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