SEC Company Response from CLPS Inc (CLPS) (CIK 0001724542) (CLPS) — Mar 27, 2018
CLPS Inc (CLPS) (CIK 0001724542)
Date: March 27, 2018 · CIK: 0001724542 · Accession: 0001213900-18-003526
AI Filing Summary & Sentiment
Reasoning
Letter
Division of Corporation Finance United States Securities and Exchange Commission Re: CLPS Incorporation Registration Statement on Form F-1 Submitted on March 27, 2018 CIK No. 0001724542
Dear Ms. Wray:
This letter sets forth the responses of CLPS Incorporation (the “Company”) to the comment letter, dated February 23, 2018, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s prior submission. This letter and Registration Statement on Form F-1 (the “Registration Statement”) are being filed with the Commission electronically today. For the convenience of the Staff, each of the Staff’s comments is reproduced below and followed by the corresponding response of the Company.
Our Business
Solution Services, page 59
1. We note your response to prior comment 5 regarding your technology solutions products that are based on block chain technology. You disclose that you “have developed a loyalty reward solution based on a block chain platform and implemented this solution with several China-based banks.” However, you do not identify the banks that have implemented your solution, nor have you described how they have implemented your rewards programs, how the programs use block chain technology to record transactions, prevent fraud or abuse, and enable the banks or its customers to access, receive or use such rewards. Please revise your disclosure accordingly.
March 27, 2018
Page 2
Response: In response to the Staff’s comment, the Company has amended the disclosures in question appearing on pp. 2 and 59 to read, in part, as follows:
We have been working with a number of Chinese domestic banks to assist them in leveraging block chain technology. Using this technology, a loyalty reward solution was developed allowing domestic banks to track and trace transactions in real-time. It was recently implemented in Jiangnan Rural Commercial Bank. Also, the pilot phase of this solution was completed for Taicang Rural Commercial Bank.
The solution sets up a consortium chain platform using block chain technology. When a bank or a merchant joins the consortium, it becomes a node of the consortium chain. This allows the bank’s customers to manage and use their rewards among different banks and merchants, as well as share rewards among different customers. There are four layers in the overall architecture in this solution which includes the block chain core layer, the block chain SDK layer, the application system layer and the front-end layer. The consensus mechanism, P2P protocol, distributed ledger and storage mechanism of core layer are used to record transactions and prevent fraud.
We will continue to develop our new IT solutions to meet the evolving needs of our Chinese and global financial institutional clientele drawing upon the forward-looking research of our R&D center.
**************
Please feel free to contact the undersigned at 202-724-6846 with any questions.
Very truly yours,
/s/ F. Alec Orudjev
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CORRESP
1
filename1.htm
Schiff
Hardin LLP
901 K Street NW
Suite 700
Washington, DC 20001
T 202.778.6400
F 202.778.6460
schiffhardin.com
March 27, 2018
Alec F. Orudjev
(202) 724.6846
aorudjev@schiffhardin.com
VIA SEC EDGAR
Mail Stop #4561
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Katherine
Wray, Attorney-Advisor
Edwin Kim, Staff Attorney
Re: CLPS
Incorporation
Registration Statement
on Form F-1
Submitted on March 27, 2018
CIK No. 0001724542
Dear Ms. Wray:
This letter
sets forth the responses of CLPS Incorporation (the “Company”) to the comment letter, dated February 23, 2018, of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s prior submission. This letter and Registration Statement
on Form F-1 (the “Registration Statement”) are being filed with the Commission electronically today. For the
convenience of the Staff, each of the Staff’s comments is reproduced below and followed by the corresponding response
of the Company.
Our Business
Solution Services, page 59
1. We note your response to prior comment
5 regarding your technology solutions products that are based on block chain technology. You disclose that you “have developed
a loyalty reward solution based on a block chain platform and implemented this solution with several China-based banks.”
However, you do not identify the banks that have implemented your solution, nor have you described how they have implemented your
rewards programs, how the programs use block chain technology to record transactions, prevent fraud or abuse, and enable the banks
or its customers to access, receive or use such rewards. Please revise your disclosure accordingly.
March 27, 2018
Page 2
Response:
In response to the Staff’s comment, the Company has amended the disclosures
in question appearing on pp. 2 and 59 to read, in part, as follows:
We have been working with a number
of Chinese domestic banks to assist them in leveraging block chain technology. Using this technology, a loyalty reward solution
was developed allowing domestic banks to track and trace transactions in real-time. It was recently implemented in Jiangnan Rural
Commercial Bank. Also, the pilot phase of this solution was completed for Taicang Rural Commercial Bank.
The solution sets up a consortium
chain platform using block chain technology. When a bank or a merchant joins the consortium, it becomes a node of the consortium
chain. This allows the bank’s customers to manage and use their rewards among different banks and merchants, as well as share
rewards among different customers. There are four layers in the overall architecture in this solution which includes the block
chain core layer, the block chain SDK layer, the application system layer and the front-end layer. The consensus mechanism, P2P
protocol, distributed ledger and storage mechanism of core layer are used to record transactions and prevent fraud.
We will continue to develop our
new IT solutions to meet the evolving needs of our Chinese and global financial institutional clientele drawing upon the forward-looking
research of our R&D center.
**************
Please feel free to contact the undersigned
at 202-724-6846 with any questions.
Very truly yours,
/s/ F. Alec Orudjev
Cc:
Xiao Feng Yang, Chairman, CLPS
Raymond Ming Hui Lin, Chief Executive Officer, CLPS
Tian van Acken, Chief Financial Officer, CLPS
Ralph V. De Martino. Esq., Schiff Hardin LLP