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United States securities and exchange commission logo
June 1, 2022
Lin Wei
Chief Financial Officer
36Kr Holdings Inc.
5-6/F, Tower A1, Junhao Central Park Plaza
No. 10 South Chaoyang Park Avenue
Chaoyang District, Beijing, People s Republic of China, 100026
Re: 36Kr Holdings Inc.
Form 20-F for
Fiscal Year Ended December 31, 2021
Form 20-F for
Fiscal Year Ended December 31, 2020
Response Dated May
11, 2022
File No. 001-39117
Dear Ms. Wei:
We have reviewed your May 11, 2022 response to our comment
letter, as well as your
annual report for the fiscal year ended December 31, 2021, 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. In your
response letter, for each comment please include your proposed revised
disclosure.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 28, 2022 letter.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2021
Introduction, page ii
1. We note your response
to comment 1. As previously requested, in future filings
please revise the
definitions of China and PRC to include Hong Kong and Macau.
Item 3. Key Information, page 1
2. In future filings,
please provide a cross-reference to your detailed discussion of individual
risks identified under
your summary of the principal risks starting on page 2.
Lin Wei
FirstName LastNameLin Wei
36Kr Holdings Inc.
Comapany
June 1, 2022Name36Kr Holdings Inc.
June 1,
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FirstName LastName
3. In future filings, at the beginning of Item 3, please discuss whether
there are limitations on
your ability to transfer cash between you, your subsidiaries, the
consolidated VIEs or
investors. To the extent you have cash management policies that
dictate how funds are
transferred between you, your subsidiaries, the consolidated VIEs or
investors, summarize
the policies here and disclose the source of such policies (e.g.,
whether they are
contractual in nature, pursuant to regulations, etc.); alternatively,
state that you have no
such cash management policies that dictate how funds are transferred.
Please provide a
cross-reference to your discussion of this issue in your Item 4.
Information on the
Company section.
4. We note your response to comment 2. We further note your annual report
on Form 20-F
for the fiscal year ended December 31, 2021 continues to contain
references to "our VIE"
throughout your annual report. In future filings, please refrain from
using terms such as
we or our when describing activities or functions of a VIE
so that it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations. You may wish to refer to the VIE
by name or by the
VIE or a VIE.
5. We note your response to comment 3, as well as your disclosure that
the Cayman Islands
holding company entered into a series of contractual arrangements with
VIEs which
enables it to (i) exercise effective control over our VIE; (ii)
receive substantially all of
the economic benefits of our VIE; and (iii) have an exclusive option
to purchase all or part
of the equity interests and assets in our VIE when and to the extent
permitted by PRC laws
and regulations. We also note your disclosure that the Cayman
Islands holding company
is the primary beneficiary of the VIE. However, neither the investors
in the holding
company nor the holding company itself have an equity ownership in,
direct foreign
investment in, or control of, through such ownership or investment,
the VIE. Accordingly,
in future filings please refrain from implying that the contractual
agreements are
equivalent to equity ownership in the business of the VIE. Any
references to control or
benefits that accrue to you because of the VIE should be limited to a
clear description of
the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP.
Additionally, your disclosure should clarify that you are the primary
beneficiary of the
VIE for accounting purposes. In this regard, we note that you do not
qualify such
statements throughout the filing.
6. We note your disclosure on page 28 regarding the potential enactment
of the Accelerating
Holding Foreign Companies Accountable Act. In future filings, please
update your
disclosure to reflect that the Commission adopted rules to implement
the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
of its determination that it is unable to inspect or investigate
completely accounting firms
headquartered in mainland China or Hong Kong. Additionally, please
revise all risk
factor titles that reference the Holding Foreign Companies Accountable
Act, or HFCAA,
to also state that this time period will be every two years if the
Accelerating HFCAA
Senate bill is enacted. Finally, please disclose that as of May 4,
2022 you are on the SEC's
Lin Wei
36Kr Holdings Inc.
June 1, 2022
Page 3
provisional list under the HFCAA, and that the SEC has determined you
used an auditor,
whose working paper cannot be inspected or investigated completely by
the PCAOB, to
issue the audit opinion for your financial statements for the fiscal
year ended December
31, 2021. Please disclose the consequences of this determination.
7. We note your response to comment 5, as well as your revised disclosure
about your intent
to apply for the Internet news information license, the Internet
audio-visual program
transmission license, and the Internet publishing license, in each
case when "it is feasible
to do so." In future filings, please further revise your disclosure to
clarify why, in each
case, you believe it is currently unfeasible for you to do so. Please
be specific. In addition,
please disclose the circumstances or conditions under which, in each
case, you believe it
will become feasible to apply for such licenses. Again, please be
specific. In particular,
please provide an estimated timeline. To the extent there are material
risks or uncertainties
associated with the feasibility of obtaining these licenses, please
disclose them.
8. We note your response to comment 6, particularly your proposed revised
disclosure that
"[a]s of the date of this annual report, we believe we are compliant
with the regulations or
policies that have been issued by the CAC. We note this disclosure was
not included in the
2021 annual report. In future filings, please revise your disclosure
to explain how CAC
oversight impacts your business and any offerings you might undertake
and to what extent
you believe that you are compliant with the regulations or policies
that have been issued
by the CAC to date.
Item 4. Information on the Company, page 44
9. We note your response to comment 4, as well as disclosure on page 46
regarding
Material Licenses and Permits.
Your response addresses consequences to you or the VIE, but it does
not appear to
address your subsidiaries; in future filings please revise your
disclosure to encompass
your subsidiaries as well.
In future filings, please disclose any consequences to you and your
investors if you,
your subsidiaries, or the VIEs inadvertently conclude that certain
permissions or
approvals are not required; or if applicable laws, regulations, or
interpretations
change and you are required to obtain such permissions or approvals
in the future.
In future filings, please refrain here from qualifying your
disclosure by materiality
and revise your proposed disclosure accordingly.
In future filings, please disclose your basis for your conclusion
that, subject to the
exceptions you note, your PRC subsidiaries and the VIE have obtained
all licenses
and approvals required for operations in China. If you have relied
upon an opinion of
FirstName LastNameLin
counsel, pleaseWei
identify and name counsel. If you have not relied
upon an opinion of
Comapany counsel,
Name36Kr Holdings Inc.this and disclose why you have elected
not to obtain such an
please disclose
opinion.
June 1, 2022 Page 3
FirstName LastName
Lin Wei
FirstName LastNameLin Wei
36Kr Holdings Inc.
Comapany
June 1, 2022Name36Kr Holdings Inc.
June 1,
Page 4 2022 Page 4
FirstName LastName
Please contact Jennie Beysolow at 202-551-8108 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Li He, Esq.