Correspondence 0000950170-23-050574 from Dingdong (Cayman) Ltd (DDL)
Dingdong (Cayman) Ltd
Date: Sept. 29, 2023 · CIK: 0001854545 · Accession: 0000950170-23-050574
AI Filing Summary & Sentiment
File numbers found in text: 001-40533
Referenced dates: September 8, 2023
Letter
Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Dingdong (Cayman) Ltd Form 20-F for Fiscal Year Ended December 31, 2022 Filed March 22, 2023 File No. 001-40533
Dear Mr. Stringer and Mr. Parker:
This letter sets forth the response of Dingdong (Cayman) Limited (the “Company”) to the comments contained in the letter dated September 8, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”).
For ease of review, we have set forth below each of the numbered comments of the Staff’s letter and our responses thereto. Further, we will include the revisions proposed in our responses to the Staff’s comments in future annual report filings with the Commission, after the Staff’s completion of its review of our responses. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form 20-F.
Form 20-F for the Fiscal Year Ended December 31, 2022
Introduction, page 1
1.We note that you have excluded Hong Kong and Macau from your definition of “China,” yet it appears that you have a Hong Kong subsidiary. Revise to clarify that the “legal and operational” risks associated with operating in China also apply to operations in Hong Kong/Macau. This disclosure could appear in the definition itself or in an appropriate discussion of legal and operational risks.
Response: In response to the Staff’s comment, we propose to revise the definition of “China” or “PRC” and add the definition of “PRC government” or “State” in the Form 20-F in future filings
Division of Corporation Finance
Office of Trade & Services
Page 2
as follows, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 1 of the Form 20-F.
• “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan;” including Hong Kong, Macau and Taiwan; the only instances in which Hong Kong, Macau and Taiwan are not included in the definition of “China” or “PRC” is when we reference specific laws and regulations that have been adopted by the People’s Republic of China and other legal and tax matters related to the People’s Republic of China;”
• “PRC government” or “State” refers to the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local government entities) and its organs or, as the context requires, any of them;
In addition, we propose to revise certain “China” or “PRC” to “mainland China” to the extent the context requires throughout the Form 20-F in future filings.
2.Revise to discuss the applicable laws and regulations in Hong Kong and/or Macau, as applicable, as well as the related risks and consequences. Disclose how regulatory actions related to data security or anti-monopoly concerns in Hong Kong/Macau have or may impact the company’s ability to conduct its business, accept foreign investment or list on a U.S./foreign exchange. Include risk factor disclosure explaining whether there are laws/regulations in Hong Kong/Macau that result in oversight over data security, how this oversight impacts the company’s business and the offering, and to what extent the company believes that it is compliant with the regulations or policies that have been issued.
Response: In response to the Staff’s comment, we propose to add the following disclosure in the Form 20-F in future filings, with the added disclosure underlined for ease of reference:
Page 5 of the Form 20-F.
……
For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.”
On June 30, 2020, the Standing Committee of the National People’s Congress of the PRC, or the Standing Committee of the NPC, promulgated the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Law of PRC on Safeguarding National Security in Hong Kong, the interpretation of which involves a degree of uncertainty. The PRC government has also recently issued regulations on the
Division of Corporation Finance
Office of Trade & Services
Page 3
supervision of overseas listed PRC businesses, and check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from Mainland China. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the United States, which could cause the value of our ADSs to significantly decline or become worthless. As of the date of this annual report, our Hong Kong subsidiary has not received any inquiry or notice or any objection from any PRC authority or Hong Kong authority. See “Risk Factors-Risks Related to Doing Business in China-Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our existing and future operations in Hong Kong.”
We also propose to add the following additional risk factor in the Amended Form 20-F:
Page 30 of the Form 20-F.
Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our existing and future operations in Hong Kong.
On June 30, 2020, the Standing Committee of the NPC promulgated the Law of the PRC on Safeguarding National Security in Hong Kong. The interpretation of the Law of the PRC on Safeguarding National Security in Hong Kong involves a degree of uncertainty. Recently, the PRC government issued regulations on the supervision of overseas listed PRC businesses. Under the new measures, the PRC government will enhance regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation and insider trading. The PRC government will also check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from Mainland China. However, there can be no assurance that the
Division of Corporation Finance
Office of Trade & Services
Page 4
government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong.
We conduct business operations in the PRC although we have established a subsidiary in Hong Kong, Dingdong Fresh (Hong Kong) Limited, as a holding company to facilitate overseas securities offering. As of the date of this annual report, Dingdong Fresh (Hong Kong) Limited has not received any inquiry or notice or any objection from any PRC authority or Hong Kong authority. Although none of our business activities appear to be within the current targeted areas of concern mentioned above by the PRC government as our Hong Kong subsidiary is a holding company with no business operations as of the date of the annual report, given the PRC government’s significant oversight over the conduct of business operations in China and in Hong Kong, and in light of the PRC government’s recent extension of authority not only in China but into Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in the PRC can change quickly with little advance notice. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the U.S., which could cause the value of our ADSs to significantly decline or become worthless.
Item 3. Key Information
Our Corporate Structure, page 4
3.Please disclose prominently that you are not a Chinese operating company and that your holding company structure involves unique risks to investors. 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 securities, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross reference to your detailed discussion of risks facing the company and the offering as a result of this structure.
Response: In response to the Staff’s comment, we propose to add the following disclosure in the Form 20-F in future filings, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 4 of the Form 20-F.
Our Corporate Structure
Dingdong (Cayman) Limited is not a Chinese operating company, but a Cayman Islands holding company with no material operations of its own. We conduct our operations through our subsidiaries located in China, or PRC subsidiaries. Investors in the ADSs are not purchasing equity securities beneficial equity interests in Dingdong (Cayman) Limited, the of our PRC subsidiaries but instead are purchasing equity securities of a Cayman Islands holding company,
Division of Corporation Finance
Office of Trade & Services
Page 5
rather than purchasing beneficial equity interests in any of our operating companies. This holding company structure involves unique risks to investors. As a holding company, Dingdong (Cayman) Limited may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. The ability of our subsidiaries to pay dividends or make distributions to Dingdong (Cayman) Limited may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In addition, if any regulatory authorities disallow this holding company structure or limit or hinder our ability to conduct our business through, receive dividends or distributions from, or transfer funds to, the operating companies or list on a U.S. or other foreign exchange, the value of our securities could decline significantly or become worthless. See “Item 3. Key Information— Our Corporate Structure.”
Page 5 of the Form 20-F.
Dingdong (Cayman) Limited is not a Chinese operating company, but a Cayman Islands holding company with no material operations of its own. We conduct our operations through our PRC subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, the ability of Dingdong (Cayman) Limited to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends primarily paid by our PRC subsidiaries.
……
4.Include a diagram of the company’s corporate structure, identifying the person or entity that owns the equity in each depicted entity.
Response: In response to the Staff’s comments, we propose to add the referenced diagram in the Form 20-F in future filings as follows:
Page 4 of the Form 20-F.
The following diagram illustrates our corporate structure, including our principal subsidiaries, as of December 31, 2022:
Division of Corporation Finance
Office of Trade & Services
Page 6
The Holding Foreign Companies Accountable Act, page 4
5.Please revise to acknowledge here and elsewhere as appropriate that the Holding Foreign Companies Accountable Act was amended by the Consolidated Appropriations Act, 2023.
Response: In response to the Staff’s comments, we propose to add the following disclosure in the Form 20-F in future filings, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 4 of the Form 20-F.
The Holding Foreign Companies Accountable Act
Pursuant to tThe Holding Foreign Companies Accountable Act, or the HFCA Act, as amended by the Consolidated Appropriations Act that was signed into law on December 29, 2022,was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
……
Page 27 of the Form 20-F
The PCAOB had historically been unable to inspect our auditor in relation to their audit work. Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in
Division of Corporation Finance
Office of Trade & Services
Page 7
China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Pursuant to the HFCA Act, as amended by the Consolidated Appropriations Act that was signed into law on December 29, 2022, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
……
Cash Flows through Our Organization, page 5
6.Include the disclosure in this section in Item 5. of your Form 20-F as well.
Response: In response to the Staff’s comment, we propose to add the following disclosure in the Amended Form 20-F, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 92 of the Form 20-F.
Dingdong (Cayman) Limited is not a Chinese operating company, but
Show Raw Text
CORRESP
1
filename1.htm
CORRESP
September 29, 2023
VIA CORRESPONDENCE
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Scott Stringer
Joel Parker
Re:
Dingdong (Cayman) Ltd
Form 20-F for Fiscal Year Ended December 31, 2022
Filed March 22, 2023
File No. 001-40533
Dear Mr. Stringer and Mr. Parker:
This letter sets forth the response of Dingdong (Cayman) Limited (the “Company”) to the comments contained in the letter dated September 8, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”).
For ease of review, we have set forth below each of the numbered comments of the Staff’s letter and our responses thereto. Further, we will include the revisions proposed in our responses to the Staff’s comments in future annual report filings with the Commission, after the Staff’s completion of its review of our responses. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form 20-F.
Form 20-F for the Fiscal Year Ended December 31, 2022
Introduction, page 1
1.We note that you have excluded Hong Kong and Macau from your definition of “China,” yet it appears that you have a Hong Kong subsidiary. Revise to clarify that the “legal and operational” risks associated with operating in China also apply to operations in Hong Kong/Macau. This disclosure could appear in the definition itself or in an appropriate discussion of legal and operational risks.
Response: In response to the Staff’s comment, we propose to revise the definition of “China” or “PRC” and add the definition of “PRC government” or “State” in the Form 20-F in future filings
Division of Corporation Finance
Office of Trade & Services
Page 2
as follows, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 1 of the Form 20-F.
• “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan;” including Hong Kong, Macau and Taiwan; the only instances in which Hong Kong, Macau and Taiwan are not included in the definition of “China” or “PRC” is when we reference specific laws and regulations that have been adopted by the People’s Republic of China and other legal and tax matters related to the People’s Republic of China;”
• “PRC government” or “State” refers to the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local government entities) and its organs or, as the context requires, any of them;
In addition, we propose to revise certain “China” or “PRC” to “mainland China” to the extent the context requires throughout the Form 20-F in future filings.
2.Revise to discuss the applicable laws and regulations in Hong Kong and/or Macau, as applicable, as well as the related risks and consequences. Disclose how regulatory actions related to data security or anti-monopoly concerns in Hong Kong/Macau have or may impact the company’s ability to conduct its business, accept foreign investment or list on a U.S./foreign exchange. Include risk factor disclosure explaining whether there are laws/regulations in Hong Kong/Macau that result in oversight over data security, how this oversight impacts the company’s business and the offering, and to what extent the company believes that it is compliant with the regulations or policies that have been issued.
Response: In response to the Staff’s comment, we propose to add the following disclosure in the Form 20-F in future filings, with the added disclosure underlined for ease of reference:
Page 5 of the Form 20-F.
……
For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.”
On June 30, 2020, the Standing Committee of the National People’s Congress of the PRC, or the Standing Committee of the NPC, promulgated the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Law of PRC on Safeguarding National Security in Hong Kong, the interpretation of which involves a degree of uncertainty. The PRC government has also recently issued regulations on the
2
Division of Corporation Finance
Office of Trade & Services
Page 3
supervision of overseas listed PRC businesses, and check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from Mainland China. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the United States, which could cause the value of our ADSs to significantly decline or become worthless. As of the date of this annual report, our Hong Kong subsidiary has not received any inquiry or notice or any objection from any PRC authority or Hong Kong authority. See “Risk Factors-Risks Related to Doing Business in China-Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our existing and future operations in Hong Kong.”
We also propose to add the following additional risk factor in the Amended Form 20-F:
Page 30 of the Form 20-F.
Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact our existing and future operations in Hong Kong.
On June 30, 2020, the Standing Committee of the NPC promulgated the Law of the PRC on Safeguarding National Security in Hong Kong. The interpretation of the Law of the PRC on Safeguarding National Security in Hong Kong involves a degree of uncertainty. Recently, the PRC government issued regulations on the supervision of overseas listed PRC businesses. Under the new measures, the PRC government will enhance regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation and insider trading. The PRC government will also check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from Mainland China. However, there can be no assurance that the
3
Division of Corporation Finance
Office of Trade & Services
Page 4
government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong.
We conduct business operations in the PRC although we have established a subsidiary in Hong Kong, Dingdong Fresh (Hong Kong) Limited, as a holding company to facilitate overseas securities offering. As of the date of this annual report, Dingdong Fresh (Hong Kong) Limited has not received any inquiry or notice or any objection from any PRC authority or Hong Kong authority. Although none of our business activities appear to be within the current targeted areas of concern mentioned above by the PRC government as our Hong Kong subsidiary is a holding company with no business operations as of the date of the annual report, given the PRC government’s significant oversight over the conduct of business operations in China and in Hong Kong, and in light of the PRC government’s recent extension of authority not only in China but into Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in the PRC can change quickly with little advance notice. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the U.S., which could cause the value of our ADSs to significantly decline or become worthless.
Item 3. Key Information
Our Corporate Structure, page 4
3.Please disclose prominently that you are not a Chinese operating company and that your holding company structure involves unique risks to investors. 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 securities, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross reference to your detailed discussion of risks facing the company and the offering as a result of this structure.
Response: In response to the Staff’s comment, we propose to add the following disclosure in the Form 20-F in future filings, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 4 of the Form 20-F.
Our Corporate Structure
Dingdong (Cayman) Limited is not a Chinese operating company, but a Cayman Islands holding company with no material operations of its own. We conduct our operations through our subsidiaries located in China, or PRC subsidiaries. Investors in the ADSs are not purchasing equity securities beneficial equity interests in Dingdong (Cayman) Limited, the of our PRC subsidiaries but instead are purchasing equity securities of a Cayman Islands holding company,
4
Division of Corporation Finance
Office of Trade & Services
Page 5
rather than purchasing beneficial equity interests in any of our operating companies. This holding company structure involves unique risks to investors. As a holding company, Dingdong (Cayman) Limited may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. The ability of our subsidiaries to pay dividends or make distributions to Dingdong (Cayman) Limited may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In addition, if any regulatory authorities disallow this holding company structure or limit or hinder our ability to conduct our business through, receive dividends or distributions from, or transfer funds to, the operating companies or list on a U.S. or other foreign exchange, the value of our securities could decline significantly or become worthless. See “Item 3. Key Information— Our Corporate Structure.”
Page 5 of the Form 20-F.
Dingdong (Cayman) Limited is not a Chinese operating company, but a Cayman Islands holding company with no material operations of its own. We conduct our operations through our PRC subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, the ability of Dingdong (Cayman) Limited to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends primarily paid by our PRC subsidiaries.
……
4.Include a diagram of the company’s corporate structure, identifying the person or entity that owns the equity in each depicted entity.
Response: In response to the Staff’s comments, we propose to add the referenced diagram in the Form 20-F in future filings as follows:
Page 4 of the Form 20-F.
The following diagram illustrates our corporate structure, including our principal subsidiaries, as of December 31, 2022:
5
Division of Corporation Finance
Office of Trade & Services
Page 6
The Holding Foreign Companies Accountable Act, page 4
5.Please revise to acknowledge here and elsewhere as appropriate that the Holding Foreign Companies Accountable Act was amended by the Consolidated Appropriations Act, 2023.
Response: In response to the Staff’s comments, we propose to add the following disclosure in the Form 20-F in future filings, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 4 of the Form 20-F.
The Holding Foreign Companies Accountable Act
Pursuant to tThe Holding Foreign Companies Accountable Act, or the HFCA Act, as amended by the Consolidated Appropriations Act that was signed into law on December 29, 2022,was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
……
Page 27 of the Form 20-F
The PCAOB had historically been unable to inspect our auditor in relation to their audit work. Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in
6
Division of Corporation Finance
Office of Trade & Services
Page 7
China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Pursuant to the HFCA Act, as amended by the Consolidated Appropriations Act that was signed into law on December 29, 2022, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
……
Cash Flows through Our Organization, page 5
6.Include the disclosure in this section in Item 5. of your Form 20-F as well.
Response: In response to the Staff’s comment, we propose to add the following disclosure in the Amended Form 20-F, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:
Page 92 of the Form 20-F.
Dingdong (Cayman) Limited is not a Chinese operating company, but