United States securities and exchange commission logo
February 9, 2021
Cong (Kenny) Li
Chief Executive Officer
Onion Global Ltd
No. 309 3-05 Huangfu Avenue Zhong
Tianhe District, Guangzhou City, Guangdong Province
People s Republic of China
Re: Onion Global Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted January
20, 2021
CIK No. 0001829949
Dear Mr. Li:
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. 1 to Draft Registration Statement on Form F-1 submitted
January 20, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
Operating Activities, page 97
1. Please revise the
second paragraph on page 97 to indicate that you generated cash from
operating activities
during the six months ended June 30, 2019 rather than used cash in
operating activities
during this period.
Cong (Kenny) Li
FirstName LastNameCong (Kenny) Li
Onion Global Ltd
Comapany9,NameOnion
February 2021 Global Ltd
February
Page 2 9, 2021 Page 2
FirstName LastName
Industry, page 106
2. We note your disclosure on page 115 that states that you are the fifth
largest among all
cross-border e-commerce platforms in China. We also note your response
to our prior
comment 11 that your product and service revenues generated outside
of China
accounted for less than 1% of [your] total product and service
revenues for the year ended
December 31, 2018 and 2019 and for the six months ended June 30, 2020.
Please tell us
how you define cross-border, how the CIC report defines
cross-border for you and for
the 30 other companies included in the cross-border e-commerce space,
and please revise
your disclosure throughout to include the applicable definition in
each instance where you
mention your status as a cross-border e-commerce company. In
addition, your
disclosure on page 115 says that you are the fifth largest of such
platforms that offer
lifestyle brands. Please also indicate how you have defined the space
in which you are the
fifth largest, and whether it is limited to e-commerce platforms that
offer only a specific
type of product or operate in a specific region. Please add a specific
definition each place
that you discuss your position as fifth largest in the industry.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-22
3. We note your response to our prior comment 16. Please revise your
accounting policy
disclosures to explain how you account for cash incentives to O'
Partners for their product
promotion efforts and for costs of offline events to which you invite
O' Partners and
KOCs. Also, revise to disclose the amounts of each type of incentive
and promotional
items that have been reflected in your consolidated financial
statements during each
period presented.
You may contact Blaise Rhodes at (202) 551-3774 or Linda Cvrkel at (202)
551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Li He