View:
United States securities and exchange commission logo
March 10, 2023
Lu Lv
Chief Financial Officer
Sunlands Technology Group
Building 4-6, Chaolai Science Park, No. 36
Chuangyuan Road, Chaoyang District
Beijing, 100012, the People s Republic of China
Re: Sunlands Technology
Group
Form 20-F for the
Year Ended December 31, 2021
Correspondence
dated January 12, 2023
File No. 001-38423
Dear Lu Lv:
We have reviewed your January 12, 2023 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
December 23, 2022 letter.
Correspondence Filed January 12, 2023
Item 3. Key Information, page 1
1. We note your response
to comment 6 and proposed revised future disclosure. The
disclosure regarding
permissions or approvals should not be limited by materiality. Please
make appropriate
revisions to your disclosure. Additionally, we note that you do not
appear to have relied
upon an opinion of counsel with respect to your conclusions that you
do not need any
additional permissions and approvals to operate your business and to
offer securities to
investors, aside from the CAC cybersecurity review. If you did not rely
upon an opinion of
counsel, please state as much an explain why such an opinion was not
obtained. Lastly, where
you disclose that you are not required to obtain permissions to
offer securities or
maintain your NYSE listing status, please revise to ensure your
Lu Lv
Sunlands Technology Group
March 10, 2023
Page 2
disclosure also states whether you are required to obtain such
permissions to operate your
business.
Summary of Risk Factors, page 2
2. We note your summary risk factors and disclosure of risks related to
doing business in
China. Please revise to include cross-references to the relevant
individual detailed risk
factors in that section.
3.D. Risk Factors
Risks Related to Doing Business in China, page 27
3. We note your response to comment 10 and your proposed revised disclosure.
It appears
that you did not rely upon an opinion of counsel with respect to your
conclusion that you
are compliant with PRC laws and regulations regarding data security. If
true, state as
much and explain why such an opinion was not obtained.
Item 4. Information on the Company
Recent Regulatory Development Draft Cybersecurity Measures, page 45
4. We note your revised disclosure in response to comment 14. Please further
revise your
disclosure that you are not currently required to obtain any permission
from or complete
any filing with the CAC in order for you to conduct a securities offering
or maintain your
listing status on the NYSE to also state, if true, that you are not
required to obtain any
permission from the CAC to conduct your business.
Potential CSRC Approval Required for the Listing of our ADSs, page 46
5. We note your response to comment 15 and your proposed revise disclosure.
Please
expand your discussion to state whether your subsidiaries are covered by
permissions
requirements from the CSRC.
You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at
202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any
other questions.
Sincerely,
FirstName LastNameLu Lv
Division of
Corporation Finance
Comapany NameSunlands Technology Group
Office of Trade &
Services
March 10, 2023 Page 2
cc: Li He
FirstName LastName