Exhibit 99.2
Qudian Inc.
15/F Lvge Industrial Building
1 Datun
Chaoyang District, Beijing 100012
People’s Republic of China
February 24, 2017
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Qudian Inc. |
Confidential Submission of the Draft Registration Statement on FormF-1
Request for Waiver and Representation under Item 8.A.4 of Form20-F
Ladies and Gentlemen:
The undersigned, the Chief Financial Officer of Qudian Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s confidential submission on the date hereof of its draft registration statement on FormF-1 (the “Draft Registration Statement”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares to be represented by American depositary shares.
The Company has included in the Draft Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, as of December 31, 2014 and 2015 and for the period from April 9, 2014 (the day on which the Company commenced its operations) to December 31, 2014 and the year ended December 31, 2015, and unaudited interim consolidated financial statements as of September 30, 2016 and for each of the nine-month periods ended September 30, 2015 and 2016.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form20-F, which states that in the case of a company’s initial public offering, the registration statement on FormF-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the“12-Month Requirement”).See alsoDivision of Corporation Finance,Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form20-F, which provides that the Commission will waive the12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.”See also the 2004 release entitledInternational Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff notes that:
“the instruction indicates that the staff will waive the12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the15-month rule. The only times that we anticipate audited financial statements will be filed under the12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with this waiver request, the Company represents to the Commission that:
| 1. | the Company is not currently a public reporting company in any jurisdiction; |
| 2. | the Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period; |
| 3. | full compliance with Item 8.A.4 of Form20-F at present is impracticable and involves undue hardship for the Company; |
| 4. | the Company does not anticipate that its audited financial statements for the year ended December 31, 2016 will be available until April 2017; and |
| 5. | In no event will the Company seek effectiveness of its registration statement on FormF-1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering. |
The Company is submitting this letter as an exhibit to the Draft Registration Statement pursuant to Instruction 2 to Item 8.A.4 ofForm 20-F.
| Very truly yours, |
| /s/ Carl Yeung |
| By: Carl Yeung |
| Title: Chief Financial Officer |
