| SKADDEN, ARPS, SLATE, MEAGHER & FLOM |
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PARTNERS | 世達國際律師事務所 | AFFILIATE OFFICES |
CHRISTOPHER W. BETTS |
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WILL H. CAI ^ | 42/F, EDINBURGH TOWER, THE LANDMARK | BOSTON |
GEOFFREY CHAN * | 15 QUEEN’S ROAD CENTRAL, HONG KONG | CHICAGO |
CHI T. STEVE KWOK * | HOUSTON | |
EDWARD H.P. LAM ¨* | TEL: (852) 3740-4700 | LOS ANGELES |
HAIPING LI * | FAX: (852) 3740-4727 | NEW YORK |
RORY MCALPINE ¨ | www.skadden.com | PALO ALTO |
CLIVE W. ROUGH ¨ |
| WASHINGTON, D.C. |
JONATHAN B. STONE * |
| WILMINGTON |
^ (ALSO ADMITTED IN CALIFORNIA) ¨ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYERS Z. JULIE GAO (CALIFORNIA) BRADLEY A. KLEIN (ILLINOIS) |
| BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
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| March 16, 2018 |
VIA EDGAR
Mr. Larry Spirgel
Mr. Paul Fischer
Mr. Terry French
Ms. Christie Wong
Office of Telecommunications
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: OneSmart International Education Group Limited
(CIK No. 0001722380)
Registration Statement on Form F-1 (File No.: 333-223406)
Dear Mr. Spirgel, Mr. Fischer, Mr. French and Ms. Wong:
On behalf of our client, OneSmart International Education Group Limited (formerly named as OneSmart Education Group Limited), a company organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on March 9, 2018.
The Company will commence the marketing activities in connection with the offering shortly after the date hereof. The Company plans to request the Staff’s declaration of the effectiveness of its registration statement on or about March 27, 2018, and will file the joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support in meeting its timetable.
* * *
If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.
| Very truly yours, |
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| /s/ Z. Julie Gao |
| Z. Julie Gao |
Enclosures
cc: Xi Zhang, Chairman and Chief Executive Officer, OneSmart International Education Group Limited
Dong Li, Chief Financial Officer, OneSmart International Education Group Limited
John Qian, Partner, Ernst & Young Hua Ming LLP
Chris K.H. Lin, Esq., Simpson Thacher & Bartlett LLP
