United States securities and exchange commission logo
August 10, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Ltd
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re: DDC Enterprise Ltd
Registration
Statement on Form F-1
Filed on July 25,
2023
File No. 333-272689
Dear Norma Chu:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form F-1 Amendment No 1 filed on July 25, 2023
General
1. We note your response
to comment 1. Please discuss in your risk factors the sixth to last
sentences of paragraph
two.
Prospectus Summary, page 1
2. We note your revised
disclosures in response to comment 6. Please revise the filing to
clarify that the
failure to obtain the CSRC approval will completely hinder your ability to
offer your shares,
rather than that it may do so. Further, your revised disclosures that
you still need to
complete the filing procedure with the CSRC for consummating this
offering according to
the Trial Measures appear inconsistent with the disclosures that no
Norma Chu
FirstName LastNameNorma Chu
DDC Enterprise Ltd
Comapany
August 10, NameDDC
2023 Enterprise Ltd
August
Page 2 10, 2023 Page 2
FirstName LastName
prior permission is required under the the Opinions from any PRC
governmental
authorities (including the CSRC) for consummating this offering.
Please revise the filing
to remove the apparent inconsistent disclosures.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of Revenues, page 109
3. We note your disclosure that your product costs increased for the
three months ended
March 31, 2023 and decreased for the year ended December 2022, as
compared to their
comparable year periods, which were in line with consumer product
sales. Please revise
to elaborate on the reasons underlying such changes. Further, please
revise page 111 to
clarify that your total cost of revenues increased for the three
months ended March 31,
2023, as compared to the prior year quarter.
Operating Expenses, page 110
4. We note your disclosure that your general and administrative expenses
increased for the
three months ended March 31, 2023, as compared to the prior year
quarter. Please revise
to elaborate on the reasons underlying such change. Further, we note
your disclosure on
page 112 that this expense decreased rather than increased. Please
revise to clarify this
inconsistency.
Liquidity and Capital Resources, page 118
5. We note your disclosures about certain significant short-term bank
borrowings with China
Citic Bank and HSBC that were repayable by July and June 2023,
respectively. Please
update these disclosures given that this prospectus is dated after
such dates.
Part II
Information Not Required in Prospectus
Exhibit Index
Exhibit 3.2 - Form of Tenth Amended and Restated Memorandum and Articles of
Association of
the Registrant..., page II-5
6. We note your response to comment 11 and reissue the last sentence of
our comment to
revise the par value in this exhibit for consistency.
Norma Chu
DDC Enterprise Ltd
August 10, 2023
Page 3
You may contact Ernest Greene at 202-551-3733 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with
any other
questions.
Sincerely,
FirstName LastNameNorma Chu
Division of
Corporation Finance
Comapany NameDDC Enterprise Ltd
Office of
Manufacturing
August 10, 2023 Page 3
cc: Lawrence Venick
FirstName LastName