United States securities and exchange commission logo
April 26, 2022
Amy Tung
Chief Financial Officer
ATA Creativity Global
c/o 1/F East Gate, Building No. 2, Jian Wai Soho,
No. 39 Dong San Huan Zhong Road,
Chao Yang District, Beijing 100022, China
Re: ATA Creativity
Global
Form 20-F for
Fiscal Year Ended December 31, 2020
Response dated
April 13, 2022
File No. 001-33910
Dear Ms. Tung:
We have reviewed your April 13, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 1, 2022 letter.
Response dated April 13, 2022
General
1. In each instance where
you discuss the Holding Foreign Companies Accountable Act,
please revise to also
discuss and specifically name the Accelerating Holding Foreign
Companies Accountable
Act and each time you reference the three year non-inspection
period, acknowledge
that such Act, if passed, will reduce the period to two years. For
example, your response
to comment 10 in your response letter dated October 15, 2021,
states that "[o]n June
22, 2021, the U.S. Senate passed a bill which, if passed by the U.S.
House of
Representatives and signed into law, would reduce the number of consecutive
non-inspection years
required for triggering the prohibitions under the HFCAA from three
years to two." Please
revise to identify this bill as the Accelerating Holding Foreign
Amy Tung
ATA Creativity Global
April 26, 2022
Page 2
Companies Accountable Act.
2. We note the structure chart that you have provided in response to comment
5 in your
response letter dated October 15, 2021 and in response to comment 1 in
your response
letter February 22, 2022. With respect to the VIE, please remove the
solid lines that
denote relationships with the VIE, and used dashed lines in their place.
Where you use
dashed lines, please remove the arrows.
3. We note your amended disclosure in response to comment 5, specifically
your revised
disclosure regarding cash in the PRC or a PRC domiciled entity. Please
amend your
disclosure in the Key Information, Summary of Risk Factors and Risk
Factors sections to
state that, to the extent cash is located in the PRC or within a PRC
domiciled entity and
may need to be used to fund our operations outside of the PRC, the funds
may not be
available due to such limitations unless and until related approvals and
registrations are
obtained. In the Key Information section, provide cross-references to
these other
discussions. Also, please discuss whether there are limitations on your
ability to transfer
cash between you, your subsidiaries, the consolidated VIE or investors.
Provide a cross-
reference to your discussion of this issue in your Key Information,
Summary of Risk
Factors and Risk Factors sections, as well.
4. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, the consolidated VIE or investors,
summarize the policies
the Key Information section and disclose the source of such policies
(e.g., whether they
are contractual in nature, pursuant to regulations, etc.); alternatively,
state in the Key
Information section that you have no such cash management policies that
dictate how
funds are transferred.
5. The disclosure regarding your cash transfers should not be qualified by
materiality.
Please make appropriate revisions to your disclosure.
You may contact Aamira Chaudhry at (202)-551-3389 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202) 551-3264 with any
other
questions.
Sincerely,
FirstName LastNameAmy Tung
Division of
Corporation Finance
Comapany NameATA Creativity Global
Office of Trade &
Services
April 26, 2022 Page 2
cc: Ning Zhang
FirstName LastName