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United States securities and exchange commission logo
May 31, 2023
Jun Jiang
Chief Operating Officer
Jinxin Technology Holding Co
Floor 8, Building D, Shengyin Building
Shengxia Road 666
Pudong District, Shanghai 201203
People s Republic of China
Re: Jinxin Technology
Holding Co
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 17,
2023
CIK No. 0001967631
Dear Jun Jiang:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1. We note your response
to comment 2 and reissue in part. Please revise your disclosure
here and elsewhere as
appropriate to specifically address how recent statements and
regulatory actions by
China s government relating to education and after-school tutoring
have or may impact the
company s ability to conduct its business, accept foreign
investments, or list on
a U.S. or other foreign exchange.
Jun Jiang
FirstName LastNameJun Jiang
Jinxin Technology Holding Co
Comapany
May NameJinxin Technology Holding Co
31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
2. We note your response to comment 5 and reissue in part. In this
regard, we note your
statement that "funds can be transferred in accordance with the
applicable PRC laws and
regulations without limitations." Please revise your disclosure here
and elsewhere as
appropriate to specifically discuss whether there are limitations on
your ability to transfer
cash between you, your subsidiaries, the consolidated VIE or
investors. Additionally,
please provide a cross-reference to your discussion of this issue in
your summary risk
factors, and risk factors sections.
Risk Factors
A significant portion of our revenue is contributed by a limited number of key
customers . . .,
page 27
3. We note your response to comment 15 and reissue in part. Please
identify by name, here
and elsewhere as appropriate, the subsidiary upon whose partnership
you represent you
are materially dependent.
We are subject to the oversight of the CAC and it is unclear how such oversight
may impact us . .
.., page 44
4. We note your response to comment 17 and reissue. Please affirmatively
state whether or
not you believe that you are compliant with the regulations or
policies that have been
issued by the CAC to date.
It may be difficult for U.S. regulatory bodies to conduct investigation or
inspections of our
operations in China . . ., page 46
5. We note your response to comment 26 and reissue in part. Please revise
your disclosure
here and elsewhere as appropriate to (i) affirmatively state that you
have one or more
directors, officers or members of senior management located in the PRC
or Hong
Kong and (ii) identify the relevant individuals.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Year ended December 31, 2022 compared to year ended December 31, 2021
Net Revenues, Revenue from individual users, page 78
6. We note your revised disclosure regarding changes in pricing for
various subscription
plans in response to comment 20. Your discussion does not quantify
changes in the
number of paying subscribers for these subscription plans or
attributed to the introduction
of new product offerings. Please quantify changes in the number of
subscribers for your
various subscription plans and pricing levels, and the correlation to
the increase in revenue
from individual paying learners in 2022. Referencing the expansion of
the scope of your
product offerings in 2022 attracting more users, discuss and quantify
how the introduction
of new product offerings resulted in additional paying subscribers.
For example, consider
discussing the expansion of product offerings in terms of the types
and quantities
Jun Jiang
Jinxin Technology Holding Co
May 31, 2023
Page 3
accessible on your "smart digital apps" and digital content which are
available to paying
subscribers as disclosed on pages 96 and F-18. Refer to Item 5A.1 of Form
20-F as
referenced from Item 4a of Form F-1.
Operating Expenses
General and administrative expenses, page 80
7. You disclose reductions in employee headcount as part of your
restructuring plans related
to staff optimization and cost reduction efforts in response to comment
21, but do
not quantify the impact on your results of operations. Please revise your
disclosure to
quantify the variances in key components of general and administrative
expenses driving the approximate 56% decrease and the impact on your
results of
operations for the year ended December 31, 2022. Refer to Item 5A of Form
20-F as
referenced from Item 4a of Form F-1.
General
8. Please provide us with supplemental copies of all written communications,
as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
have presented or expect to present to potential investors in reliance on
Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies
of those
communications. Please contact the staff member associated with the
review of this filing
to discuss how to submit the materials, if any, to us for our review.
You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at (202) 551-6022 or Dietrich King at (202) 551-8071 with
any other
questions.
Sincerely,
FirstName LastNameJun Jiang
Division of
Corporation Finance
Comapany NameJinxin Technology Holding Co
Office of Trade &
Services
May 31, 2023 Page 3
cc: Steve Lin
FirstName LastName