SecProbe.io

United States securities and exchange commission logo
August 3, 2023
Vivien Weiwei Wang
Chief Financial Officer
iHuman Inc.
Floor 8, Building B
No. 1 Wangjing East Road
Chaoyang District, Beijing 100102
People’s Republic of China
Re:iHuman Inc.
Form 20-F for Fiscal Year Ended December 31, 2022
Filed April 25, 2023
File No. 001-39591
Dear Vivien Weiwei Wang:
            We have reviewed your filing 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.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 3. Key Information
Cash Flows through Our Organization, page 4
1.We note your disclosure quantifying your cash transfers in 2020, 2021 and 2022.  In
future filings, where you discuss the transfers to your subsidiaries, please revise to
quantify the amounts transferred to each of Hongen Investment and Hongen EduTech.
Where you discuss the transfers between your WFOEs and the VIE, similarly distinguish
between each of your two mainland China subsidiaries.  Please tell us what your
disclosure will look like.
2.In future filings, please revise here and in the risk factors to state that, to the extent cash
and/or assets in the business are in Hong Kong/China or a Hong Kong/China entity, the

 FirstName LastNameVivien Weiwei Wang
 Comapany NameiHuman Inc.
 August 3, 2023 Page 2
 FirstName LastNameVivien Weiwei Wang
iHuman Inc.
August 3, 2023
Page 2
funds and/or assets may not be available to fund operations or for other use outside of
Hong Kong or China due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries by the PRC government to transfer
cash and/or assets. Provide cross-references to this discussion in the risk factors section.
Please tell us what your disclosure will look like.
Permissions Required from the PRC Authorities for Our Operations, page 6
3.In future filings, in each instance where you refer to "permissions," expand your
discussion to also address "approvals."  With respect to all permissions or approvals
discussed in this section, state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you, your subsidiaries,
or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.  Please tell us what your disclosure will look like.
4.In addition to your discussion of the Trial Measures and CAC, in future filings, please
revise to disclose any additional permission or approval that you, your subsidiaries, or the
VIEs are required to obtain from Chinese authorities to offer securities in future offerings
or operate your business, and particularly expand your disclosure to address the PRC
Ministry of Education and the Alleviating Burden Opinion that you discuss in your risk
factors on page 19.

In connection therewith, we also note your disclosure that you "have not been involved in
any formal investigations on cybersecurity review made by the CAC, nor have we
received any notice or inquiry from relevant competent authorities requiring us to apply
for cybersecurity review."  State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the Cyberspace Administration of China (CAC) or any
other governmental agency (including the Ministry of Education) that is required to
approve the VIE’s operations.  Please tell us what your disclosure will look like.
Our Holding Company Structure and Contractual Arrangements with the VIE and Its
Shareholders, page 10
5.We note your disclosure that "iHuman Inc. is not a Chinese operating company but a
Cayman Islands holding company with no equity ownership in the VIE," as well as your
discussion of "the VIE with which we have maintained contractual arrangements."  In
future filings, please disclose that this structure involves unique risks to investors. If true,
disclose that these contracts have not been tested in court. Where you disclose that
"[i]nvestors in our ADSs are not purchasing equity interest in the VIE . . . ," also clarify
that investors may never hold equity interests in the Chinese operating company. State
that "[t]he PRC regulatory authorities could disallow the VIE structure, which would
likely result in a material adverse change in our operations, and our ADSs may decline

 FirstName LastNameVivien Weiwei Wang
 Comapany NameiHuman Inc.
 August 3, 2023 Page 3
 FirstName LastNameVivien Weiwei Wang
iHuman Inc.
August 3, 2023
Page 3
significantly in value," as you do on page 16, and revise to also disclose that such ADSs
may become worthless. Provide a cross-reference to your detailed discussion of risks
facing the company and the offering as a result of this structure. Last, please revise the
order of your sub-section under Item 3 so that this discussion is the first sub-section
discussed in your Item 3 disclosure. Please tell us what your disclosure will look like.
6.We note your disclosure that "[a] series of contractual agreements, including powers of
attorneys, exclusive call option agreement, exclusive management services and business
cooperation agreement, and equity interest pledge agreement have been entered into by
and among our subsidiaries, the VIE and its shareholders," as well as your cross-reference
to the more detailed discussion of such arrangements in your Item 4 section.  In future
filings, please also describe all such contracts here.  Please tell us what your disclosure
will look like.
The Holding Foreign Companies Accountable Act, page 12
7.In future filings, please disclose the location of your auditor's headquarters, and where you
discuss the Holding Foreign Companies Accountable Act throughout your disclosure,
update to clarify that such act was amended by the Consolidated Appropriations Act,
2023. Please tell us what your disclosure will look like.
D. Risk Factors
Summary of Risk Factors
Risks Related to Doing Business in China, page 16
8.In future filings, in your summary of risk factors, revise to specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Last, include individual, specific cross-references
here and in your summary risk factor section entitled "Risks Related to Our Corporate
Structure" to the more detailed discussion of these risks that follows in this section. Please
tell us what your disclosure will look like.
"Our business generates and processes data in the ordinary course, and we are required to
comply with PRC and . . . ", page 23
9.We note your disclosure that "[a]s of the date of this annual report, we have not been

 FirstName LastNameVivien Weiwei Wang
 Comapany NameiHuman Inc.
 August 3, 2023 Page 4
 FirstName LastName
Vivien Weiwei Wang
iHuman Inc.
August 3, 2023
Page 4
informed that we are a critical information infrastructure operator by any government
authorities" and that "it is uncertain whether we would be deemed to be a critical
information infrastructure operator under laws and regulations of mainland China."  In
future filings, please revise to disclose to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.  Please tell us
what your disclosure will look like.
"Significant oversight and discretion by PRC government over our business operation could
result in a material adverse change . . . ", page 43
10.We note your disclosure that "[t]he PRC government has significant oversight and
discretion over the conduct of our business, and may intervene or influence our
operations."  In future filings, please describe any material impact that intervention or
control by the PRC government has or may have on your business or on the value of your
securities.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”)
means “the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.” Please tell us what your disclosure will look like.
"You may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing actions in China . . . ", page 44
11.We note your disclosure that "most of our directors and senior executive officers reside
within China for a significant portion of the time and most of them are PRC nationals."  In
future filings, please identify the relevant individuals, and to the extent that one or more of
your directors or members of senior management is based in Hong Kong, please also state
that is the case and identify them.  Additionally, please include a separate "Enforceability"
section that addresses whether or not investors may bring actions under the civil liability
provisions of the U.S. federal securities laws against you, your officers or directors who
are residents of a foreign country, and whether investors may enforce these civil liability
provisions when your assets, officers, and directors are located outside of the United
States.  Please tell us what your disclosure will look like.
Item 4. Information About The Company
B. Business Overview, page 60
12.You disclose that you rely on certain key operating metrics including monthly average
users (MAUs), average MAUs, average total MAUs, and the number of paying users to
evaluate the performance of your business and to formulate your business plan.  Please
disclose how the management uses these operating metrics in managing or monitoring the
performance of the business, and why these metrics provide useful information to
investors.  Also, tell us and disclose if these metrics constitute key performance indicators
(KPIs) used by the management.  Refer to Staff Release 33-10751.

 FirstName LastNameVivien Weiwei Wang
 Comapany NameiHuman Inc.
 August 3, 2023 Page 5
 FirstName LastName
Vivien Weiwei Wang
iHuman Inc.
August 3, 2023
Page 5
C. Organizational Structure
Contractual Arrangements with the VIE and Its Shareholders, page 94
13.We note your disclosure that "our Company has the power to direct the activities of the
VIE that most significantly impact its economic performance" and "also has the ability
and obligation to absorb substantially all of the profits and all the expected losses of the
VIE that potentially could be significant to the VIE."  Revise to clarify that you have
the power to direct such activities and receive such benefits of the VIE to the extent that
you have satisfied the conditions for consolidation of the VIE under U.S. GAAP, as you
state when you are describing your position as the primary beneficiary of the VIE.  Make
conforming changes in your risk factor on page 36.
Item 5. Operating and Financial Review and Prospects
Key Factors Affecting Our Results of Operations
Our Ability to Increase Average Spending of Paying Users, page 97
14.Please disclose how you calculate or determine average revenue per paying user for your
products.  Discuss the reasons why this metric provides useful information to investors
and include a statement indicating how the management uses the metric in managing or
monitoring the performance of the business.  Also, explain whether this metric is
considered a KPI and how it correlates to revenue growth.  Refer to Staff Release 33-
10751.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 142
15.We note your statement that you reviewed your register of members and public filings
made by its shareholders, in connection with your required submission under paragraph
(a).  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).
16.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4), and (b)(5) are
provided for “iHuman Inc.”  or “the company” as well as “the VIE and VIE’s
subsidiaries.”  We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate
that you have subsidiaries in Hong Kong and China that are not included in your VIEs.
Please note that Item 16I(b) requires that you provide disclosures for yourself and all of
your consolidated foreign operating entities.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
material consolidated foreign operating entities are organized or incorporated and
provide the percentage of your shares or the shares of your consolidated operating

 FirstName LastNameVivien Weiwei Wang
 Comapany NameiHuman Inc.
 August 3, 2023 Page 6
 FirstName LastName
Vivien Weiwei Wang
iHuman Inc.
August 3, 2023
Page 6
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.
17.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
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.
            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.
            You may contact Robert Shapiro at 202-551-3273 or Stephen Kim at 202-551-3291 if
you have questions regarding comments on the financial statements and related matters.  Contact
Kyle Wiley at 202-344-5791 or Christopher Dunham at 202-551-3783 If you have any questions
about comments related to your statu