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September 13, 2018
Yu Huang
Chief Executive Officer
China Index Holdings Limited
Tower A, Beijing Fangxiang, No. 20 Guogongzhuang Middle Street
Fengtai District
Beijing 100070, People's Republic of China
Re: China Index Holdings Limited
Draft Registration Statement on Form F-1
Submitted August 17, 2018
CIK No. 0001749797
Dear Ms. Huang:
We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1
Our Corporate History and Structure, page 5
1. Please add an additional ownership structure chart with graphics and
narrative disclosure
to illustrate the company's ownership structure after the separation and
distribution and
upon consummation of the offering. The chart should illustrate the
company's post-
offering ownership structure including the relative ownership of your
ADSs/ordinary
shares and the associated voting rights between existing shareholders
and public
shareholders.
Yu Huang
FirstName LastNameYu Huang
China Index Holdings Limited
Comapany 13, 2018
September NameChina Index Holdings Limited
September 13, 2018 Page 2
Page 2
FirstName LastName
Use of Proceeds, page 76
2. Refer to the last paragraph of this section. Please quantify the
estimated proceeds which
may be loaned or contributed to your PRC subsidiaries without
additional registration or
approval. To the extent you will be required to obtain additional
approvals to loan or
contribute the proceeds of this offering, also discuss the anticipated
time frame for receipt
of and the likelihood you will obtain the necessary approvals.
Business Cooperation Agreement, page 102
3. Please discuss the material terms of this agreement in greater detail.
In this regard, we
note that it appears that your online marketplace services business
will be operated
through Fang's existing website; that you will be entitled to certain
revenue based on
marketing and advertising services related to the commercial real
estate business; and that
you will also be required to pay certain fees to Fang for
technological support and
operating the commercial real estate channel. Please discuss in
greater detail how revenue
and expenses will be allocated between the parties.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies, Judgments and Estimates, page 113
4. Please tell us what consideration you gave to discussing any other
critical accounting
estimates, such as those related to the allocation of expenses and
share-based
compensation.
Business
Online Marketplace, page 137
5. Based on your disclosure in the Business Cooperation Agreement section
on page 102, it
appears that Fang will actually operate the website. Please revise
this section to clarify
the relationship between the companies with respect to the provision
of online
marketplace services (residential versus commercial) including any
material terms of the
Business Cooperation Agreement necessary for investors to understand
how this service is
going to be provided to customers.
Our Clients, page 139
6. You indicate that in 2017 you signed on approximately 1,200 and 500
clients, primarily
consisting of institutional clients, for your information, analytics
services and promotion
services, respectively. Please clarify what these two figures
represent.
Yu Huang
FirstName LastNameYu Huang
China Index Holdings Limited
Comapany 13, 2018
September NameChina Index Holdings Limited
September 13, 2018 Page 3
Page 3
FirstName LastName
Regulation, page 144
7. Please discuss the material effects of the ICP license and any other
material licenses
or approvals required under PRC regulations on the provision of online
real-estate
services. Discuss the anticipated time frame for receipt of the ICP
license by your VIE.
We note the carryover risk factor on pages 34-35.
Compensation of Directors and Executive Officers, page 153
8. Please disclose the compensation of your executive officers and
directors on an individual
basis for your most recently completed fiscal year or confirm to us
that you are not
required to disclose this in the Cayman Islands or elsewhere (e.g. the
PRC). Refer to Item
6.B.1 of Form 20-F.
Taxation, page 183
9. We note that the introductory paragraph references four different tax
opinions. We also
note that the exhibit index only references three tax opinions. Please
revise to indicate
that you will file a tax opinion from Wilson Sonsini Goodrich & Rosati
or advise.
10. Refer to the first two paragraphs on page 185. Please briefly describe
the reasons for the
"significant uncertainties" in applying Bulletin 7.
The Separation and Distribution, page 184
11. We note your disclaimer in the first paragraph that "[t]his summary is
for general
information only and is not tax advice." Investors are entitled to
rely on the
provided opinions. Please revise to remove this inappropriate
disclaimer and limitation on
reliance. For guidance, refer to Section III.D.1 of Staff Legal
Bulletin No. 19. Please also
revise the disclaimer paragraphs on pages 187 and 194 in a similar
manner.
Notes to the Consolidated Financial Statements
Note 2. Significant accounting policies
(t) Recent Issued Accounting Standards, page F-17
12. We note that you plan to adopt the new leases and credit losses
accounting standards upon
the effective date for private companies as permitted for emerging
growth companies in
the JOBS Act. As such, please revise your disclosure to indicate the
effective date for
non-public business entities for each of these ASUs. Please also
revise your disclosure in
Recent Accounting Pronouncements beginning on page 120, accordingly.
13. Please clarify your disclosure that results for reporting periods
beginning after January 1,
2018 are presented under the new revenue recognition, considering that
no financial
statements covering the period of adoption have been presented. Please
also revise your
corresponding discussion in Recent Accounting Pronouncements beginning
on page 120.
Yu Huang
China Index Holdings Limited
September 13, 2018
Page 4
Signatures, page II-5
14. Please revise the second half of your signature page to indicate that
the registration
statement will be signed by your principal financial officer and your
controller or principal
accounting officer. Refer to Instructions for Signatures on Form F-1.
General
15. Please provide us with copies of all written communications, as
defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
retain copies of the communications.
16. Please provide us with copies of any graphical materials or artwork
you intend to use in
your prospectus. Upon review of such materials, we may have further
comments. For
guidance, refer to Question 101.02 of the Securities Act Forms
Compliance and
Disclosure Interpretations.
17. We note that the prospectus includes information and data from Frost &
Sullivan. If you
commissioned any research or reports for use in connection with the
registration
statement, please indicate that you will file a consent pursuant to
Rule 436 of the
Securities Act as an exhibit to your registration statement.
You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Donald
Field,
Attorney-Advisor, at 202-551-3680 or Nolan McWilliams, Attorney-Advisor, at
202-551-3217
with any other questions.
Sincerely,
FirstName LastNameYu Huang
Division of
Corporation Finance
Comapany NameChina Index Holdings Limited
Office of
Information Technologies
September 13, 2018 Page 4 and Services
FirstName LastName