United States securities and exchange commission logo
November 23, 2020
He Yu
Chief Executive Officer
Kuke Music Holding Limited
Building 96
4 San Jian Fang South Block
Chaoyang District, Beijing 100024
People's Republic of China
Re: Kuke Music Holding
Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted November
13, 2020
CIK No. 0001809158
Dear Mr. Yu:
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.
Amendment No. 2 to Draft Registration Statement on Form F-1, submitted
November 13, 2020
PRC laws and regulations over direct investment in and loans to PRC
entities . . . , page 36
1. We note your response
to comment 2, including that your subsidiaries do not have any
current plan to
increase their registered capital and therefore are not required to complete
the relevant filing and
registration procedures. Please disclose the amount of capital that
you are currently able
to contribute to your PRC subsidiaries, based upon their current
registered capital. In
this regard, we note your disclosure that "there is no statutory limit
to the amount of
funding that [you] can provide to [y]our PRC subsidiaries through capital
contributions, because
there is no statutory limit on the amount of registered capital for
He Yu
Kuke Music Holding Limited
November 23, 2020
Page 2
[y]our PRC subsidiaries and [you] are allowed to make capital
contributions to [y]our
PRC subsidiaries by subscribing for their registered capital."
Therefore, it appears that
your capital contributions will be limited to the current registered
capital of your PRC
subsidiaries.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The COVID-19 Pandemic, page 74
2. We note your response to comment 4, including that, as the Company was
only able to
resume organizing live classical music events in October 2020, it is
not in a position to
accurately assess the extent to which the COVID-19 pandemic has had on
its ticket sales
and sponsorship fees. However, you disclose throughout your filing
that "due to
restrictions on public gatherings, travel bans and the general
population's fears regarding
contracting COVID-19, [you] had to cancel the production of many
on-ground, live
classical music events and, for this year's Beijing Music Festival,
which was held in
October 2020, [you] were not able to organize as many live classical
music performances
or invite as many performing artists as [you] had been able to, which
has led to decreased
ticket sales and related sponsorship fees." Please quantify the
estimated decrease in ticket
sales and sponsorship fees due to restrictions related to the COVID-19
pandemic, or
provide us with further detail as to why that is not possible and/or
appropriate.
3. We note the following amended disclosure on page 74:
"We had 4,802 new Kukey students during the three months ended
September 30, 2020
and recruited 6,230 additional Kukey students in October 2020. During
the three months
ended September 30, 2020, sales of our Kuke smart pianos, Kuke smart
music teaching
systems and related accessories increased by RMB1.7 million (US$0.2
million),
representing an increase of 196.6% from the three months ended
September 30, 2019. The
number of institutional subscribers who started or renewed their
subscription also
increased by 82 during the three months ended September 30, 2020, as
compared to 70 in
the six months ended June 30, 2020. In addition, the average spending
of our licensees
increased by approximately 117.2% for the three months ended September
30, 2020
compared to the same period in 2019."
To provide more balanced disclosure regarding your increase in sales and
subscribers for
FirstName LastNameHe Yu
the three months ended September 30, 2020, please disclose an estimate
of your costs and
Comapany NameKuke
expenses for the Music HoldingorLimited
same period, include narrative disclosure
providing additional context
for these
November increases
23, 2020 Page 2in sales and subscribers.
FirstName LastName
He Yu
FirstName
Kuke MusicLastNameHe Yu
Holding Limited
Comapany 23,
November NameKuke
2020 Music Holding Limited
November
Page 3 23, 2020 Page 3
FirstName LastName
Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steve Lin