SEC Comment Letter for X Financial (XYF) (CIK 0001725033) (XYF) — Sep 11, 2018
X Financial (XYF) (CIK 0001725033)
Date: Sept. 11, 2018 · CIK: 0001725033 · Accession: 0000000000-18-028104
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4720 September 7, 2018 Yue (Justin) Tang Chief Executive Officer and Chairman X Financial 7-8F, Block A, Aerospace Science and Technology Plaza No. 168, Haide Third Avenue, Nanshan District Shenzhen, 518067, the People's Republic of China
Re: X Financial Registration Statement on Form F-1 Filed August 28, 2018 File No. 333 -227065
Dear Mr. Tang :
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 informati on. 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 provid e in response to these comments, we may have additional comments.
General
1. We note that Section 7.7 of the Form of Deposit Agreement (Exhibit 4.3) contains an irrevocable waiver of jury trial. Please revise your description of American Depositary Share s to disclose this provision and to state that such a provision may limit a shareholder's ability to bring a claim in a manner that it finds favorable for disputes with the company and its directors, officers or other employees. Please also add a separate ly captioned risk factor addressing the impact of your jury trial waiver provision on investors.
Yue (Justin) Tang X Financial September 7, 2018 Page 2
Summary of Significant Accounting Policies
Revenue Recognition, page F -16
2. We note your response to comment 2. Please revise to label the allowance for dou btful accounts of RMB 8,099,152 and RMB 175,799,647 as of December 31, 2016 and 2017, respectively, parenthetically on the face of the consolidated balance sheets "as restated".
We remind you that the company and its management are responsible for the ac curacy 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 Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if you have questions regarding comments on the financial statements and related matters. Please contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.
Sincerely,
/s/ Era Anagnosti
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Mail Stop 4720 September 7, 2018 Yue (Justin) Tang Chief Executive Officer and Chairman X Financial 7-8F, Block A, Aerospace Science and Technology Plaza No. 168, Haide Third Avenue, Nanshan District Shenzhen, 518067, the People's Republic of China Re: X Financial Registration Statement on Form F-1 Filed August 28, 2018 File No. 333 -227065 Dear Mr. Tang : 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 informati on. 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 provid e in response to these comments, we may have additional comments. General 1. We note that Section 7.7 of the Form of Deposit Agreement (Exhibit 4.3) contains an irrevocable waiver of jury trial. Please revise your description of American Depositary Share s to disclose this provision and to state that such a provision may limit a shareholder's ability to bring a claim in a manner that it finds favorable for disputes with the company and its directors, officers or other employees. Please also add a separate ly captioned risk factor addressing the impact of your jury trial waiver provision on investors. Yue (Justin) Tang X Financial September 7, 2018 Page 2 Summary of Significant Accounting Policies Revenue Recognition, page F -16 2. We note your response to comment 2. Please revise to label the allowance for dou btful accounts of RMB 8,099,152 and RMB 175,799,647 as of December 31, 2016 and 2017, respectively, parenthetically on the face of the consolidated balance sheets "as restated". We remind you that the company and its management are responsible for the ac curacy 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 Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if you have questions regarding comments on the financial statements and related matters. Please contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions. Sincerely, /s/ Era Anagnosti for Michael Clampitt Senior Counsel Office of Financial Services cc: Li He, Esq.