SEC Comment Letter 0000000000-23-007838 to Youdao, Inc. (DAO) (CIK 0001781753) (DAO)
Youdao, Inc. (DAO) (CIK 0001781753)
Date: July 24, 2023 · CIK: 0001781753 · Accession: 0000000000-23-007838
AI Filing Summary & Sentiment
File numbers found in text: 001-39087
Letter
United States securities and exchange commission logo July 21, 2023 Feng Zhou Chief Executive Officer Youdao, Inc. No. 399, Wangshang Road Binjiang District Hangzhou 310051 People’s Republic of China Re:Youdao, Inc. Form 20-F for the Fiscal Year Ended December 31, 2022 Filed April 27, 2023 File No. 001-39087 Dear Feng Zhou: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F 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. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 149 1.We note you reviewed your register of members and the public filings made by your shareholders, including the Schedule 13G/A filed by Orbis Investment Management Limited on February 14, 2023. 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 submission. 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). 2.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 your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For
FirstName LastNameFeng Zhou Comapany NameYoudao, Inc. July 21, 2023 Page 2 FirstName LastName Feng Zhou Youdao, Inc. July 21, 2023 Page 2 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. 3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. 4.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4), and (b)(5) are provided for the company and your material operating entities. We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong. 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), (b)(4), 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. Please contact Jimmy McNamara at 202-551-7349 or Jennifer Gowetski at 202-551-3401 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Li He
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United States securities and exchange commission logo
July 21, 2023
Feng Zhou
Chief Executive Officer
Youdao, Inc.
No. 399, Wangshang Road
Binjiang District Hangzhou 310051
People’s Republic of China
Re:Youdao, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 27, 2023
File No. 001-39087
Dear Feng Zhou:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 149
1.We note you reviewed your register of members and the public filings made by your
shareholders, including the Schedule 13G/A filed by Orbis Investment Management
Limited on February 14, 2023. 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 submission. 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).
2.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 your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
FirstName LastNameFeng Zhou
Comapany NameYoudao, Inc.
July 21, 2023 Page 2
FirstName LastName
Feng Zhou
Youdao, Inc.
July 21, 2023
Page 2
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.
3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
4.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4), and (b)(5) are
provided for the company and your material operating entities. We also note that your list
of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong.
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), (b)(4), 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.
Please contact Jimmy McNamara at 202-551-7349 or Jennifer Gowetski at 202-551-3401
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Li He