United States securities and exchange commission logo
September 21, 2020
Zhenyu Wu
Chief Financial Officer
Elite Education Group International Ltd
1209 N. University Blvd.
Middletown, OH 45042
Re: Elite Education
Group International Ltd
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted September
11, 2020
Amendment No. 5 to
Draft Registration Statement on Form F-1
Submitted September
18, 2020
CIK 0001781397
Dear Mr. Wu:
We have reviewed your amended draft registration statements 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 submitted September 18, 2020
Use of Proceeds, page 30
1. We note that you plan
to use the proceeds of the offering to, among other things, "expand
our existing (the
Middletown campus) and build future (the Hamilton and Oxford (main)
campuses) student
dormitory facilities at Miami University of Ohio" and expand "into the
Canadian and Southeast
Asian markets." If the proceeds will be used to acquire assets,
other than in the
ordinary course of business, please briefly describe the assets and their
cost. Similarly, if the
proceeds will be used to finance acquisitions of other business,
Zhenyu Wu
Elite Education Group International Ltd
September 21, 2020
Page 2
please briefly describe such businesses and the status of such
acquisitions. Refer to Item
3.C of Form 20-F.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Six Months Ended March 31, 2020 and 2019, page 36
2. Please quantify the increase in revenue attributable to increases in
enrollments of students
separately from increases in new commission revenue earned. Refer to Item
5.A and 5.A.1
of Form 20-F as directed by Item 4.a of Form F-1, and SEC Releases
33-6835 and 33-
8350, for guidance. Also refer to section 501.04 of the staff's
Codification of Financial
Reporting Policies in regard to quantifying each factor cited.
3. Please discuss the factors causing the decrease in the gross profit
margin of 63% for the
period ended March 31, 2020 from the 71% for the period ended March 31,
2019. Refer
to the guidance in the preceding comment.
Our Business
Properties, page 48
4. We note your disclosure in this section, which states that "Renda started
charging the
Company the actual rental expense instead of the previous agreed-upon RMB
2.9
million." Please revise to include the amount of the actual rental
expense.
Recently issued accounting standards, page F-31
5. You disclose ASU 2016-13 Financial Instruments - Credit Losses (Topic
326) is effective
January 1, 2020. You also disclose you are currently evaluating the
impact of this new
guidance. Please clarify the status of this ASU to your business. Refer
to ASU 2019-10.
You may contact Tony Watson at (202) 551-3318 or Doug Jones at (202)
551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202) 551-3222 with
any other
questions.
Sincerely,
FirstName LastNameZhenyu Wu
Division of
Corporation Finance
Comapany NameElite Education Group International Ltd
Office of Trade &
Services
September 21, 2020 Page 2
cc: F. Alec Orudjev, Esq.
FirstName LastName