Q&K International Group Limited

Suite 1607, Building A

No.596 Middle Longhua Road

Xuhui District, Shanghai, 200032

People’s Republic of China

November 5, 2021

VIA EDGAR

Jeffrey Lewis

Shannon Menjivar

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Lewis and Ms. Menjivar:

In response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated September 20, 2021 (the “Comment Letter”), to the Form 20-F for the fiscal year ended September 30, 2020 of the Company filed on February 16, 2021 (the “FY 2020 20-F”), the Company submits this letter containing its responses to the Comment Letter via EDGAR to the Commission.

By way of background, on October 26, 2021, the Company sold all of its equity interest in Shanghai Qingke Investment Consulting Co., Ltd. (the “Former WFOE”), which was a wholly-owned subsidiary of the Company in China prior to the disposition, to Wangxiancai Limited, which is beneficially owned by the legal representative and executive director of one of the Company’s subsidiaries, a related party, for nominal consideration (the “Disposal”). The Former WFOE has a series of contractual arrangements with Shanghai Qingke E-commerce Co., Ltd (the “Former VIE”), the Company’s former variable interest entity, through which the Company carried out certain rental apartment operation business prior to the Disposal. The Former WFOE and the Former VIE, on a consolidated basis, had been loss making. According to the contractual arrangements, the Former VIE agrees to pay service fees equivalent to no less than 100% of its annual net profit to the Former WFOE. However, the Former VIE had never paid any service fee to the Former WFOE under the contractual arrangement as it had been loss making. The Disposal was performed to dedicate the Company’s business resources to operate higher-quality rental apartments through the Company’s subsidiaries in China. As a result of the Disposal, the Company no longer conducts any operation through a variable interest entity.

For the Staff’s background, the VIE structure was previously set up to give the Company flexibility to potentially expand into areas where PRC laws restrict or limit direct foreign investment. None of the Company’s business is prohibited or restricted from direct foreign investment pursuant to the PRC laws.

The Disposal was announced on October 26, 2021 through a press release, as well as on Form 6-K.

Securities and Exchange Commission

Page 2 of 18

The following structure chart reflects the Company’s corporate structure as of the date hereof after the Disposal.

The percentage of the revenue generated from the Former WFOE and the Former VIE and its subsidiaries out of the Company’s consolidated total net revenues is estimated to decrease significantly from the fiscal year ended September 30, 2020 (“FY 2020”) to the fiscal year ended September 30, 2021 (“FY 2021”), as the Company dedicated its business resources to operate higher-quality rental apartments through its subsidiaries in China and reduced its operation under the Former WFOE and the Former VIE and its subsidiaries during FY 2021.

As a result of the Disposal, the Company no longer conducts any operation through a variable interest entity and the Company respectfully submits to the Staff that the disclosures related to the VIE structure as requested in the Comment Letter may not be relevant or meaningful to the investors in future filings. The Company will make applicable changes to reflect the Disposal in the Form 20-F for FY 2021 of the Company (the “FY 2021 20-F”).

For your convenience, the Staff’s comments from the Comment Letter are repeated below in bold, followed by the Company’s responses.

Securities and Exchange Commission

Page 3 of 18

Form 20-F filed February 16, 2021

Part I, page 1

The Company will disclose that investors in the Company’s securities have purchased securities of a holding company incorporated in the Cayman Islands at the outset of Part I of its FY 2021 20-F to address the Staff’s comment.

The Company respectfully submits that it is exposed to legal and operational risks associated with its operations in China. The PRC government has significant authority to exert influence on the ability of a company with operations in China, including the Company, to conduct its business. Changes in China’s economic, political or social conditions or government policies could materially and adversely affect its business and results of operations. The Company is subject to risks due to the uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the risks of uncertainty about any future actions of the PRC government on U.S. listed companies. The Company may also be subject to sanctions imposed by PRC regulatory agencies, including Chinese Securities Regulatory Commission (“CSRC”), if it fails to comply with their rules and regulations. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies having operations in China, including the Company, could significantly limit or completely hinder its ability to offer or continue to offer securities to investors, and cause the value of its securities to significantly decline or become worthless. These China-related risks could result in a material change in the Company’s operations and/or the value of its securities, or could significantly limit or completely hinder its ability to offer securities to investors in the future and cause the value of its securities to significantly decline or become worthless.

Securities and Exchange Commission

Page 4 of 18

The PRC government may exert, at any time, substantial intervention and influence over the manner the Company’s operations. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews and new laws and regulations related to data security, and expanding the efforts in anti-monopoly enforcement. On July 10, 2021, the Cyberspace Administration of China (“CAC”) issued a draft of the revised Measures of Cybersecurity Review for public comment until July 25, 2021, or, the Revised Draft Measures, which, if adopted into law, would require cyberspace operators with personal information of more than one million users to file for cybersecurity review with the Cybersecurity Review Office (“CRO”), in the event such operators plan for an overseas listing. As advised by the Company’s PRC legal counsel, JunHe LLP, the Revised Draft Measures were released for public comment and have not yet been adopted into law, and its implementation provisions may be different from the draft as proposed and adoption or effective date remains substantially uncertain. Given the fragmented nature of the long-term rental apartment market in China, , the Company and its PRC legal counsel, JunHe LLP, are of the view that, as of the date hereof, the statements and regulatory actions by China’s government related to anti-monopoly concerns do not have a material adverse impact on its business.

Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and how existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on its daily business operation, its ability to accept foreign investments and listing on a U.S. or other foreign exchanges. In addition, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and the Company cannot rule out the possibility that it will in the future release regulations or policies regarding any other industry including the industry in which the Company operate, which could adversely affect its business, financial condition and results of operations.

The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal information and important data worldwide is rapidly evolving in PRC and is likely to remain uncertain for the foreseeable future. Regulatory authorities in China have implemented and are considering a number of legislative and regulatory proposals concerning data protection. For example, the PRC Cyber Security Law, which became effective in June 2017, established China’s first national-level data protection for “network operators,” which may include all organizations in China that connect to or provide services over the internet or other information network. The PRC Data Security Law, which was promulgated by the Standing Committee of PRC National People’s Congress, or the SCNPC, on June 10, 2021 and became effective on September 1, 2021, outlines the main system framework of data security protection. Furthermore, the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law, which were issued by the General Office of the State Council and another authority on July 6, 2021, require the relevant regulators to coordinate and accelerate amendments of legislation on the confidentiality and archive management related to overseas issuance and listing of securities, and to improve the legislation on data security, cross-border data flow and management of confidential information.

Securities and Exchange Commission

Page 5 of 18

In addition, regulations, guidelines and other measures are expected to be adopted. Drafts of some of these laws, regulations or measures have now been published, including (i) the draft rules on cross-border data transfers of personal information and important data published by CAC in 2017, which may, upon enactment, require security review before transferring human health-related data out of China (ii) the Draft Personal Information Protection Law promulgated by the SCNPC in 2020 and passed the second deliberation of the SCNPC in April 2021, which outlines the main system framework and comprehensive requirements of personal information protection and processing, and (iii) the draft amendment to the Measures for Cyber Security Review published by CAC in July 2021, which provides that, among others, an application for cybersecurity review must be made by an issuer that is a “critical information infrastructure operator” or a “data processing operator” as defined therein before such issuer’s securities become listed in a foreign country, if the issuer possesses personal information of more than 1 million users, and that the relevant governmental authorities in the PRC may initiate cybersecurity review if such governmental authorities determine an operator’s cyber products or services, data processing or potential listing in a foreign country affect or may affect China’s national security. Under the current PRC cybersecurity laws in China, critical information infrastructure operators that intend to purchase internet products and services that may affect national security must be subject to the cybersecurity review. On July 30, 2021, the State Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. The regulations require, among others, that certain competent authorities shall identify critical information infrastructures. If any critical information infrastructure is identified, they shall promptly notify the relevant operators and the Ministry of Public Security. Currently, the Cybersecurity Law has not directly affected the Company’s business and operations, but in anticipation of the strengthened implementation of cybersecurity laws and regulations and the expansion of its business, the Company face potential risks if it is deemed as a critical information infrastructure operator under the Cybersecurity Law. In such case, the Company must fulfill certain obligations as required under the Cybersecurity Law and other applicable laws, including, among others, storing personal information and important data collected and produced within the PRC territory during its operations in China, which the Company is already doing in its business, and it may be subject to review when purchasing internet products and services. If a final version of the Revised Draft Measures are adopted, the Company may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to its internal policies and practices in data processing.

Securities and Exchange Commission

Page 6 of 18

As of the date hereof, the Company has not been involved in any investigations on cybersecurity review made by the CAC on such basis, and it has not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, the Company and its PRC legal counsel do not expect that, as of the date hereof, the current applicable PRC laws on cybersecurity would have a material adverse impact on its business.

On September 1, 2021, the Data Security Law of the People’s Republic of China (“the PRC Data Security Law”) became effective, which imposes data security and privacy obligations on entities and individuals conducting data-related activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. As of the date hereof, the Company has not been involved in any investigations on data security compliance made in connection with the PRC Data Security Law, and it has not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, the Company do not expect that, as of the date hereof, the PRC Data Security Law would have a material adverse impact on its business.

On July 6, 2021, the relevant PRC governmental authorities publicated the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As these opinions were recently issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage. As of the date hereof, the Company has not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC government authorities. Based on the foregoing and the currently effective PRC laws, the Company and its PRC legal counsel, JunHe LLP, are of the view that, as of the date hereof, these opinions do not have a material adverse impact on its business.

As there are still uncertainties regarding these new laws and regulations as well as the amendment, interpretation and implementation of the existing laws and regulations related to cybersecurity and data protection, The Company cannot assure you that it will be able to comply with these laws and regulations in all respects. The regulatory authorities may deem the Company’s activities or services non-compliant and therefore require the Company to suspend or terminate its business. The Company may also be subject to fines, legal or administrative sanctions and other adverse consequences, and may not be able to become in compliance with relevant laws and regulations in a timely manner, or at all. These may materially and adversely affect its business, financial condition, results of operations and reputation.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

Securities and Exchange Commission

Page 7 of 18

As mentioned at the beginning of this letter, the Company no longer conducts any operation through any variable interest entity. As such, the Company will define “we,” “us,” “our company” and “our” as the holding company and its subsidiaries and will not use these terms when describing activities or functions of the Former VIE and its subsidiaries in the FY 2021 20-F. The Company will refer “Shanghai Qingke E-commerce Co., Ltd” as the “Former VIE” in the FY 2021 20-F. The Company will also disclose that investors in the Company’s securities have purchased securities of a holding company incorporated in the Cayman Islands in its FY 2021 20-F to address the Staff’s comment.

Item 3. Key Information, page 5

As mentioned at the beginning of this letter, the Company no longer conducts any operation through any variable interest entity. The Company will include the Company’s structure charts both before and after the Disposal in FY 2021 20-F.

Securities and Exchange Commission

Page 8 of 18

The Company respectfully submits that, as mentioned in its response to comment 2, it is exposed to legal and operational risks associated with its operations in China. The PRC government has significant authority to exert influence on the ability of a company with operations in China, including the Company, to conduct its business. Changes in China’s economic, political or social conditions or government policies could materially and adversely affect its business and results of operations. The Company is subject to risks due to the uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the risks of uncertainty about any future actions of the PRC government on U.S. listed companies. The Company may also be subject to sanctions imposed by PRC regulatory agencies, including CSRC, if it fails to comply with their rules and regulations. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies having operations in China, including the Company, could significantly limit or completely hinder its ability to offer or continue to offer securities to investors, and cause the value of its securities to significantly decline or become worthless. These China-related risks could result in a material change in the Company’s operations and/or the value of its securities, or could significantly limit or completely hinder its ability to offer securities to investors in the future and cause the value of its securities to significantly decline or become worthless.

The PRC government may exert, at any time, substantial intervention and influence over the manner the Company’s operations. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews and new laws and regulations related to data security, and expanding the efforts in anti-monopoly enforcement. On July 10, 2021, the CAC issued a draft of the revised Measures of Cybersecurity Review for public comment until July 25, 2021, or, the Revised Draft Measures, which, if adopted into law, would require cyberspace operators with personal information of more than one million users to file for cybersecurity review with the Cybersecurity Review Office (“CRO”), in the event such operators plan for an overseas listing. As advised by the Company’s PRC legal counsel, JunHe LLP, the Revised Draft Measures were released for public comment and have not yet been adopted into law, and its implementation provisions may be different from the draft as proposed and adoption or effective date remains substantially uncertain. The Company cannot predict the impact of the draft measures, if any, at this stage, and it will closely monitor and assess any development in the rule-making process.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

Securities and Exchange Commission

Page 9 of 18

The Company respectfully submits that, as mentioned in its response to comment 2, under the current PRC cybersecurity laws in China, critical information infrastructure operators that intend to purchase internet products and services that may affect national security must be subject to the cybersecurity review. On July 30, 2021, the State Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. The regulations require, among others, that certain competent authorities shall identify critical information infrastructures. If any critical information infrastructure is identified, they shall promptly notify the relevant operators and the Ministry of Public Security. Currently, the Cybersecurity Law has not directly affected the Company’s business and operations, but in anticipation of the strengthened implementation of cybersecurity laws and regulations and the expansion of its business, the Company face potential risks if it is deemed as a critical information infrastructure operator under the Cybersecurity Law. In such case, the Company must fulfill certain obligations as required under the Cybersecurity Law and other applicable laws, including, among others, storing personal information and important data collected and produced within the PRC territory during its operations in China, which the Company is already doing in its business, and it may be subject to review when purchasing internet products and services. If a final version of the Revised Draft Measures are adopted, the Company may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to its internal policies and practices in data processing.

As of the date hereof, the Company has not been involved in any investigations on cybersecurity review made by the CAC on such basis, and it has not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, the Company and its PRC legal counsel do not expect that, as of the date hereof, the current applicable PRC laws on cybersecurity would have a material adverse impact on its business.

On September 1, 2021, the PRC Data Security Law became effective, which imposes data security and privacy obligations on entities and individuals conducting data-related activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. As of the date hereof, the Company has not been involved in any investigations on data security compliance made in connection with the PRC Data Security Law, and it has not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, the Company do not expect that, as of the date hereof, the PRC Data Security Law would have a material adverse impact on its business.

Securities and Exchange Commission

Page 10 of 18

On July 6, 2021, the relevant PRC governmental authorities publicated the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As these opinions were recently issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage. As of the date hereof, the Company has not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC government authorities. Based on the foregoing and the currently effective PRC laws, the Company and its PRC legal counsel, JunHe LLP, are of the view that, as of the date hereof, these opinions do not have a material adverse impact on its business.

Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and how existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on its daily business operation, its ability to accept foreign investments and listing on a U.S. or other foreign exchanges. In addition, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and the Company cannot rule out the possibility that it will in the future release regulations or policies regarding any other industry including the industry in which the Company operate, which could adversely affect its business, financial condition and results of operations.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

Securities and Exchange Commission

Page 11 of 18

The following table presents the cash flows among the Company, its subsidiaries and the consolidated Former VIE in FY 2018, FY 2019 and FY 2020.

All cash flows above were for financing purposes. No transfer of assets other than cash has occurred among the Company, its subsidiaries and the consolidated Former VIE. The Company’s subsidiaries and the consolidated Former VIE have not made any dividend or distribution to the Company. The Company has not made any dividend or distribution to any U.S. investor. The Former WFOE and the Former VIE, on a consolidated basis, had been loss making and the Former VIE had never paid any service fee to the Former WFOE under the contractual arrangement as it had been loss making.

As a holding company, the Company rely upon dividends paid to it by its subsidiaries in the PRC to pay dividends and to finance any debt the Company may incur. If the Company’s subsidiaries or other consolidated entities or any newly formed subsidiaries or other consolidated entities incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to the Company. In addition, the Company’s subsidiaries and other consolidated entities are permitted to pay dividends to the Company only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Pursuant to laws applicable to entities incorporated in the PRC, each of the Company’s subsidiaries and other consolidated entities in the PRC must make appropriations from after tax profit to a statutory surplus reserve fund. The reserve fund requires annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) after offsetting accumulated losses from prior years, until such reserve reaches 50% of the subsidiary’s registered capital. The reserve fund can only be used to increase the registered capital and eliminate further losses of the respective companies under PRC regulations. These reserves are not distributable as cash dividends, loans or advances. In addition, due to restrictions under PRC laws and regulations, the Company’s PRC subsidiaries and other consolidated entities are restricted in their ability to transfer their net assets to the Company in the form of dividend payments, loans or advances. In addition, under regulations of the State Administration of Foreign Exchange of the PRC (the “SAFE”), Renminbi is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

Securities and Exchange Commission

Page 12 of 18

The Company respectfully submits the table included in this letter as Exhibit A presenting the condensed consolidating schedules depicting the financial position, cash flows and results of operations for the Company, the consolidated Former VIE, the consolidated subsidiaries and any eliminating adjustments as of September 30, 2018, 2019 and 2020 and for FY 2018, FY 2019 and FY 2020. This table follows the line item disclosures with respect to the variable interest entity in Note 2 to the consolidated financial statements included in the FY 2020 20-F.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

The Company respectfully submits that its financial statements as of September 30, 2020 and for FY 2020 contained in the FY 2020 20-F have been audited by Marcum Bernstein & Pinchuk LLP, an independent registered public accounting firm that is headquartered in Manhattan, New York. The Company’s financial statements as of September 30, 2019 and for each of the two years ended September 30, 2019 contained in this annual report have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm that is headquartered in Shanghai, China with offices in other cities in China. Each of Marcum Bernstein & Pinchuk LLP and Deloitte Touche Tohmatsu Certified Public Accountants LLP is a firm registered with the U.S. Public Company Accounting Oversight Board (the “PCAOB”), and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. According to Article 177 of the PRC Securities Law (last amended in March 2020), no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities in China. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. Marcum Bernstein & Pinchuk LLP has been inspected by the PCAOB on a regular basis with the last inspection in 2018 and an ongoing inspection that started in November 2020. However, recent developments with respect to audits of China-based companies create uncertainty about the ability of Marcum Bernstein & Pinchuk LLP to fully cooperate with the PCAOB’s request for audit working papers without the approval of the Chinese authorities. Marcum Bernstein & Pinchuk LLP’s audit working papers related to the Company are located in China. The PCAOB has not requested Marcum Bernstein & Pinchuk LLP to provide the copies of these audit working papers and as a result, Marcum Bernstein & Pinchuk LLP has not sought permission from the Chinese authorities to provide copies of these materials to the PCAOB. In addition, the PCAOB is currently unable to conduct inspections of the work of Deloitte Touche Tohmatsu Certified Public Accountants LLP without the approval of the Chinese authorities. The Company’s ADSs may be delisted under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the PCAOB is unable to inspect auditors with presence in China for three consecutive years. In June 2021, the United States Senate further passed an amendment to the HFCA Act which would accelerate the trading prohibition once the issuer is identified as having a “non-inspection” year from three years to two years, and clarified that the trading prohibition applies to any foreign jurisdiction that prevents inspection. This bill has been sent to the U.S. House for consideration. The delisting of the Company’s ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives its investors with the benefits of such inspections.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

Securities and Exchange Commission

Page 13 of 18

Item 3. Key Information

D. Risk Factors, page 7

The Company respectfully submits that, as mentioned at the beginning of this letter, the Company no longer conducts any operation through any variable interest entity and the Company respectfully submits to the Staff that its comments related to the VIE structure are no longer applicable to the Company.

The Company respectfully submits that recent regulatory developments in China may subject the Company to additional regulatory review and disclosure requirements, expose it to government interference, or otherwise restrict or completely hinder its ability to offer securities and raise capitals outside China, all of which could materially and adversely affect the Company’s business, and cause the value of its securities to significantly decline or become worthless.

As the Company mainly conduct its business in China, it may be subject to PRC laws relating to, among others, data security and restrictions over foreign investments in value-added telecommunications services and other industry sectors set out in the Special Administrative Measures (Negative List) for the Access of Foreign Investment (2020 Edition). Specifically, the Company may be subject to PRC laws relating to the collection, use, sharing, retention security, and transfer of confidential and private information, such as personal information and other data. These PRC laws apply not only to third-party transactions, but also to transfers of information between the Company and its wholly foreign-owned enterprises in China, and other parties with which it has commercial relations. These PRC laws and their interpretations and enforcement continue to develop and are subject to change, and the PRC government may adopt other rules and restrictions in the future.

Securities and Exchange Commission

Page 14 of 18

The Company is exposed to legal and operational risks associated with its operations in China. The PRC government has significant authority to exert influence on the ability of a company with operations in China, including the Company, to conduct its business. Changes in China’s economic, political or social conditions or government policies could materially and adversely affect its business and results of operations. The Company is subject to risks due to the uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the risks of uncertainty about any future actions of the PRC government on U.S. listed companies. The Company may also be subject to sanctions imposed by PRC regulatory agencies, including CSRC, if it fails to comply with their rules and regulations. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in companies having operations in China, including the Company, could significantly limit or completely hinder its ability to offer or continue to offer securities to investors, and cause the value of its securities to significantly decline or become worthless. These China-related risks could result in a material change in the Company’s operations and/or the value of its securities, or could significantly limit or completely hinder its ability to offer securities to investors in the future and cause the value of its securities to significantly decline or become worthless.

The PRC government may exert, at any time, substantial intervention and influence over the manner the Company’s operations. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews and new laws and regulations related to data security, and expanding the efforts in anti-monopoly enforcement. On July 10, 2021, the CAC issued a draft of the revised Measures of Cybersecurity Review for public comment until July 25, 2021, or, the Revised Draft Measures, which, if adopted into law, would require cyberspace operators with personal information of more than one million users to file for cybersecurity review with the Cybersecurity Review Office (“CRO”), in the event such operators plan for an overseas listing. As advised by the Company’s PRC legal counsel, JunHe LLP, the Revised Draft Measures were released for public comment and have not yet been adopted into law, and its implementation provisions may be different from the draft as proposed and adoption or effective date remains substantially uncertain. The Company cannot predict the impact of the draft measures, if any, at this stage, and it will closely monitor and assess any development in the rule-making process.

Securities and Exchange Commission

Page 15 of 18

Under the current PRC cybersecurity laws in China, critical information infrastructure operators that intend to purchase internet products and services that may affect national security must be subject to the cybersecurity review. On July 30, 2021, the State Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. The regulations require, among others, that certain competent authorities shall identify critical information infrastructures. If any critical information infrastructure is identified, they shall promptly notify the relevant operators and the Ministry of Public Security. Currently, the Cybersecurity Law has not directly affected the Company’s business and operations, but in anticipation of the strengthened implementation of cybersecurity laws and regulations and the expansion of its business, the Company face potential risks if it is deemed as a critical information infrastructure operator under the Cybersecurity Law. In such case, the Company must fulfill certain obligations as required under the Cybersecurity Law and other applicable laws, including, among others, storing personal information and important data collected and produced within the PRC territory during its operations in China, which the Company is already doing in its business, and it may be subject to review when purchasing internet products and services. If a final version of the Revised Draft Measures are adopted, the Company may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to its internal policies and practices in data processing.

As of the date hereof, the Company has not been involved in any investigations on cybersecurity review made by the CAC on such basis, and it has not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, the Company and its PRC legal counsel do not expect that, as of the date hereof, the current applicable PRC laws on cybersecurity would have a material adverse impact on its business.

On September 1, 2021, the PRC Data Security Law became effective, which imposes data security and privacy obligations on entities and individuals conducting data-related activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. As of the date hereof, the Company has not been involved in any investigations on data security compliance made in connection with the PRC Data Security Law, and it has not received any inquiry, notice, warning, or sanctions in such respect. Based on the foregoing, the Company do not expect that, as of the date hereof, the PRC Data Security Law would have a material adverse impact on its business.

On July 6, 2021, the relevant PRC governmental authorities publicated the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As these opinions were recently issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage. As of the date hereof, the Company has not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC government authorities. Based on the foregoing and the currently effective PRC laws, the Company and its PRC legal counsel, JunHe LLP, are of the view that, as of the date hereof, these opinions do not have a material adverse impact on its business.

Securities and Exchange Commission

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Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and how existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on its daily business operation, its ability to accept foreign investments and listing on a U.S. or other foreign exchanges. In addition, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and the Company cannot rule out the possibility that it will in the future release regulations or policies regarding any other industry including the industry in which the Company operate, which could adversely affect its business, financial condition and results of operations.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

The Company respectfully submits that cybersecurity and data privacy and security issues are subject to increasing legislative and regulatory focus in China. The Data Security Law of the People’s Republic of China, which took effect on September 1, 2021, requires that data collection must be conducted in a legitimate and proper manner, and in order to safeguard data, data processing activities must be conducted to comply with respective graded protection systems for cybersecurity. On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law (the “PIPL”), which will take effect on November 1, 2021. The PIPL further emphasizes processors’ obligations and responsibilities for personal information protection and sets out the basic rules for processing personal information and the rules for cross-border transfer of personal information. On July 10, 2021, the CAC released the Measures for Cybersecurity Review (Revised Draft for Comments) (the “Draft”). The Draft expands the scope of cybersecurity review to include (i) critical information infrastructure operators (the “CIIOs”) who purchase network products and services, which affects or may affect national security; (ii) operators who engage in data processing activities, which affects or may affect national security; and (iii) operators that are in possession of more than 1 million users’ personal information seeking a listing in a foreign country. The contents of the Draft are still under discussion and have certain ambiguities. On July 30, 2021, the State Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. The regulations require, among others, that certain competent authorities shall identify critical information infrastructures. If any critical information infrastructure is identified, they shall promptly notify the relevant operators and the Ministry of Public Security. The new cybersecurity regime in the legislative process may increase compliance standards on the Company’s business operation, and thus have a substantial impact on its business. As of the date hereof, the Company has not been involved in any investigations on cybersecurity review made by the CAC, and it has not received any inquiry, notice, warning, or sanctions. Based on the foregoing, the Company and its PRC legal counsel do not expect that, as of the date hereof, the current applicable PRC laws on cybersecurity would have a material adverse impact on its business.

The Company will make applicable changes to reflect the above in the FY 2021 20-F.

Securities and Exchange Commission

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Should you have any questions about the responses contained herein, please contact the undersigned at +86-21-6422-8532 or via e-mail at frank@qk365.com or the Company’s U.S. counsel, Ms. Shuang Zhao of Cleary Gottlieb Steen & Hamilton LLP at +852-2532-3783 or via e-mail at szhao@cgsh.com.

Ms. Shuang Zhao, Partner, Cleary Gottlieb Steen & Hamilton LLP

Securities and Exchange Commission

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Exhibit A

2

3