United States securities and exchange commission logo
August 21, 2020
Jing Ju
Chief Executive Officer
Chindata Group Holdings Limited
No. 47 Laiguangying East Road
Chaoyang District, Beijing, 100012
The People s Republic of China
Re: Chindata Group
Holdings Limited
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted August
17, 2020
CIK No. 0001807192
Dear Mr. Ju:
We have reviewed your amended 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
Risk Factors
"Our revenues are highly dependent on a limited number of major
clients...", page 20
1. We note your revised
disclosures regarding the potential impact of the President's
Executive Order on your
ability to continue to conduct business with Bytedance. Given
the significance of
this customer to your operations, please revise to include a separate
risk factor for this
matter and include a discussion of the potential risks to your
operations should
ByteDance's business be significantly impacted by such order
regardless of whether
you are treated as a person or entity subject to U.S. jurisdiction
under this order.
Jing Ju
Chindata Group Holdings Limited
August 21, 2020
Page 2
Capitalization, page 76
2. Please revise the introductory bullet points to disclose the number of
exercised Class B
option shares that will vest upon effectiveness of this offering.
Also, please confirm the
holders' intent to exchange such shares for ordinary shares or
alternatively tell us how you
determined that inclusion of such shares in pro forma ordinary shares
outstanding met the
factually supportable criteria of Rule 11-02(b)(6) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss, page 96
3. Please include a pro forma statement of comprehensive loss and related
notes as prepared
in accordance with Article 11 of Regulation S-X to support the pro
forma disclosures
provided throughout this filing for the six months ended June 30,
2019.
Unaudited Interim Condensed Consolidated Balance Sheet as of June 30, 2020,
page F-48
4. Please remove the issuance of ordinary shares in July and August 2020
from the pro forma
presentation in shareholders equity, or tell us how you determined
that the inclusion of
this pro forma adjustment on the face of the historical financial
statements is appropriate.
Notes to Consolidated Financial Statements
Note 9. Bank Loans, page F-61
5. There appears to be a significant increase in the secured long-term
bank loans outstanding
at December 31, 2019 compared to June 30, 2020. Please explain the
source of such
increase and revise to include a discussion of any new or amended loan
agreements, the
pertinent terms, covenants or any other significant changes to
agreements since December
31, 2019.
Note 11. Share-based payments, page F-62
6. Please revise to clarify the terms of the early exercise provisions
available under your
2019 Plan. Specifically address whether such plan includes repurchase
provisions should
the employee terminate their service prior to meeting the service or
performance
conditions. Also, clarify whether you have recorded a liability for such
early exercises
and LastNameJing
FirstName disclose the balance
Ju of such liability at June 30, 2020.
Comapany
7. NameChindata
Please Group Holdings
disclose the exercise price andLimited
fair value of the option grants
on January 8, 2020
and May 29, 2020,
August 21, 2020 Page 2 as well as the fair value the ISUs granted on May
29, 2020.
FirstName LastName
Jing Ju
FirstName LastNameJing
Chindata Group Holdings Ju
Limited
Comapany
August 21, NameChindata
2020 Group Holdings Limited
August
Page 3 21, 2020 Page 3
FirstName LastName
You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Staff Attorney,
at (202) 551-3447 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: David Zhang, Esq.