United States securities and exchange commission logo
June 14, 2023
Zexiong Huang
Chief Executive Officer
Pintec Technology Holdings Ltd
3rd Floor, No. 11 Building
No. 109 Yard Tianjizhigu
Jinghai 3rd Street, BDA, Beijing, 101111
People s Republic of China
Re: Pintec Technology
Holdings Ltd
Form 20-F for the
Year Ended December 31, 2022
Filed May 15, 2023
File No. 001-38712
Dear Zexiong Huang:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 20-F for the Year Ended December 31, 2022
Introduction, page 1
1. Please revise your
definition of China to remove the exclusion of Hong Kong and Macau
from the definition.
Item 3. Key Information, page 3
2. Please revise to
include the diagram of your corporate organizational structure in the
forepart of the filing.
Also, include a footnote to your diagram, which identifies the VIE
shareholders, their
relationship to the company, if any, and their percentage ownership in
each entity.
Zexiong Huang
FirstName LastNameZexiong Huang
Pintec Technology Holdings Ltd
Comapany
June NamePintec Technology Holdings Ltd
14, 2023
June 14,
Page 2 2023 Page 2
FirstName LastName
Financial Information Related to the VIE Structures, page 5
3. Please address the following as it relates to your condensed
consolidating schedules:
Present amounts due to/due from between the VIEs and the parent
company and the
VIEs and the WFOE separately from any amounts due to/due from
between the
parent, WFOE and their equity owned subsidiaries.
Tell us in what line item you include the investment in equity
owned subsidiaries and
net assets of the VIEs and revise to include each of these amounts
in separate line
items clearly distinguishing the equity-owned investments from the
VIE contractual
arrangements.
Similarly, clarify where you have included any share of income
(loss) of the VIEs
and revise to disclose such amounts in a separate line item to
avoid any implication
that the VIE arrangements are similar to an equity method
investment.
Present any revenue and costs and expenses related to service fees
paid by the VIEs
to the WFOE and/or parent company separately from the other costs
and expenses of
the VIEs.
Revise the cash flow information as necessary based on revisions
requested in the
above bullet points.
Item 4. Information on the Company
A. History and Development of the Company, page 69
4. We note that On October 21, 2022, you confirmed that your Chairman of
the Board of
Directors and major shareholder, Jun Dong, has been detained and "is
under custody of
the relevant PRC government authority." Please tell us and revise to
significantly expand
your disclosures related to this matter. At a minimum, your
disclosures should include the
following:
the reasons for Mr. Dong's detainment by PRC authorities;
the dates of such detainment including whether he remains
detained;
any further actions taken, or proposed, by the PRC authorities
relating to Mr. Dong
and/or the company; and
any known financial impact, or potential financial impact, on the
company resulting
from Mr. Jun Dong's detainment
Also, describe in reasonable detail, Mr. Dong's involvement in the
operations of the
business in his capacity as Chairman and significant shareholder.
Explain how Mr.
Dong has been able to fulfill his role and responsibilities as
Chairman during his
detainment and explain how your operations have continued to be
"conducted in the
ordinary course" during his detainment.
Item 19. Exhibits, page 188
5. Please revise to file the Exclusive Business Cooperation Agreement
between Pintec
(Beijing) Technology Co. Ltd and Beijing Xinshun Dingye Technology Co.
Ltd. Refer to
paragraph 4 to Instructions as to Exhibits to Form 20-F.
Zexiong Huang
Pintec Technology Holdings Ltd
June 14, 2023
Page 3
Note 2. Summary of significant accounting policies
(g) Cash and cash equivalents, page F-13
6. Please provide us with a detailed breakdown of the items included in
your total cash and
cash equivalents and ensure that at a minimum, you separately provide
the amounts held
in cash, time deposits and any other type of deposit (e.g. money
market funds).
Technical service fees , page F-20
7. We note that you consider the online credit assessment, referral
control service, risk
control service and post-lending management services are not distinct
and, therefore, you
concluded that these services are one performance obligation. Please
describe for us each
of these services and explain how you determined that such services
are not distinct.
Also, tell us the service period for such arrangements and revise to
disclose how you
measure progress toward completion for the performance obligation.
Refer to ASC 606-
10-25-19 through 21 and 50-18.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
FirstName LastNameZexiong Huang Sincerely,
Comapany NamePintec Technology Holdings Ltd
Division of
Corporation Finance
June 14, 2023 Page 3 Office of
Technology
FirstName LastName