View:
United States securities and exchange commission logo
April 4, 2022
Ren Yong
Chief Executive Officer
Puyi Inc.
42F, Pearl River Tower
No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe
Guangzhou, Guangdong, Province
People's Republic of China
Re: Puyi Inc.
Amendment No. 2 to
Registration
Statement on Form F-3
Filed January 27,
2022
File No. 333-261063
Dear Mr. Yong:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 7, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
1. Please revise your
cover page and throughout to remove the disclosure that you
effectively control
the business operations of the VIEs and that you have the power to
direct the most
significant activities of the VIEs to clarify that you have contractual
relationships with the
VIEs and may be unable to enforce the terms of such agreements.
Similarly, please
remove the disclosure throughout that refers to the VIEs as our VIEs
and "our subsidiaries
and VIEs," and revise throughout to remove disclosure stating that
Ren Yong
FirstName
Puyi Inc. LastNameRen Yong
Comapany
April NamePuyi Inc.
4, 2022
April 24, 2022 Page 2
Page
FirstName LastName
you or your investors do not have "direct" equity ownership or
"direct" ownership of the
VIEs as such disclosure suggests a possibility of indirect ownership.
In addition, please
revise your cover page, summary of the risk factors and risk factors
to state that the
contracts with the VIEs have never been tested in court.
2. Please expand your disclosure on the cover page, the prospectus
summary, the summary
of the risk factors and the risk factors to describe recent statements
and regulatory actions
by China s government related to anti-monopoly concerns and to
address such statements
and regulatory actions that have or may impact your ability to conduct
business, accept
foreign investments, or list on a U.S. or other foreign exchange. In
addition, please update
your disclosure regarding the CAC and the CSRC s rules on overseas
offerings.
3. Please revise to state whether any cash transfers have been made to
date between you,
your subsidiaries, and the consolidated VIEs, or to investors,
quantify the amounts where
applicable, include cross-references to the condensed consolidating
schedule and the
consolidated financial statements. In addition, please discuss whether
there are limitations
on your ability to transfer cash between you, your subsidiaries, the
consolidated VIEs or
investors, and disclose here, in the summary of the risk factors and
in the risk factors that
there is no assurance that China s government will not intervene or
impose restrictions on
the ability of you, your subsidiaries, and the consolidated VIEs to
transfer cash. Also,
please include a cross-reference to where you address these issues in
greater detail in your
prospectus summary, and revise your prospectus summary to disclose
whether you have
cash management policies that dictate how funds are transferred
between you, your
subsidiaries, the consolidated VIEs, or to investors. To the extent
that you do have such
cash management policies, please summarize the policies on your cover
page or state that
you do not have cash management policies that dictate how funds are
transferred.
4. We note your disclosure regarding the Holding Foreign Companies
Accountable Act.
Please also disclose on the cover page that the United States Senate
has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to
two years, and thus, the
company's shares could be prohibited from trading and delisted after
two years instead of
three. Also, add similar disclosure to the forth bullet in the summary
of risk factors.
Prospectus Summary, page 5
5. Please include cross-references to where the risks identified in your
Risks Related to Our
Corporate Structure and the Risks Related to Doing Business in China
sections of the
Summary of Risk Factors are discussed in greater detail in the
prospectus.
Permission Required from the PRC Authorities for Our Operation and This
Offering, page 10
6. We note your disclosure that you are not required to obtain
permissions from Chinese
authorities to operate your businesses and offer securities to foreign
investors, including
permissions from the CSRC. State here whether you, your subsidiaries,
or the VIEs are
covered by permissions requirements from the Cyberspace Administration
of China
Ren Yong
Puyi Inc.
April 4, 2022
Page 3
(CAC) and 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. In addition, please disclose how you determined that such
permissions are not
required. It appears that you have relied on the advice of ETR Law
Firm to determine
whether you have obtained all the necessary permissions or approvals.
If true, please
disclose here.
Holding Company Structure and Contractual Arrangements with the VIE, page 11
7. Please expand your disclosure in the prospectus summary to describe
all restrictions on
foreign exchange and your ability to transfer cash between entities,
across borders, and to
U.S. investors and to describe all restrictions and limitations on
your ability to distribute
earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to
the parent company and U.S. investors as well as the ability to settle
amounts owed under
the VIE agreements. Please clarify, if true, that most of your cash is
in Renminbi, and
address the possibility that the PRC could prevent the cash maintained
from leaving the
PRC, could restrict deployment of the cash into the business and
restrict the ability to pay
dividends. Also add similar risk factor disclosure.
Enforceability of Civil Liabilities, page 47
8. To the extent any of your officers or directors are located in China
or Hong Kong, please
expand your disclosure to clarify this and address the difficulty of
bringing actions against
these individuals and enforcing judgments against them. Also add
similar risk factor
disclosure.
Please contact John Stickel at 202-551-3324 or Sonia Bednarowski at
202-551-3666 with
any questions.
FirstName LastNameRen Yong Sincerely,
Comapany NamePuyi Inc.
Division of
Corporation Finance
April 4, 2022 Page 3 Office of
Finance
FirstName LastName