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United States securities and exchange commission logo
May 23, 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, 2022
Response dated
April 4, 2023
File No. 001-38423
Dear Lu Lv:
We have reviewed your April 4, 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
March 10, 2023 letter.
Form 20-F for the Year Ended December 31, 2022
Item 3. Key Information
Licenses and Approvals, page 7
1. We note your response
to comment 1. Please revise to identify your PRC legal counsel
referenced in the
filing. Your disclosure also provides that you have received all
approvals "explicitly"
required. Please clarify in your disclosure whether the company is
subject to other
approvals not "explicitly" required.
Lu Lv
FirstName LastNameLu Lv
Sunlands Technology Group
Comapany
May NameSunlands Technology Group
23, 2023
May 23,
Page 2 2023 Page 2
FirstName LastName
The Group is subject to a variety of laws and other obligations regarding data
protection . . . ,
page 29
2. Based on your response to comment 3, 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. Please revise your disclosure
here to clearly state as
much and explain why such an opinion was not obtained.
Item 16.I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 118
3. We note your statement that you reviewed your register of members and
public filings
made by your shareholders in connection with your required submission
under paragraph
(a). Please supplementally describe any additional materials that were
reviewed and tell
us whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures
under paragraphs
(b)(2) and (3).
4. We note that your disclosures pursuant to paragraph (b) are limited to
yourself and your
material operating entities. However, please note that Item
16I(b) requires that you
provide disclosures for yourself and your consolidated foreign
operating entities,
including variable interest entities or similar structures. With
respect to (b)(2), please
supplementally clarify the jurisdictions in which your consolidated
foreign operating
entities are organized or incorporated and confirm, if true, that you
have disclosed the
percentage of your shares or the shares of your consolidated operating
entities owned by
governmental entities in each foreign jurisdiction in which you have
consolidated
operating entities. Alternatively, please provide this information in
your supplemental
response. Please also make corresponding representations, if true,
with respect to (b)(3),
(4) and (5), or provide this information in your supplemental
response.
5. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
6. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our best knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of
the Chinese
Communist Party.
Lu Lv
Sunlands Technology Group
May 23, 2023
Page 3
Contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at (202)
551-3783 If you
have any questions about comments related to your status as a
Commission-Identified Issuer
during your most recently completed fiscal year. Please contact Rucha Pandit at
(202) 551-
6022 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
May 23, 2023 Page 3
cc: Li He
FirstName LastName