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SEC Company Response from XChange TEC.INC (XHG) (CIK 0001769256) (XHG) — Nov 4, 2019

XChange TEC.INC (XHG) (CIK 0001769256)
Date: Nov. 4, 2019 · CIK: 0001769256 · Accession: 0001193125-19-282509

Offering / Registration Process Regulatory Compliance Business Model Clarity

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File numbers found in text: 001-39111, 333-234112

Date
November 4, 2019
Author
Vice President
Form
CORRESP
Company
XChange TEC.INC (XHG) (CIK 0001769256)

Letter

United States of America VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Re: Q&K International Group Limited (the “Company”) Registration Statement on Form F-1, as amended (Registration No. 333-234112) Registration Statement on Form 8-A (Registration No. 001-39111)

Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:30 p.m., Eastern Time on November 4, 2019, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 25, 2019 and the date hereof, copies of the Company’s Preliminary Prospectus dated October 25, 2019 were distributed as follows: 260 copies to prospective underwriters, institutional investors, dealers and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,
Morgan Stanley & Co. LLC

Show Raw Text
CORRESP
1
filename1.htm

Underwriter Acceleration Letter

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

United States of America

 China International Capital
Corporation Hong Kong Securities Limited

 29/F, One International Finance Centre

1 Harbour View Street, Central

 Hong Kong

As representatives of the prospective underwriters

 VIA
EDGAR

 November 4, 2019

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

 Mr. Eric Mcphee

 Ms. Jennifer
Monick

 Ms. Maryse Mills-Apenteng

Ms. Jennifer Gowetski

Re:

  Q&K International Group Limited (the “Company”)

  Registration Statement on Form F-1, as amended (Registration No. 333-234112)

  Registration Statement on Form 8-A (Registration No. 001-39111)

 Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:30
p.m., Eastern Time on November 4, 2019, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 25, 2019 and the date hereof, copies of the Company’s Preliminary Prospectus dated October 25, 2019 were distributed as
follows: 260 copies to prospective underwriters, institutional investors, dealers and others.

 We have been advised by the prospective
underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 2

Very truly yours,

Morgan Stanley & Co. LLC

 China International Capital Corporation Hong Kong

Securities Limited

As representatives of the prospective underwriters

MORGAN STANLEY & CO. LLC

By:

 /s/ Robert Holly

Name:

Robert Holly

Title:

Vice President

 [Signature Page to Acceleration Request Letter]

CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

 /s/ SHI QI

Name:

SHI QI

Title:

Managing Director

 [Signature Page to Acceleration Request Letter]