SKADDEN, ARPS, SLATE, MEAGHER & FLOM
CHRISTOPHER W. BETTS
GEOFFREY CHAN *
SHU DU *
ANDREW L. FOSTER *
CHI T. STEVE KWOK *
EDWARD H.P. LAM ◆*
HAIPING LI *
RORY MCALPINE ◆
JONATHAN B. STONE *
PALOMA P. WANG
◆ (ALSO ADMITTED IN ENGLAND & WALES)
* (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYER
Z. JULIE GAO (CALIFORNIA)
42/F, EDINBURGH TOWER, THE LANDMARK
15 QUEENS ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700
FAX: (852) 3740-4727
May 15, 2020
Mr. Larry Spirgel
Mr. Jeff Kauten
Mr. Robert Littlepage
Mr. Joseph Cascarano
Division of Corporation Finance
Office of Technology
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Dada Nexus Limited (CIK No. 0001793862)
Response to the Staffs Comments on the Draft Registration
Statement on Form F-1 Confidentially Submitted on May 6, 2020
Dear Mr. Spirgel, Mr. Kauten, Mr. Littlepage and Mr. Cascarano:
On behalf of our client, Dada Nexus Limited, a foreign private issuer organized under the laws of the Cayman Islands (the Company), we submit to the staff (the Staff) of the Securities and Exchange Commission (the Commission) this letter setting forth the Companys responses to the comments contained in the Staffs letter dated May 12, 2020 on the Companys amendment No. 4 to draft registration statement on Form F-1 submitted on May 6, 2020 (the Draft Registration Statement).
Securities and Exchange Commission
May 15, 2020
The Company publicly filed its registration statement on Form F-1 via EDGAR on May 12, 2020 (the Registration Statement). Concurrently with the submission of this letter, the Company is submitting its amendment No. 1 to Registration Statement on Form F-1 (the Revised Registration Statement) via EDGAR to the Commission.
To facilitate the Staffs review, we will separately deliver to the Staff today five courtesy copies of the Revised Registration Statement, marked to show changes to the Draft Registration Statement.
The Staffs comments are repeated below in bold and are followed by the Companys responses. We have included page references in the Revised Registration Statement where the language addressing the comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
Risks Related to Doing Business in China, page 42
We note your risk factor discussion of limitations on the ability of the PCAOB to conduct investigations of your auditor. Please include another risk factor that highlights recent developments (e.g. Article 177 of PRC Securities Law effective March 2020) possibly further limiting an overseas regulator from conducting investigations or from collecting evidence within the PRC.
In response to the Staffs comment, the Company has added a risk factor on pages 44 and 45 of the Revised Registration Statement.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Change in Independent Auditor, page 103
Please amend your filing to include a dated exhibit 16.1 letter from PricewaterhouseCoopers Zhong Tian LLP that refers to disclosure herein.
The Company respectfully submits that it included the letter from PricewaterhouseCoopers Zhong Tian LLP dated May 12, 2020 as exhibit 16.1 to the Registration Statement publicly filed on the same day.
Securities and Exchange Commission
May 15, 2020
Internal Control Over Financial Reporting, page 103
We note that you continue to implement a plan to remediate the material weakness that you identified in your internal control over financial reporting. Please revise to clarify what remains to be completed in your remediation plan. Also, if the material weakness has not been fully remediated, revise to disclose how long you estimate it will take to complete your plan and disclose any associated material costs that you have incurred or expect to incur.
In response to the Staffs comment, the Company has updated the referenced disclosure on page 104 of the Revised Registration Statement.
Description of American Depositary Shares
Governing Law, page 190
You state that the deposit agreement includes an exclusive jurisdiction provision as well as the right of the depositary to refer any claims brought for arbitration. Please further disclose here and in your risk factors how the exclusive jurisdiction provision and the arbitration provision impacts ADS holders, whether these provisions apply to actions arising under the Securities Act or Exchange Act and address any question as to the enforceability of the arbitration provision. Moreover, please disclose in both your registration statement and the depositary agreement that despite agreeing to the arbitration provision, investors will not be deemed to have waived the companys or the depositarys compliance with the federal securities laws and the rules and regulations thereunder.
In response to the Staffs comment, the Company has updated the referenced disclosure on pages 60, 61 and 194 of the Revised Registration Statement.
The Staffs comment on the depositary agreement is duly noted and the Company will include the required provision thereunder and file the depositary agreement in due course.
We note your presentation of total value of goods delivered (GMV) for JDDJ in your graphic. In order to provide proper balance to the presentation, please include disclosure of your continuing net losses.
In response to the Staffs comment, the Company has removed the presentation of GMV for JDDJ on the cover graphic of the Revised Registration Statement.
* * *
If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at email@example.com, or Hui Feng, partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6141-2173 or via email at firstname.lastname@example.org. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.
|Very truly yours,|
|Z. Julie Gao|
Philip Jiaqi Kuai, Chairman of the Board of Directors and Chief Executive Officer, Dada Nexus Limited
Beck Zhaoming Chen, Chief Financial Officer, Dada Nexus Limited
Hui Feng, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP
David Zhang, Esq., Partner, Kirkland & Ellis International LLP
Steve Lin, Esq., Partner, Kirkland & Ellis International LLP