UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 22, 2021
Tianjun Zhang
Chairman of the Special Committee
China Customer Relations Centers, Inc.
1366 Zhongtianmen Dajie, Xinghuo
Science and Technology Park,
High-tech Zone, Taian City
Shandong Province
People s Republic of China
Re: China Customer Relations Centers, Inc.
Schedule 13E-3 filed by China Customer Relations Centers,
Inc., et al.
Filed on March 17, 2021
File No. 005-89862
Dear Mr. Zhang,
We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so we may better understand
the disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. After reviewing any amendment to the filing and any information
provided in
response to these comments, we may have additional comments.
If you do not believe our comments apply to your facts and
circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
Schedule 13E-3
General
1. Please advise us how the disclosures required by Rule 13e-3(e)(1)(i) and
(ii) will be
distributed in accordance with Rule 13e-3(f)(1). To the extent the Schedule
13E-3 filing in
its entirety will not be distributed, please advise us why the disclosure
under Item 9(c) may
be withheld given that the specific disclosure regarding inspection and
copying does not
appear to have been included with the preliminary proxy statement filed as
exhibit (a)(1).
The generic disclosure appearing on page 99 regarding inspection is
insufficient.
Item 13. Financial Statements
2. Financial information has been incorporated by reference from a Form 20-F
and Form 6-K.
Under General Instruction F of Schedule 13E-3, an express reference must be
made to a
Mr.Tianjun Zhang
c/o China Customer Relations Centers, Inc.
March 22, 2021
Page 2
document that contains the required information. Under Item 16 of Schedule
13E-3 and
corresponding Item 1016(a)(5) of Regulation M-A, any document from which
required
information has been so incorporated must be filed as an exhibit. The
reference to a copy
in General Instruction F is only intended to mean the substantive content of
information so
incorporated as distinguished from the controlling requirement to identify
the information so
incorporated as an entry on the exhibit list. Accordingly, please revise the
exhibit list.
Exhibit (a)(1) Preliminary Proxy Statement
3. The legend required by Rule 13e-3(e)(1)(iii) has been printed in bold
typeface on page 4
(four) of a cover letter to shareholders. This legend, however, must appear
on the outside
front cover page of a disclosure document regulated under Rule 13e-3.
Please revise.
Reasons for the Merger and Recommendation of [ ] the Board, page 32
4. The disclosure at page 40 indicates that the Company [ ] believes that
the merger
agreement, the plan of merger, the articles of merger and the transactions
contemplated
thereby, including the merger, are substantively and procedurally fair to
and in the best
interest of the [ ] unaffiliated security holders. Notwithstanding the
determination made
regarding fairness from a procedural protection point of view, the
disclosure earlier explains
that no director who is not an employee of the Company has retained an
unaffiliated
representative to act solely on behalf of unaffiliated security holders for
purposes of
negotiating the terms of the transaction and/or preparing a report
concerning the fairness of
the transaction. Please advise us, with a view toward revised disclosure,
how compliance
with Items 1014(c) - (d) of Regulation M-A has been effectuated. Under
General Instruction
E to Schedule 13E-3, negative responses to any disclosure requirements
imposed under Item
8 must be disclosed. See also Responses 20-21 in Release No. 34-17719 (April
13, 1981).
Note also that the term unaffiliated security holder is defined in
Rule 13e-3(a)(4) and that
the meaning of the term extends beyond members of the Buyer Group
named in this filing.
Position of the Buyer Group as to the Fairness of the Merger, page 40
5. Please advise us, with a view toward revised disclosure, how compliance with
Items 1014(c)
- (d) of Regulation M-A has been effectuated. Under General Instruction E to
Schedule 13E-
3, negative responses to any disclosure requirements imposed under Item 8
must be
disclosed. The Buyer Group appears to have acknowledged only that the merger
is subject to
the approval by a majority of the Shares entitled to vote as distinguished
from a majority of
unaffiliated shareholders.
Exhibits (c)(1)-(c)(3) | Disclaimers by Houlihan Lokey (China) Limited
6. Houlihan Lokey s repeated representations in the above-captioned exhibits
emphasize that its
express consent is required before the opinion and discussion materials may
be used by any
person other than the intended recipient. Consequently, the use of this
disclaimer may limit
Mr.Tianjun Zhang
c/o China Customer Relations Centers, Inc.
March 22, 2021
Page 3
reliance on the associated disclosures by unaffiliated security holders.
Please include
disclosure in the associated proxy statement and/or these exhibits to remove
the implication
that unaffiliated security holders are precluded from being eligible to rely
upon all of these
disclosures by affirmatively stating, if true, that Houlihan Lokey consents
to the inclusion of
its opinion and materials in this filing and that unaffiliated security
holders may rely upon
such information without limitation. Alternatively, provide the disclosures
recommended by
the Division of Corporation Finance accessible via the following link as
being necessary to
clarify security holders right to rely on such opinion and materials.
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm
We remind you that China Customer Relations Centers, Inc. is responsible
for the
accuracy and adequacy of its disclosures, notwithstanding any review, comments,
action or
absence of action by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas P.
Panos
Nicholas P. Panos
Senior Special
Counsel
Office of Mergers &
Acquisitions
cc: Stephanie Tang, Esq.