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United States securities and exchange commission logo
July 24, 2023
Chen Chen
Chief Financial Officer
ATRenew Inc.
12th Floor, No. 6 Building, 433 Songhu Road, Shanghai
People s Republic of China
Re: ATRenew Inc.
Annual Report on
Form 20-F
Filed April 18,
2023
File No. 001-40486
Dear Chen Chen:
We have reviewed your filing 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.
Annual Report on Form 20-F filed April 18, 2023
Item 3. Key Information
The Holding Foreign Companies Accountable Act, page 4
1. In future filings,
please disclose the location of your auditor's headquarters. Additionally,
where you discuss the
HFCAA, revise to clarify that such act was amended by the
Consolidated
Appropriations Act, 2023, and where you disclose the risk that "the SEC
will prohibit our
shares or the ADSs from being traded on a national securities exchange,"
also disclose the
related risk that an exchange may determine to delist your ADSs. Make
conforming changes, as
applicable, in your risk factor on page 42. Tell us what your
disclosure will look
like.
Doing Business in China, page 4
2. We note your disclosure
discussing the "various risks and uncertainties related to doing
business in China." In
future filings, please revise to clarify that the risks associated with
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operating in China also apply to your operations in Hong Kong. In this
regard, while we
note that you carve-out Hong Kong from your definition of "China" in
your Introduction
section, you disclose on page 28 that you have "one regional operation
center in Hong
Kong." Make conforming changes throughout your risk factor discussion
as applicable,
and in particular, include risk factor disclosure explaining whether
there
are laws/regulations in Hong Kong that result in oversight over data
security, how this
oversight impacts the company s business, and to what extent the
company believes that it
is compliant with the regulations or policies that have been issued.
Tell us what your
disclosure will look like.
Our Holding Company Structure, page 5
3. We note your disclosure on page 5 that "[w]e are not an operating
company but a Cayman
Islands holding company with operations primarily conducted by our
subsidiaries in
China." In future filings, please disclose this statement prominently
at the beginning of
your Item 3 disclosure and also disclose that this structure involves
unique risks to
investors. Additionally, disclose that investors may never hold equity
interests in the
Chinese operating company. Your disclosure should acknowledge that
Chinese regulatory
authorities could disallow this structure, which would likely result
in a material change in
your operations and/or a material change in the value of your ADSs,
including that it
could cause the value of such ADSs to significantly decline or become
worthless. Provide
a cross-reference to your detailed discussion of risks facing the
company as a result of this
structure. Tell us what your disclosure will look like.
4. We note the diagram of "our corporate structure consisting of our
principal subsidiaries."
In future filings, to the extent that you continue to include the
former VIE in your
structure chart, revise your disclosure to clarify that the structure
consists of your principal
subsidiaries and the former VIE, so as to refrain from implying that
the former VIE is one
of your subsidiaries. Also revise the chart so as to use dotted lines,
as opposed to solid
lines, to denote the relationships with the former VIE, and clarify
that the former VIE is
wound up. Alternatively, given that you wound up your VIE structure in
2022, consider
removing this aspect of your chart. In connection therewith, in future
filings, identify
clearly the entity in which investors are purchasing their interest
and the entity(ies) in
which the company s operations are conducted. In this regard, we
note your disclosure on
page 45 that "we conduct our business primarily through the former VIE
and its
subsidiaries in China." As you have wound up such former VIE, update
your disclosure
throughout the annual report to clarify which entities you conduct
your operations through
(e.g., your disclosure on page 42 indicates that you acquired all of
the equity ownership in
the former VIE). Tell us what your disclosure will look like.
5. We note your disclosure that, prior to winding up the VIE, the related
"contractual
arrangements allowed us to (i) exercise effective control over
Shanghai Wanwuxinsheng
and its subsidiaries, (ii) receive all economic benefits of Shanghai
Wanwuxinsheng . . . ."
We also note your disclosure in the subsequent sub-section that
"[b]ecause ATRenew Inc.
Chen Chen
ATRenew Inc.
July 24, 2023
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and its subsidiaries control the former VIE through contractual
arrangements prior to
unwinding . . . ." In future filings, where you discuss such
arrangements, please refrain
from implying that the contractual agreements are equivalent to equity
ownership in
the business of the former VIE. Any references to control or benefits
that accrued to you
because of the former VIE should be limited to a clear description of
the conditions you
satisfied for consolidation of the former VIE under U.S. GAAP. Making
conforming
changes throughout the annual report, as applicable (e.g., on page
41). Additionally, we
note your disclosure that "we had control over and were the primary
beneficiary of our
consolidated affiliated entities and hence consolidated their
financial results and their
subsidiaries into our consolidated financial statements under the U.S.
GAAP." In future
filings, revise your disclosure to clarify that you were the primary
beneficiary of the VIE
for accounting purposes. Last, where you refer to "our former VIE" on
page 6, revise to
remove any reference to "our." Tell us what your disclosure will look
like.
Permissions Required from the PRC Authorities for Our Operations , page 5
6. We note your disclosure that "our PRC subsidiaries have obtained the
requisite licenses
and permits from the PRC government authorities that are material for
the business
operations in China, including, among others . . . ." The disclosure
here should not be
qualified by materiality. In future filings, make appropriate
revisions to your disclosure,
and elaborate upon what you mean by "among others," so as to provide a
more detailed
discussion of the permissions or approvals other than the EDI License
that are required to
operate your business. Additionally, here and in the second paragraph
of this section,
expand your disclosure to cover you and your Hong Kong intermediate
holding
companies, and in each instance where you discuss permits or
permissions, also discuss
approvals. Last, where you discuss whether you are covered by the CSRC
and CAC's
permissions requirements, also expand your discussion to address
whether you are subject
to permission requirements by any other governmental agency. Tell us
what your
disclosure will look like.
7. In future filings, here and in your risk factors, please describe the
consequences to you and
your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions
or approvals, (ii) inadvertently conclude that such permissions or
approvals are not
FirstName LastNameChen Chen
required, or (iii) applicable laws, regulations, or interpretations
change and you are
Comapany NameATRenew
required to obtain suchInc.
permissions or approvals in the future. Tell
us what your
disclosure will
July 24, 2023 Page 3 look like.
FirstName LastName
Chen Chen
FirstName LastNameChen Chen
ATRenew Inc.
Comapany
July NameATRenew Inc.
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FirstName LastName
8. We note that you do not appear to have relied upon an opinion of
counsel with respect to
your conclusions that you have the requisite licenses and permits to
operate your business,
as well as your conclusion that you do not need any permissions from
CAC or the CSRC.
In future filings, if true, state as much and explain why such an
opinion of counsel was not
obtained. Additionally, with respect to your conclusion that you are
not subject to the
CAC or CSRC requirements, revise to explain the basis for such
conclusion. Make
conforming changes as appropriate in your risk factors discussing CSRC
and CAC. Tell
us what your disclosure will look like.
Transfer of Funds and Other Assets Within Our Organization, page 6
9. We note your disclosure that "[t]o date, no dividends or distributions
have been made to
our company by our PRC subsidiaries or the former VIE." In future
filings, expand your
disclosure to cover transfers in addition to dividends or
distributions, and also discuss any
transfers, dividends or distributions to or from your investors. To
the extent there were
any additional cash transfers not yet disclosed, quantify such
transfers and state the
direction. Additionally, where you disclose the transfers to and from
you, your
intermediate holding companies, your subsidiaries and the former VIEs
in the second
paragraph of this section, clarify which entities received or gave
which amounts. With
respect to any of the foregoing transfers, also disclose any
applicable tax consequences.
Tell us what your disclosure will look like.
10. We note your disclosure that "our PRC subsidiaries are restricted in
their ability to transfer
a portion of their net assets . . . " as well as your quantification
of such restricted portions.
In future filings, disclose that, as a result of such restricted
portions, the cash and/or assets
may not be available to fund operations or for other use outside of
the PRC, and also
include comparable risk factor disclosure. Additionally, revise here
and in your risk
factors to state that, to the extent cash and/or assets in the
business are in Hong Kong or
your Hong Kong entities, the cash and/or assets may not be available
to fund operations or
for other use outside of Hong Kong due to interventions in or the
imposition of restrictions
and limitations on the ability of you or your subsidiaries by the PRC
government to
transfer cash and/or assets. Provide cross-references to this
discussion in the risk factors
section. Tell us what your disclosure will look like.
11. To the extent you have cash management policies that dictate how funds
are transferred
between you and your subsidiaries, summarize the policies and disclose
the source of such
policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.).
Alternatively, state that you have no such cash management policies
that dictate how
funds are transferred. Provide cross-references to this discussion in
the risk factors
section. Tell us what your disclosure will look like.
A. Selected Financial Data, page 7
12. We note that the former VIE constitutes a material part of your
consolidated financial
statements. Please provide in tabular form a condensed consolidating
schedule that
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July 24, 2023
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disaggregates the operations and depicts the financial position, cash
flows, and results of
operations as of the same dates and for the same periods for which
audited consolidated
financial statements are required. The schedule should present major
line items, such as
revenue and cost of goods/services, and subtotals and disaggregated
intercompany
amounts, such as separate line items for intercompany receivables and
investment in
subsidiary. The schedule should also disaggregate the parent company,
the former VIE
and its consolidated subsidiaries, the WFOEs that are the primary
beneficiary of the
former VIE, and an aggregation of other entities that are
consolidated. The objective of
this disclosure is to allow an investor to evaluate the nature of
assets held by, and the
operations of, entities apart from the former VIE, as well as the
nature and amounts
associated with intercompany transactions. Any intercompany amounts
should be
presented on a gross basis and when necessary, additional disclosure
about such amounts
should be included in order to make the information presented not
misleading.
D. Risk Factors
Summary of Risk Factors
Risks Related to Doing Business in China, page 11
13. In future filings, in your summary of risk factors, specifically
discuss risks arising from
the legal system in China, including risks and uncertainties regarding
the enforcement of
laws and that rules and regulations in China can change quickly with
little advance notice;
and the risk that the Chinese government may intervene or influence
your operations at
any time, or may exert more control over offerings conducted overseas
and/or foreign
investment in China-based issuers, which could result in a material
change in your
operations and/or the value of your ADSs. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers could
significantly limit or
completely hinder your ability to offer or continue to offer ADSs to
investors and cause
the value of such ADSs to significantly decline or be worthless. Last,
include individual,
specific cross-references here and in your summary risk factor section
entitled "Risks
Related to Our Corporate Structure" to the more detailed discussion of
these risks that
follows in this section. Please tell us what your disclosure will look
like.
"The PRC government's significant oversight over our business operation could
result in a
material adverse change in our operations . . . ", page 45
14. We note your disclosure that "[t]he PRC government has significant
oversight over the
conduct of our business, and it may influence our operations, which
could result in a
FirstName LastNameChen Chen
material adverse change in our operation and/or the value of our ADSs."
In future filings,
Comapany NameATRenew
revise to state that theInc.
PRC government may intervene or influence your
operations at any
time. Tell us
July 24, 2023 Page 5 what your disclosure will look like.
FirstName LastName
Chen Chen
FirstName LastNameChen Chen
ATRenew Inc.
Comapany
July NameATRenew Inc.
24, 2023
July 24,
Page 6 2023 Page 6
FirstName LastName
"You may experience difficulties in effecting service of legal process,
enforcing foreign
judgments or bringing actions in China . . . ", page 46
15. We note your disclosure that "almost all of our directors and officers
reside within China
and almost all of them are PRC nationals." In future filings, please
identify the relevant
individuals, and to the extent that one or more of your directors or
members of senior
management is based in Hong Kong, also state that is the case and
identify the relevant
individuals. Please also include a separate "Enforceability" section
that addresses whether
or not investors may bring actions under the civil liability
provisions of the U.S. federal
securities laws against you, your officers or directors who are
residents of a foreign
country, and whether investors may enforce these civil liability
provisions when your
assets, officers, and directors are located outside of the United
States. Tell us what your
disclosure will look like.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 156
16. 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).
17. 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.
18. 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 provide 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 in your supplemental response.
19. We note that your disclosures pursuant to Item 16I(b)(3), (b)(4) and
(b)(5) refer to our
company or our company or our operating entities. It is
unclear from the context of
these disclosures whether our company is meant to encompass you
and all of your
consolidated foreign operating entities or whether in some instances
this term refers solely
to ATRenew Inc. Please note that Item 16I(b) requires that you provide
each disclosure
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ATRenew Inc.
July 24, 2023
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for yourself and your consolidated foreign operating entities, including
variable interest
entities or similar structures. To clarify this matter, please provide
the information
required by each subsection of Item 16I(b) for you and all of your
consolidated foreign
operating entities in your supplemental response.
20. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is To the best of our 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.
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 Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Pattan at 202-551-6756 or Jennifer Thompson at 202-551-3737 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 Brian Fetterolf at
202-551-6613 or Donald
Field at 202-551-3680 with any other questions.
Sincerely,
FirstName LastNameChen Chen
Division of
Corporation Finance
Comapany NameATRenew Inc.
Office of Trade &
Services
July 24, 2023 Page 7
cc: Shu Du
FirstName LastName