Correspondence 0001213900-23-010039 from Kuke Music Holding Ltd (KUKE) (CIK 0001809158) (KUKE)
Kuke Music Holding Ltd (KUKE) (CIK 0001809158)
Date: Feb. 10, 2023 · CIK: 0001809158 · Accession: 0001213900-23-010039
AI Filing Summary & Sentiment
File numbers found in text: 333-267655
Referenced dates: January 31, 2023
Letter
Via EDGAR February 10, 2023 Division of Corporation Finance Office of Trade & Services Re: Kuke Music Holding Limited (CIK No. 0001809158) Response to the Staff’s Comments on Amendment No.2 to Registration Statement on Form F-3 Filed on January 10, 2023 (File No. 333-267655)
Dear Mr. Fetterolf and Ms. Peyser,
On behalf of our client, Kuke Music Holding Limited, a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter January 31, 2023 on the amendment No.2 to the registration statement on Form F-3 filed on January 10, 2023. Concurrently with the submission of this letter, the Company is submitting its amendment No.3 to the Registration Statement (“Amendment No.3”) via EDGAR with the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No.3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.3.
Responses to the comments contained in the Staff’s letter dated January 31, 2023
General
1. On the cover page and on page 6 of the prospectus summary, disclose that you appointed a new auditor in November 2022, and include the name of the auditor and the location of its headquarters. On the cover page and on page 6 of the prospectus summary, where you discuss the firm that audited your 2021 Form 20-F, please include the name of the auditor. On page 18, where you discuss Ernst & Young, disclose where it is located. Wherever you discuss the HFCAA and AHFCAA, please revise to reflect that the HFCAA was amended on December 29, 2022 to reduce the number of non-inspection years from three years to two years.
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 6, 18, 19, 32 and 33 of Amendment No.3.
***
Wilson Sonsini Goodrich & Rosati, Professional Corporation
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
Page 2
If you have any questions regarding the Amendment No.3, please contact the undersigned by telephone at +86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Very truly yours,
/s/ Dan Ouyang
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Unit 2901, 29F, Tower C
Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
People’s Republic of China
Phone: 86-10-6529-8300
Fax: 86-10-6529-8399
Website: www.wsgr.com
中国北京市朝阳区建国门外大街2号
银泰中心写字楼C座29层2901室
邮政编码:
100022
电话:
86-10-6529-8300
传真:
86-10-6529-8399
网站: www.wsgr.com
Via EDGAR
February 10, 2023
Mr. Brian Fetterolf
Ms. Lilyanna Peyser
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Kuke Music Holding Limited (CIK No. 0001809158)
Response to the Staff’s Comments on
Amendment No.2 to Registration Statement on Form F-3
Filed on January 10, 2023 (File No. 333-267655)
Dear Mr. Fetterolf and Ms. Peyser,
On behalf of our client, Kuke Music Holding Limited,
a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting
to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter January 31, 2023 on the amendment No.2
to the registration statement on Form F-3 filed on January 10, 2023. Concurrently with the submission of this letter, the Company is submitting
its amendment No.3 to the Registration Statement (“Amendment No.3”) via EDGAR with the Commission.
The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Amendment No.3 where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.3.
Responses to the comments contained in the
Staff’s letter dated January 31, 2023
General
1. On
the cover page and on page 6 of the prospectus summary, disclose that you appointed a new auditor in November 2022, and include the name
of the auditor and the location of its headquarters. On the cover page and on page 6 of the prospectus summary, where you discuss the
firm that audited your 2021 Form 20-F, please include the name of the auditor. On page 18, where you discuss Ernst & Young, disclose
where it is located. Wherever you discuss the HFCAA and AHFCAA, please revise to reflect that the HFCAA was amended on December 29, 2022
to reduce the number of non-inspection years from three years to two years.
In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages 6, 18, 19, 32 and 33 of Amendment No.3.
***
Wilson Sonsini Goodrich
& Rosati, Professional Corporation
austin
beijing boston BOULDER brussels hong
kong london los angeles new york palo
alto
SALT LAKE CITY san diego san francisco seattle shanghai
washington, dc wilmington, de
Page 2
If you have any questions regarding the Amendment
No.3, please contact the undersigned by telephone at +86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Very truly yours,
/s/ Dan Ouyang
Dan Ouyang
Enclosures
cc:
He Yu, Chairman and Chief Executive Officer, KUKE
MUSIC HOLDING LIMITED