—
5,000
—
—
—
—
5,000
Financing receivables, net
—
86,910
—
177
—
—
87,087
Accounts receivables, net
—
14,439
1,231
2,957
—
—
18,627
Inter-group
balance due from VIEs and subsidiaries
42,460
1,326,399
2,221,742
1,774,456
(1,326,399 )
(4,038,658 )
—
Amounts due
from other subsidiaries
1,231,416
82,931
829,466
—
(82,931 )
(2,060,882 )
—
Amounts
due from WFOEs
—
1,249,002
—
532,146
(1,249,002 )
(532,146 )
—
Amounts due
from VIEs
—
—
1,416,807
787,080
—
(2,203,887 )
—
Amounts due
from Parent
—
—
—
443,575
—
(443,575 )
—
Investment
deficit in VIEs
—
—
(925,892 )
—
—
925,892
—
Investment
deficit in equity owned subsidiaries
(1,188,956 )
—
(9,742 )
(702,645 )
—
1,901,343
—
Other assets
95
57,648
87,365
62,834
566,896
122,554
—
(545,057
(76,184
)
)
166,947
Total Assets
43,884
1,497,228
1,502,762
2,310,607
1,374,973
2,587,266
1,428,624
(1,326,399
(1,331,933
)
)
(4,583,715
(2,489,439
)
)
528,871
Inter-group
balance due to VIEs and subsidiaries
443,575
2,198,353
1,781,606
2,143,703
(2,198,353 )
(4,368,884 )
—
Amounts due
to other subsidiaries
443,575
787,080
532,146
—
(787,080 )
(975,721 )
—
Amounts due
to WFOEs
—
1,416,807
—
829,466
(1,416,807 )
(829,466 )
—
Amounts due
to VIEs
—
—
1,249,002
82,931
—
(1,331,933 )
—
Amounts due
to Parent
—
—
—
1,231,416
—
(1,231,416 )
—
Amounts due to related parties
—
294,590
—
44
—
—
294,634
Convertible loan
—
—
—
113,000
—
—
113,000
Long-term loan
—
—
—
236,755
—
—
236,755
Other liabilities
2,355
83,786
9,896
10,354
37,380
37,270
—
(1,798
(2,146
)
)
131,619
Total Liabilities
445,930
2,576,729
2,582,263
1,791,502
2,530,882
(2,198,353
(2,203,887
)
)
(4,370,682 )
776,008
Total Pintec's (Deficit)/Equity
(402,046 )
(1,094,047 )
519,105
(416,529
)
(83,979
(1,242,621
)
)
871,954
(213,033
1,881,243
)
(402,046 )
Non-controlling interests
—
14,546
—
140,363
—
—
154,909
Total (Deficit)/Equity
(402,046 )
(1,079,501 )
519,105
(416,529
)
56,384
(1,102,258
)
871,954
(213,033)
1,881,243
(247,137 )
5
For the year ended December 31, 2020
Other
VIE-
Elimination
Consolidated
Parent
VIEs
WFOEs
Subsidiaries
Elimination
Adjustments
Total
In RMB in thousands
Con