SEC Company Response from XChange TEC.INC (XHG) (CIK 0001769256) (XHG) — Nov 1, 2019
XChange TEC.INC (XHG) (CIK 0001769256)
Date: Nov. 1, 2019 · CIK: 0001769256 · Accession: 0001193125-19-281586
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-234112
Referenced dates: October 31, 2019
Letter
VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance Q&K International Group Limited Amendment No. 1 to Registration Statement on Form F-1 Filed October 25, 2019 File No. 333-234112
Dear Mr. Mcphee, Ms. Monick, Ms. Mills-Apenteng and Ms. Gowetski:
On behalf of our client, Q&K International Group Limited, a company incorporated in the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the letter from the Staff dated October 31, 2019. The Staff’s comment is repeated below in bold and is followed by the Company’s response. Capitalized terms used but not otherwise defined herein have the meanings set forth in the amendment No.1 to the Company’s registration statement on Form F-1 filed with the Commission on October 25, 2019 (the “Registration Statement”).
The Company expects to request effectiveness of the Registration Statement on or around November 4, 2019 and will file the joint acceleration requests before then. The Company would greatly appreciate the Staff’s continuing support and assistance.
Securities and Exchange Commission
November 1, 2019
Page of 3
Form F-1 filed October 25, 2019
General
1. We note your response to prior comment 2 that the price adjustments are excluded from the average monthly rental or the average monthly rental before discount for rental prepayments. We further note the definitions of average monthly rental and average monthly rental before discount for rental prepayments on page 8 as well as your disclosure regarding your marketing expenses and promotion costs on pages 99 and 100. Please confirm to us that the average monthly rental and average monthly rental before discount for rental prepayments amounts on pages 17 and 96 reflect all promotion costs or revise accordingly. In addition, please tell us the nature of the promotion costs that are included in the selling and marketing expenses described on page 100.
The Company respectfully confirms that the average monthly rental and average monthly rental before discount for rental prepayments amounts on pages 17 and 96 reflect all promotion costs except for those recorded in selling and marketing expenses.
The promotion costs included in the selling and marketing expenses described on page 100 primarily consisted of general promotion costs incurred for Company’s brand promoting activities with other online platform service providers which are recorded as advertising expenses upon occurrence in accordance with ASC 720-35. As the general promotion costs are not directly attributable to the lease agreements with tenants, it is not a form of discount.
Securities and Exchange Commission
November 1, 2019
Page of 3
Should you have any questions about the response contained herein, please contact the undersigned by phone at +852-2532-3783 or via e-mail at szhao@cgsh.com, Guangjie Jin, the founder, chairman and chief executive officer of the Company, by phone at +86-21-6417-9625 or via e-mail at bill@qk365.com, or Jimmy Chen, the audit engagement partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by phone at +86-21-6141-2172 or via email at jimmycchen@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.
Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
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CORRESP 1 filename1.htm CORRESP November 1, 2019 VIA EDGAR AND OVERNIGHT COURIER Eric Mcphee Jennifer Monick Maryse Mills-Apenteng Jennifer Gowetski Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Q&K International Group Limited Amendment No. 1 to Registration Statement on Form F-1 Filed October 25, 2019 File No. 333-234112 Dear Mr. Mcphee, Ms. Monick, Ms. Mills-Apenteng and Ms. Gowetski: On behalf of our client, Q&K International Group Limited, a company incorporated in the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the letter from the Staff dated October 31, 2019. The Staff’s comment is repeated below in bold and is followed by the Company’s response. Capitalized terms used but not otherwise defined herein have the meanings set forth in the amendment No.1 to the Company’s registration statement on Form F-1 filed with the Commission on October 25, 2019 (the “Registration Statement”). The Company expects to request effectiveness of the Registration Statement on or around November 4, 2019 and will file the joint acceleration requests before then. The Company would greatly appreciate the Staff’s continuing support and assistance. Securities and Exchange Commission November 1, 2019 Page 2 of 3 Form F-1 filed October 25, 2019 General 1. We note your response to prior comment 2 that the price adjustments are excluded from the average monthly rental or the average monthly rental before discount for rental prepayments. We further note the definitions of average monthly rental and average monthly rental before discount for rental prepayments on page 8 as well as your disclosure regarding your marketing expenses and promotion costs on pages 99 and 100. Please confirm to us that the average monthly rental and average monthly rental before discount for rental prepayments amounts on pages 17 and 96 reflect all promotion costs or revise accordingly. In addition, please tell us the nature of the promotion costs that are included in the selling and marketing expenses described on page 100. The Company respectfully confirms that the average monthly rental and average monthly rental before discount for rental prepayments amounts on pages 17 and 96 reflect all promotion costs except for those recorded in selling and marketing expenses. The promotion costs included in the selling and marketing expenses described on page 100 primarily consisted of general promotion costs incurred for Company’s brand promoting activities with other online platform service providers which are recorded as advertising expenses upon occurrence in accordance with ASC 720-35. As the general promotion costs are not directly attributable to the lease agreements with tenants, it is not a form of discount. Securities and Exchange Commission November 1, 2019 Page 3 of 3 Should you have any questions about the response contained herein, please contact the undersigned by phone at +852-2532-3783 or via e-mail at szhao@cgsh.com, Guangjie Jin, the founder, chairman and chief executive officer of the Company, by phone at +86-21-6417-9625 or via e-mail at bill@qk365.com, or Jimmy Chen, the audit engagement partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by phone at +86-21-6141-2172 or via email at jimmycchen@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company. Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP By: /s/ Shuang ZHAO Shuang ZHAO, a Partner cc: Guangjie Jin, Founder, Chairman and Chief Executive Officer, Q&K International Group Limited Chris K. H. Lin, Partner, Simpson Thacher & Bartlett LLP Daniel Fertig, Partner, Simpson Thacher & Bartlett LLP Jimmy Chen, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP