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United States securities and exchange commission logo
June 13, 2023
Shannon Shen
Chief Financial Officer
Gaotu Techedu Inc.
5F, Gientech Building, 17 East Zone,
10 Xibeiwang East Road
Haidian District, Beijing 100193
People’s Republic of China
Re:Gaotu Techedu Inc.
Report of Foreign Issuer on Form 6-K
Filed February 28, 2023
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 18, 2023
Dear Shannon Shen:
            We have reviewed your filings 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.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 6-K filed February 28, 2023
Exhibit 99.1 - Press Release
About Non-GAAP Financial Measures, page 9
1.We note that your non-GAAP net income (loss) measure excludes share-based
compensation expenses, and such adjustments exclude the impact on income tax.  Please
tell us how your presentation complies with the guidance in Question 102.11 of the Non-
GAAP Performance Measures Compliance and Disclosure Interpretations and revise your
disclosure as necessary.

 FirstName LastNameShannon Shen
 Comapany NameGaotu Techedu Inc.
 June 13, 2023 Page 2
 FirstName LastName
Shannon Shen
Gaotu Techedu Inc.
June 13, 2023
Page 2
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the VIE, page 7
2.Please disclose that the VIE structure involves unique risks to investors, and explain
whether the VIE structure is used to provide investors with exposure to foreign investment
in China-based companies where Chinese law prohibits direct foreign investment in the
operating companies.
3.Provide a diagram of the company’s corporate structure, identifying the person or entity
that owns the equity in each depicted entity.  Describe all contracts and arrangements
through which you claim to have economic rights and exercise control that results in
consolidation of the VIE’s operations and financial results into your financial statements.
Identify clearly the entity in which investors hold their interest and the entities in which
the company’s operations are conducted.
The Holding Foreign Companies Accountable Act, page 9
4. Please disclose the location of your auditor.
Cash Flows through Our Organization, page 10
5.Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
6.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong
or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or
for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIE by the PRC government to transfer cash or assets.  State that there is no assurance the
PRC government will not intervene in or impose restrictions on the ability of you, your
subsidiaries, and the consolidated VIEs to transfer cash or assets.  Provide cross-
references to these other discussions in your summary risk factors and risk factors.
7.Disclose the source of your cash management policies (e.g., whether they are contractual
in nature, pursuant to regulations, etc.).
Permissions Required from the PRC Authorities for Our Operations, page 11
8.Disclose each permission or approval that you, your subsidiaries, or the VIE are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors.  In this regard, we note you include a cross reference
to the risk factors and a non-exclusive list of permissions that are required.  The disclosure
here should not be qualified by materiality.  State whether you, your subsidiaries, or the

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 Comapany NameGaotu Techedu Inc.
 June 13, 2023 Page 3
 FirstName LastNameShannon Shen
Gaotu Techedu Inc.
June 13, 2023
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VIE are covered by permissions requirements from the Cyberspace Administration of
China (CAC) or any other governmental agency that is required to approve the VIE’s
operations, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied.  Regarding the
CAC, your disclosure does not state whether or not you are subject to any permissions or
approvals.  Please also describe the consequences to you and your investors if you, your
subsidiaries, or the VIE: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Summary of Risk Factors, page 19
9.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Include a cross-
reference to the relevant individual detailed risk factor.
D. Risk Factors
Our business is subject to complex and evolving laws and regulations of mainland China..., page
24
10.Please revise your disclosure to explain to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.
If the PRC government finds that the agreements that establish the structure for operating certain
of our operations..., page 39
11.Revise to acknowledge that if the PRC government determines that the contractual
arrangements constituting part of the VIE structure do not comply with PRC regulations,
or if these regulations change or are interpreted differently in the future, your securities
may decline in value or become worthless if the determinations, changes, or
interpretations result in your inability to assert contractual control over the assets of your

 FirstName LastNameShannon Shen
 Comapany NameGaotu Techedu Inc.
 June 13, 2023 Page 4
 FirstName LastNameShannon Shen
Gaotu Techedu Inc.
June 13, 2023
Page 4
PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
The PRC government's significant oversight and discretion over our business operations..., page
46
12.Where you state that the Chinese government may intervene or influence your operations
at any time, revise to clarify that this could result in a material change in your operations
and/or the value of your securities.  Also, given recent statements by the Chinese
government indicating an intent to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers, acknowledge the
risk that any such action could significantly limit or completely hinder your ability to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 104
13.In the year to year comparison of the results of operations, you have no discussion of the
changes in interest income, realized gains from investments and other income.  Please
revise to discuss the changes in these line items.  Refer to Item 5 of Form 20-F.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 147
14.We note your statement that you reviewed the register of members and certain public
filings 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 disclosure under paragraph (a). 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).
15.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 the board of you or 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 determination. In
addition, please tell us whether you have relied upon third party certifications such as
affidavits as the basis for your disclosure.
16.With respect to your disclosure pursuant to Item 16I (b)(5), we note that you have
included language that such disclosure is “to our knowledge.” Please supplementally
confirm without qualification, if true, that your or your consolidated foreign operating
entities’ articles do not contain wording from any charter of the Chinese Communist
Party.

 FirstName LastNameShannon Shen
 Comapany NameGaotu Techedu Inc.
 June 13, 2023 Page 5
 FirstName LastName
Shannon Shen
Gaotu Techedu Inc.
June 13, 2023
Page 5
17.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for “Gaotu Techedu Inc. or the VIE.” We also note that your list of subsidiaries in Exhibit
8.1 appears to indicate that you have subsidiaries in Hong Kong that are not included in
your VIEs. 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.
            You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any other
questions.
            Contact Austin Pattan at 202-551-6756 or Jennifer Gowetski at 202-551-3401 if you have
any questions about comments related to your status as a Commission-Identified Issuer during
your most recently completed fiscal year.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yilin Xu, Esq.