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December 31, 2019
Philip Jiaqi Kuai
Chief Executive Officer
Dada Nexus Limited
22/F, Oriental Fisherman's Wharf
No.1088 Yangshupu Road
Yangpu District, Shanghai
People's Republic of China
Re: Dada Nexus Limited
Draft Registration Statement on Form F-1
Submitted December 5, 2019
CIK No. 0001793862
Dear Mr. Kuai:
We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1. Given that JD Sunflower Investment Limited has 51.8% of the total voting
power of the
company, please clarify whether the company will be a "controlled
company" under the
definition of the applicable listing exchange after the offering and
provide disclosure in
this section as well as in the prospectus summary and risk factors
sections, to the extent
appropriate.
Philip Jiaqi Kuai
FirstName LastNamePhilip Jiaqi Kuai
Dada Nexus Limited
Comapany31, 2019 Nexus Limited
December NameDada
December 31, 2019 Page 2
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FirstName LastName
Prospectus Summary, page 1
2. Please quantify the substantial portion of your revenues that are
attributable to your
business cooperation agreements with related parties.
Conventions that Apply to this Prospectus, page 7
3. Please disclose any limitations associated with your calculation of
your active consumers
metric. For example, disclose whether this metric may count certain
consumers more than
once during a given period based upon whether they set up multiple
accounts using
different e-mail addresses or whether they place orders from a desktop
or mobile device.
Risk Factors
Risks Related to Our Business and Industry
Any deterioration in our relationship..., page 16
4. Please disclose the percentage of ownership held by JD Group and
Walmart Group. Also,
disclose any material termination provisions in the license agreements
with JD Group
described in this risk factor.
Our concentration on a small number of customers..., page 17
5. Please disclose the percentage of your revenues that are attributable
to each of JD Group
and Walmart Group.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Results of Operations, page 79
6. We note your disclosure related to the key performance metrics "number
of orders
delivered," "GMV" and "number of active consumers." Please revise to
provide this
metric for each quarter within the periods presented and include a
discussion of the trends,
expectations and purpose of these metrics as they relate to your
business operations and
performance.
Key Components of Results of Operations, page 81
7. Please enhance your disclosure to more clearly quantify, identify, and
discuss the trends in
your related party revenues separately from your non-related party
revenues.
8. Please revise to discuss quantitatively and qualitatively your
reliance on rider incentives
and customer discounts and the extent to which your historical
practices are indicative of
near-term trends.
Our ability to control operating expenses and enhance operational efficiency,
page 81
9. Please disclose your retention rates for the periods presented and
discuss any trends in
retention rates for your services.
Philip Jiaqi Kuai
FirstName LastNamePhilip Jiaqi Kuai
Dada Nexus Limited
Comapany31, 2019 Nexus Limited
December NameDada
Page 3
December 31, 2019 Page 3
FirstName LastName
Results of Operations, page 86
10. Please revise your results of operations discussion to provide greater
insight to your
investors regarding the underlying causes of increases or decreases in
the components of
net income. For example, when you identify intermediate causes of
changes in revenues,
such as changes "in order volume of last-mile and intra-city delivery"
and "GMV," please
describe in sufficient detail the underlying reasons driving such
changes.
Critical Accounting Policies, page 97
11. Please revise to add the consolidation of your VIE as a critical
accounting policy and
disclose significant judgments used, assumptions made and accounting
guidance followed
in determining whether you are the primary beneficiary of Shanghai
Qusheng and why
consolidation of that entity in your consolidated financial statements
was appropriate.
Industry, page 104
12. Please disclose the source of the assertions in this section.
Business
Our Strategic Partners, page 122
13. Please disclose any material termination provisions in your agreements
with JD Group
and Walmart Group and disclose the percentage of your revenue that is
attributable to
each of these agreements for the periods presented. Also, clarify
whether your agreement
with Walmart Group contains any exclusivity provisions. Please file
both of these
agreements as exhibits to your registration statement. Refer to Item
601(b)(10)(ii)(A) of
Regulation S-K.
Related Party Transactions
Other Related Party Transactions, page 157
14. We note that you have extended loans to your Chief Technology Officer,
Mr. Jun Yang,
for personal use. Please tell us whether this arrangement will
continue beyond the
completion of this offering.
Underwriting
Lock-Up Agreements, page 190
15. Please disclose the exceptions to the lock-up agreements.
Consolidated Statements of Operations and Comprehensive Loss, page F-5
16. Please revise to show revenue and cost of revenue in accordance with
Item 5-03
of Regulation S-X. We note your current presentation only shows cost
of goods sold
which appears to be a small portion of total cost of revenue. In
addition, your line
item fulfillment expense appears to include expenses related to cost
of revenue.
Philip Jiaqi Kuai
FirstName LastNamePhilip Jiaqi Kuai
Dada Nexus Limited
Comapany31, 2019 Nexus Limited
December NameDada
Page 4
December 31, 2019 Page 4
FirstName LastName
Note 1. Organization and Nature of Operations, page F-8
17. Please revise the table that shows your major subsidiaries and
consolidated VIE to include
a "Principal activities" column that describes the nature and purpose
of the subsidiaries
and VIE in the corporate structure of the business.
Note 2.2 Basis of Consolidation, page F-9
18. We note your disclosure of the contractual agreements that provide the
Company with
effective control over Shanghai Qusheng. Please clarify how the
contractual agreements
convey power to direct the activities of the VIE and what those powers
entail.
19. We note that the Exclusive Business Cooperation Agreement between the
Company
through Dada Glory and the VIE in which the VIE agrees to pay the
Company service
fees at an amount that "equals to 100% of the net income generated by
the VIE." Please
describe in greater detail and clarify how the Exclusive Business
Cooperation Agreement
also obligates the Company to absorb losses of the VIE that could be
significant to the
VIE.
20. Based on your disclosures on pages F-12 and F-57, it appears that your
VIE, Shanghai
Qusheng, contributes minimal amounts to your consolidated net revenues
and loss. Please
enhance your disclosure to clarify which subsidiaries own the
operations of Dada
Now and JDDJ . Also, explain your basis in GAAP for consolidating the
subsidiaries that
own Dada Now and JDDJ, including if you are able to have direct equity
ownership
in those PRC entities.
Note 2.17 Revenue Recognition, page F-17
21. We note your disclosures on page F-17 where you state that you act as
an agent when
providing delivery services through your platform Dada Now. Please
revise to clarify
why you "do not have the ability to control related services." Please
specifically disclose if
your riders have the ability to accept, decline or ignore the deliver
order placed by a
customer through your platform. For arrangements where you act as
principal, please
similarly clarify if riders used to fulfill those delivery needs have
the ability to accept,
decline or ignore a delivery assignment. See ASC 606-10-55-39.
22. We note that you provide some of your customers incentives in the form
of coupons or
volume-based discounts in the provision of delivery services. Please
tell us and clarify if
you consider the coupons or volume-based discounts as variable
consideration and, if so,
which method you used to estimate the amount of variable consideration
pursuant to ASC
606-10-32-8. Revise to disclose this method in accordance with ASC
606-10-50-20(a).
23. In regard to your rider incentives, please clarify how you determined
that the riders are not
also your customers. We note your disclosures indicate that access to
your Dada Now
technology platform provides riders with services such as delivery
Philip Jiaqi Kuai
FirstName LastNamePhilip Jiaqi Kuai
Dada Nexus Limited
Comapany31, 2019 Nexus Limited
December NameDada
Page 5
December 31, 2019 Page 5
FirstName LastName
order recommendations, route efficiencies and an automated pricing
system.
24. We note your disclosure on page F-17 that you earn variable amounts
from customers and
may record a loss from on-demand delivery services where you act as an
agent. For each
period presented, please quantify these losses and tell us how you
determined that these
losses should be recorded within fulfillment expenses. Additionally,
please describe for
us and disclose the variable consideration associated with these and
any of your other
arrangements with customers, as appropriate. Please refer to ASC
606-10-50-20.
25. Please tell us how you considered the guidance in ASC 606-10-55-38 in
determining that
rider incentives should be classified as fulfillment expenses rather
than as a reduction of
revenue.
26. We note that your fulfillment expenses include expenses charged by
outsourced delivery
agencies. Please explain which of your customer arrangements involve
the use of
outsourced delivery agencies and how your use of these agencies
affected your principal
or agent determinations. Please refer to ASC 606-10-50-12 and
606-10-55-36 through 55-
40.
27. For arrangements where you act as principal to fulfill the delivery
needs of retailers on
JDDJ and other business customers on Dada Now, please tell us how you
determined who
is the customer for these arrangements. Please refer to ASC
606-10-25-1 through 25-8.
Note 4. Short-Term Investment, page F-25
28. Please enhance your definition of "Wealth management product" to
clarify the nature,
terms and conditions of the investment products, including whether
they are accounted for
as trading or available-for-sale securities.
15. Ordinary Shares, page F-38
29. We note that on April 23, 2018, you "issued 7,092,667 ordinary shares
for vested
restricted share units of the founder and the co-founder." Tell us how
you accounted for
this issuance referring to your basis in accounting literature.
Note 19. Related Party Transactions, page F-43
30. Please revise to describe and clarify in further detail the nature and
significant terms of
your related party transactions with the JD Group and Walmart in light
of the
material importance of your in-depth collaborations with both related
parties. Refer to
the ASC 850-10-50-1.
General
31. Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
Philip Jiaqi Kuai
Dada Nexus Limited
December 31, 2019
Page 6
not they retain copies of the communications.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or Inessa
Kessman, Senior Staff Accountant, at (202) 551-3371 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Staff Attorney, at
(202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
FirstName LastNamePhilip Jiaqi Kuai
Division of
Corporation Finance
Comapany NameDada Nexus Limited
Office of Technology
December 31, 2019 Page 6
cc: Z. Julie Gao, Esq.
FirstName LastName