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United States securities and exchange commission logo
September 20, 2021
Frank Sun
Chief Financial Officer
Q&K International Group Ltd
Suite 1607, Building A
No.596 Middle Longhua Road
Xuhui District, Shanghai, 200032
People s Republic of China
Re: Q&K International
Group Ltd
Form 20-F for the
fiscal year ended September 30, 2020
Filed February 16,
2021
File No. 001-39111
Dear Mr. Sun:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 20-F filed February 16, 2021
Part I , page 1
1. At the outset of Part
I, please include an Explanatory Note that discloses prominently that
you are not a Chinese
operating company but a Cayman Islands holding company with
operations conducted by
your subsidiaries and through contractual arrangements with a
variable interest
entity (VIE) based in China and that this structure involves unique risks
to investors. Explain
whether the VIE structure is used to replicate foreign investment in
Chinese-based companies
where Chinese law prohibits direct foreign investment in the
operating companies,
and disclose that investors may never directly 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 value of your ADSs, including that it could cause the
Frank Sun
FirstName LastNameFrank Sun
Q&K International Group Ltd
Comapany 20,
September NameQ&K
2021 International Group Ltd
September
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value of such securities 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.
2. At the outset of Part I, provide prominent disclosure about the legal
and operational risks
associated with being based in or having the majority of the company
s operations in
China and Hong Kong. Your disclosure should make clear whether these
risks could
result in a material change in your operations and/or the value of
your ADSs or could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
Your disclosure should address how statements and regulatory actions
by China s
government, such as those related to the use of variable interest
entities and data security
or anti-monopoly concerns, has or may impact the company s ability
to conduct its
business, accept foreign investments, or list on an U.S. or other
foreign exchange. Your
Business Overview in Item 4 should address, but not necessarily be
limited to, the risks
highlighted in Part I.
3. At the outset of Part I, clearly disclose how you will refer to the
holding company,
subsidiaries, and VIEs when providing the disclosure throughout the
document so that it is
clear to investors which entity the disclosure is referencing and
which subsidiaries or
entities are conducting the business operations. Refrain from using
terms such as we or
our when describing activities or functions of a VIE. Disclose
clearly the entity
(including the domicile) in which investors have purchased their
interest.
Item 3. Key Information , page 5
4. Disclose clearly that the company uses a structure that involves a VIE
based in China and
what that entails and provide early in Item 3 a diagram of the company
s corporate
structure, including who the equity ownership interests are of each
entity. Describe all
contracts and arrangements through which you purport to obtain
economic rights and
exercise control that results in consolidation of the VIE s
operations and financial results
into your financial statements. Identify clearly the entity in which
investors are
purchasing their interest and the entities in which the company s
operations are
conducted. Describe the relevant contractual agreements between the
entities and how
this type of corporate structure may affect investors and the value of
their investment,
including how and why the contractual arrangements may be less
effective than direct
ownership and that the company may incur substantial costs to enforce
the terms of the
arrangements. Disclose the uncertainties regarding the status of the
rights of the Cayman
Islands holding company with respect to its contractual arrangements
with the VIE, its
founders and owners, and the challenges the company may face enforcing
these
contractual agreements due to uncertainties under Chinese law and
jurisdictional limits.
5. At the outset of Item 3, disclose the risks that your corporate
structure and being based in
or having the majority of the company s operations in China poses to
investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
Frank Sun
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Q&K International Group Ltd
Comapany 20,
September NameQ&K
2021 International Group Ltd
September
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references to the more detailed discussion of these risks in your
annual report. For
example, 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 securities to investors and
cause the value of such
securities to significantly decline or be worthless.
6. At the outset of Item 3, disclose each permission that you, your
subsidiaries or your VIEs
are required to obtain from Chinese authorities to operate and issue
these securities to
foreign investors. State whether you, your subsidiaries, or VIEs are
covered by
permissions requirements from the CSRC, CAC or any other entity that
is required to
approve of the VIE s operations, and state affirmatively whether you
have received all
requisite permissions and whether any permissions have been denied.
7. At the outset of Item 3, provide a clear description of how cash is
transferred through your
organization. Disclose your intentions to distribute earnings or
settle amounts owed under
the VIE agreements. Quantify any cash flows and transfers of other
assets by type that
have occurred between the holding company, its subsidiaries, and
consolidated VIEs, and
direction of transfer. Quantify any dividends or distributions that a
subsidiary or
consolidated VIE have made to the holding company and which entity
made such transfer,
and their tax consequences. Similarly quantify dividends or
distributions made to U.S.
investors, the source, and their tax consequences. Describe any
restrictions on foreign
exchange and your ability to transfer cash between entities, across
borders, and to U.S.
investors. Describe any restrictions and limitations on your ability
to distribute earnings
from your businesses, including subsidiaries and/or consolidated VIEs,
to the parent
company and U.S. investors as well as the ability to settle amounts
owed under the VIE
agreements.
8. We note that the consolidated VIEs constitute a material part of your
consolidated
financial statements. Early in your Item 3 disclosure, please provide
in tabular form
condensed consolidating schedule - depicting the financial position,
cash flows and
results of operations for the parent, the consolidated variable
interest entities, and any
eliminating adjustments separately - as of the same dates and for the
same periods for
which audited consolidated financial statements are required.
Highlight the financial
statement information related to the variable interest entity and
parent, so an investor may
evaluate the nature of assets held by, and the operations of, entities
apart from the variable
interest entity, which includes the cash held and transferred among
entities.
9. Early in your Item 3 disclosure, disclose that trading in your
securities may be prohibited
Frank Sun
Q&K International Group Ltd
September 20, 2021
Page 4
under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it
cannot inspect or fully investigate your auditor, and that as a result
an exchange may
determine to delist your securities. If the PCAOB has been or is
currently unable to
inspect your auditor, revise your disclosure to so state.
Item 3. Key Information
D. Risk Factors , page 7
10. Revise your risk factors to acknowledge that if the PRC government
determines that the
contractual arrangements constituting part of your VIE structure do
not comply with PRC
regulations, or if these regulations change or are interpreted
differently in the future, your
shares may decline in value or become worthless if you are unable to
assert your
contractual control rights over the assets of your PRC subsidiaries
that conduct all or
substantially all of your operations.
11. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your ADSs. Also
acknowledge the risk that
any action 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 securities to
investors and cause the value
of such securities to significantly decline or be worthless.
12. Please revise your disclosure to explain how the Cyberspace
Administration of China
oversight impacts your business and to what extent you believe that
you are compliant
with the regulations or policies that have been issued by the CAC to
date.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or
Shannon
Menjivar, Accounting Branch Chief, at (202) 551-3856 with any questions.
FirstName LastNameFrank Sun Sincerely,
Comapany NameQ&K International Group Ltd
Division of
Corporation Finance
September 20, 2021 Page 4 Office of Real
Estate & Construction
FirstName LastName