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United States securities and exchange commission logo
July 24, 2023
Chen Chen
Chief Financial Officer
ATRenew Inc.
12th Floor, No. 6 Building, 433 Songhu Road, Shanghai
People’s Republic of China
Re:ATRenew Inc.
Annual Report on Form 20-F
Filed April 18, 2023
File No. 001-40486
Dear Chen Chen:
            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.
Annual Report on Form 20-F filed April 18, 2023
Item 3. Key Information
The Holding Foreign Companies Accountable Act, page 4
1.In future filings, please disclose the location of your auditor's headquarters.  Additionally,
where you discuss the HFCAA, revise to clarify that such act was amended by the
Consolidated Appropriations Act, 2023, and where you disclose the risk that "the SEC
will prohibit our shares or the ADSs from being traded on a national securities exchange,"
also disclose the related risk that an exchange may determine to delist your ADSs.  Make
conforming changes, as applicable, in your risk factor on page 42.  Tell us what your
disclosure will look like.
Doing Business in China, page 4
2.We note your disclosure discussing the "various risks and uncertainties related to doing
business in China."  In future filings, please revise to clarify that the risks associated with

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operating in China also apply to your operations in Hong Kong.  In this regard, while we
note that you carve-out Hong Kong from your definition of "China" in your Introduction
section, you disclose on page 28 that you have "one regional operation center in Hong
Kong."  Make conforming changes throughout your risk factor discussion as applicable,
and in particular, include risk factor disclosure explaining whether there
are laws/regulations in Hong Kong that result in oversight over data security, how this
oversight impacts the company’s business, and to what extent the company believes that it
is compliant with the regulations or policies that have been issued.  Tell us what your
disclosure will look like.
Our Holding Company Structure, page 5
3.We note your disclosure on page 5 that "[w]e are not an operating company but a Cayman
Islands holding company with operations primarily conducted by our subsidiaries in
China." In future filings, please disclose this statement prominently at the beginning of
your Item 3 disclosure and also disclose that this structure involves unique risks to
investors. Additionally, disclose that investors may never hold equity interests in the
Chinese operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of your ADSs, including that it
could cause the value of such ADSs to significantly decline or become worthless. Provide
a cross-reference to your detailed discussion of risks facing the company as a result of this
structure. Tell us what your disclosure will look like.
4.We note the diagram of "our corporate structure consisting of our principal subsidiaries."
In future filings, to the extent that you continue to include the former VIE in your
structure chart, revise your disclosure to clarify that the structure consists of your principal
subsidiaries and the former VIE, so as to refrain from implying that the former VIE is one
of your subsidiaries.  Also revise the chart so as to use dotted lines, as opposed to solid
lines, to denote the relationships with the former VIE, and clarify that the former VIE is
wound up.  Alternatively, given that you wound up your VIE structure in 2022, consider
removing this aspect of your chart.  In connection therewith, in future filings, identify
clearly the entity in which investors are purchasing their interest and the entity(ies) in
which the company’s operations are conducted.  In this regard, we note your disclosure on
page 45 that "we conduct our business primarily through the former VIE and its
subsidiaries in China."  As you have wound up such former VIE, update your disclosure
throughout the annual report to clarify which entities you conduct your operations through
(e.g., your disclosure on page 42 indicates that you acquired all of the equity ownership in
the former VIE).  Tell us what your disclosure will look like.
5.We note your disclosure that, prior to winding up the VIE, the related "contractual
arrangements allowed us to (i) exercise effective control over Shanghai Wanwuxinsheng
and its subsidiaries, (ii) receive all economic benefits of Shanghai Wanwuxinsheng . . . ."
We also note your disclosure in the subsequent sub-section that "[b]ecause ATRenew Inc.

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and its subsidiaries control the former VIE through contractual arrangements prior to
unwinding . . . ."  In future filings, where you discuss such arrangements, please refrain
from implying that the contractual agreements are equivalent to equity ownership in
the business of the former VIE.  Any references to control or benefits that accrued to you
because of the former VIE should be limited to a clear description of the conditions you
satisfied for consolidation of the former VIE under U.S. GAAP.  Making conforming
changes throughout the annual report, as applicable (e.g., on page 41).  Additionally, we
note your disclosure that "we had control over and were the primary beneficiary of our
consolidated affiliated entities and hence consolidated their financial results and their
subsidiaries into our consolidated financial statements under the U.S. GAAP."  In future
filings, revise your disclosure to clarify that you were the primary beneficiary of the VIE
for accounting purposes.  Last, where you refer to "our former VIE" on page 6, revise to
remove any reference to "our."  Tell us what your disclosure will look like.
Permissions Required from the PRC Authorities for Our Operations , page 5
6.We note your disclosure that "our PRC subsidiaries have obtained the requisite licenses
and permits from the PRC government authorities that are material for the business
operations in China, including, among others . . . ."  The disclosure here should not be
qualified by materiality.  In future filings, make appropriate revisions to your disclosure,
and elaborate upon what you mean by "among others," so as to provide a more detailed
discussion of the permissions or approvals other than the EDI License that are required to
operate your business.  Additionally, here and in the second paragraph of this section,
expand your disclosure to cover you and your Hong Kong intermediate holding
companies, and in each instance where you discuss permits or permissions, also discuss
approvals.  Last, where you discuss whether you are covered by the CSRC and CAC's
permissions requirements, also expand your discussion to address whether you are subject
to permission requirements by any other governmental agency.  Tell us what your
disclosure will look like.
7.In future filings, here and in your risk factors, please describe the consequences to you and
your investors if you or your subsidiaries: (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.  Tell us what your
disclosure will look like.

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8.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you have the requisite licenses and permits to operate your business,
as well as your conclusion that you do not need any permissions from CAC or the CSRC.
In future filings, if true, state as much and explain why such an opinion of counsel was not
obtained.  Additionally, with respect to your conclusion that you are not subject to the
CAC or CSRC requirements, revise to explain the basis for such conclusion.  Make
conforming changes as appropriate in your risk factors discussing CSRC and CAC.  Tell
us what your disclosure will look like.
Transfer of Funds and Other Assets Within Our Organization, page 6
9.We note your disclosure that "[t]o date, no dividends or distributions have been made to
our company by our PRC subsidiaries or the former VIE."  In future filings, expand your
disclosure to cover transfers in addition to dividends or distributions, and also discuss any
transfers, dividends or distributions to or from your investors.  To the extent there were
any additional cash transfers not yet disclosed, quantify such transfers and state the
direction.  Additionally, where you disclose the transfers to and from you, your
intermediate holding companies, your subsidiaries and the former VIEs in the second
paragraph of this section, clarify which entities received or gave which amounts.  With
respect to any of the foregoing transfers, also disclose any applicable tax consequences.
Tell us what your disclosure will look like.
10.We note your disclosure that "our PRC subsidiaries are restricted in their ability to transfer
a portion of their net assets . . . " as well as your quantification of such restricted portions.
In future filings, disclose that, as a result of such restricted portions, the cash and/or assets
may not be available to fund operations or for other use outside of the PRC, and also
include comparable risk factor disclosure.  Additionally, revise here and in your risk
factors to state that, to the extent cash and/or assets in the business are in Hong Kong or
your Hong Kong entities, the cash and/or assets may not be available to fund operations or
for other use outside of Hong Kong 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.  Tell us what your disclosure will look like.
11.To the extent you have cash management policies that dictate how funds are transferred
between you and your subsidiaries, summarize the policies and disclose the source of such
policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.).
Alternatively, state that you have no such cash management policies that dictate how
funds are transferred.  Provide cross-references to this discussion in the risk factors
section.  Tell us what your disclosure will look like.
A. Selected Financial Data, page 7
12.We note that the former VIE constitutes a material part of your consolidated financial
statements. Please provide in tabular form a condensed consolidating schedule that

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disaggregates the operations and depicts the financial position, cash flows, and results of
operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the former VIE
and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the
former VIE, and an aggregation of other entities that are consolidated. The objective of
this disclosure is to allow an investor to evaluate the nature of assets held by, and the
operations of, entities apart from the former VIE, as well as the nature and amounts
associated with intercompany transactions. Any intercompany amounts should be
presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.
D. Risk Factors
Summary of Risk Factors
Risks Related to Doing Business in China, page 11
13.In future filings, in your summary of risk factors, 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 your ADSs. 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 ADSs to investors and cause
the value of such ADSs 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.
"The PRC government's significant oversight over our business operation could result in a
material adverse change in our operations . . . ", page 45
14.We note your disclosure that "[t]he PRC government has significant oversight over the
conduct of our business, and it may influence our operations, which could result in a
material adverse change in our operation and/or the value of our ADSs."  In future filings,
revise to state that the PRC government may intervene or influence your operations at any
time.  Tell us what your disclosure will look like.

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"You may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing actions in China . . . ", page 46
15.We note your disclosure that "almost all of our directors and officers reside within China
and almost all 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, also state that is the case and identify the relevant
individuals.  Please also 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.  Tell us what your
disclosure will look like.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 156
16.We note your statement that you reviewed your register of members and public filings
made by your shareholders in c