SEC Comment Letter 0000000000-23-008467 to RLX Technology Inc. (RLX) (CIK 0001828365) (RLX)
RLX Technology Inc. (RLX) (CIK 0001828365)
Date: Aug. 4, 2023 · CIK: 0001828365 · Accession: 0000000000-23-008467
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File numbers found in text: 001-39902
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United States securities and exchange commission logo
August 4, 2023
Ying Wang
Chief Executive Officer
RLX Technology Inc.
19/F, Building 1, Junhao Central Park Plaza
No. 10 South Chaoyang Park Avenue
Chaoyang District, Beijing 100026
People’s Republic of China
Re:RLX Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39902
Dear Ying Wang:
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 157
1.We note your statement that you reviewed your register of members and public filings
made by your 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).
FirstName LastNameYing Wang
Comapany NameRLX Technology Inc.
August 4, 2023 Page 2
FirstName LastName
Ying Wang
RLX Technology Inc.
August 4, 2023
Page 2
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
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.
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 Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Li He