SEC Comment Letter for Sunlands Technology Group (STG) — Mar 5, 2018
Sunlands Technology Group
Date: March 5, 2018 · CIK: 0001723935 · Accession: 0000000000-18-006821
AI Filing Summary & Sentiment
File numbers found in text: 333-223190
Letter
March 2, 2018 Jianhong Yin Chairman Sunlands Online Education Group Building 4-6, Chaolai Science Park, No. 36 Chaoyang District, Beijing, 100012 Peoples Republic of China Re:Sunlands Online Education Group Registration Statement on Form F-1 Filed on February 23, 2018 File no. 333-223190 Dear Mr. Yin: We have reviewed your 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-1, file no. 333-223190 The Offering, page 8 1.We note that you have adopted a triple-class ordinary share structure that will become effective upon the completion of this offering. With a view towards disclosure, please advise us why the Board determined to adopt this triple-class structure in connection with Sunlands' initial public offering. Corporate Structure, page 65 2.Please revise to disclose the respective voting and economic interests of the Series A,
FirstName LastNameJianhong Yin Comapany NameSunlands Online Education Group June 16, 2017 Page 2 FirstName LastName Jianhong Yin Sunlands Online Education Group March 2, 2018 Page 2 Series B, and Series C shareholders following the completion of the offering. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Terry French, Accounting Branch Chief, at 202-551-3828, if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202- 551-3415 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with any other questions. Division of Corporation Finance Office of Telecommunications
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March 2, 2018
Jianhong Yin
Chairman
Sunlands Online Education Group
Building 4-6, Chaolai Science Park, No. 36
Chaoyang District, Beijing, 100012
Peoples Republic of China
Re:Sunlands Online Education Group
Registration Statement on Form F-1
Filed on February 23, 2018
File no. 333-223190
Dear Mr. Yin:
We have reviewed your 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1, file no. 333-223190
The Offering, page 8
1.We note that you have adopted a triple-class ordinary share structure that will become
effective upon the completion of this offering. With a view towards disclosure, please
advise us why the Board determined to adopt this triple-class structure in connection with
Sunlands' initial public offering.
Corporate Structure, page 65
2.Please revise to disclose the respective voting and economic interests of the Series A,
FirstName LastNameJianhong Yin
Comapany NameSunlands Online Education Group
June 16, 2017 Page 2
FirstName LastName
Jianhong Yin
Sunlands Online Education Group
March 2, 2018
Page 2
Series B, and Series C shareholders following the completion of the offering.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Terry French,
Accounting Branch Chief, at 202-551-3828, if you have questions regarding comments on the
financial statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202-
551-3415 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with any other
questions.
Division of Corporation Finance
Office of Telecommunications