Simpson Thacher & Bartlett |
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ICBC TOWER, 35TH FLOOR |
3 GARDEN ROAD |
HONG KONG |
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TELEPHONE: +852-2514-7600 |
FACSIMILE: +852-2869-7694 |
Direct Dial Number |
| E-mail Address |
(852) 2514-7650 |
| clin@stblaw.com |
August 28, 2019
CONFIDENTIAL AND VIA EDGAR
Draft Registration Statement
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Phoenix Tree Holdings Limited |
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| Confidential Submission of the Draft Registration Statement on Form F-1 |
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On behalf of our client, Phoenix Tree Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we hereby submit a draft Registration Statement on Form F-l (the “Draft Registration Statement”) relating to the proposed initial public offering in the United States of the Company’s Class A ordinary shares to be represented by American depositary shares (“ADSs”). The ADSs are expected to be listed on the New York Stock Exchange or NASDAQ.
The Draft Registration Statement is submitted via EDGAR to the Securities and Exchange Commission (the “Commission”) for review on a confidential basis pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”). The Company confirms that it is an “Emerging Growth Company” as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. A registration statement on Form F-6 relating to the Company’s ADSs will be filed with the Commission in due course.
As an Emerging Growth Company, the Company has included in the Draft Registration Statement audited consolidated financial statements as of and for the years ended December 31, 2017 and 2018, and unaudited consolidated financial statements as of June 30, 2019 and for each of the six-month periods ended June 30, 2018 and 2019.
DANIEL FERTIG ADAM C. FURBER IAN C. HO ANTHONY D. KING CELIA C.L. LAM CHRIS K.H. LIN JIN HYUK PARK KATHRYN KING SUDOL CHRISTOPHER K.S. WONG
RESIDENT PARTNERS
SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:
NEW YORK BEIJING HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO SEOUL TOKYO WASHINGTON, D.C.
The Company is also submitting herewith, for review by the Staff on a confidential basis, certain exhibit required to be filed with the Commission in connection with the filing of the Draft Registration Statement.
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If you have any question regarding the Draft Registration Statement, please do not hesitate to contact me at +852-2514-7650 (work), +852-9198-4235 (mobile) or clin@stblaw.com (email) or Yi Gao at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email).
Questions pertaining to auditing matters may also be directed to Allen Lu at +86-10-8508-7805 (work) or allen.lu@kpmg.com (email) of KPMG Huazhen LLP, the independent registered public accounting firm of the Company.
| Very truly yours, |
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| /s/ Chris K.H. Lin |
| Chris K.H. Lin |
Enclosures | |
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cc: | Phoenix Tree Holdings Limited |
| Derek Boyang Shen, Chairman |
| Jing Gao, Chief Executive Officer and Director |
| Yan Cui, President and Director |
| Jason Zheng Zhang, Chief Financial Officer |
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| Simpson Thacher & Bartlett |
| Daniel Fertig |
| Yi Gao |
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| Latham & Watkins LLP |
| Benjamin Su |
| Daying Zhang |
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| KPMG Huazhen LLP |
| Allen Lu |
| Enid Yang |