United States securities and exchange commission logo
January 10, 2022
Weidong Luo
Chief Executive Officer
Aurora Mobile Limited
14/F, China Certification and Inspection Building
No. 8, Keji South 12th Road, Nanshan District
Shenzhen, Guangdong 518057
People s Republic of China
Re: Aurora Mobile
Limited
Registration
Statement on Form F-3
Filed November 10,
2021
File No. 333-260944
Dear Mr. Luo:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1. Clearly disclose how
you will refer to the holding company, subsidiaries, and VIEs when
providing the
disclosure throughout the document so that it is clear to investors which
entity the disclosure
is referencing and which subsidiaries or entities are conducting the
business operations.
Refrain from using terms such as we or our when describing
activities or functions
of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct
operations in China, that the VIE is consolidated for accounting
purposes but is not an
entity in which you own equity, and that the holding company does
not conduct operations.
Disclose clearly the entity (including the domicile) in which
Weidong Luo
Aurora Mobile Limited
January 10, 2022
Page 2
investors are purchasing an interest.
2. Please refrain from implying that the contractual agreements are
equivalent to equity
ownership in the business of the VIE. Any references to control or
benefits that accrue to
you because of the VIE should be limited to a clear description of the
conditions the
company has satisfied for consolidation of the VIE under U.S. GAAP.
The disclosure also
should clarify that you are the primary beneficiary of the VIE for
accounting purposes.
These disclosures should be reflected throughout the filing.
3. Provide prominent disclosure about whether the PCAOB is able to
investigate completely
your auditor and whether and how the Holding Foreign Companies
Accountable Act will
impact your business.
4. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
to the holding company and which entity made such transfer, and their
tax consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to
the parent company
and U.S. investors as well as the ability to settle amounts owed under
the VIE
agreements.
Our Company, page 4
5. We note that the consolidated VIEs constitute a material part of your
consolidated
financial statements. Please move the condensed consolidating schedule
to the prospectus
summary.
6. State whether you, your subsidiaries, or VIEs are covered by permissions
requirements
from the CSRC, CAC or any other entity that is required to approve of
the VIE s
operations, and state affirmatively whether you have received all
requisite permissions
and whether any permissions have been denied. Additionally, describe the
consequences
to you and your investors if you, your subsidiaries or the VIEs: (i) do
not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions
FirstName LastNameWeidong Luo
or approvals are not required, or (iii) applicable laws, regulations, or
interpretations
Comapany NameAurora
change MobiletoLimited
and it is required obtain such permissions or approvals in the
future.
January 10, 2022 Page 2
FirstName LastName
Weidong Luo
FirstName LastNameWeidong Luo
Aurora Mobile Limited
Comapany
January 10,NameAurora
2022 Mobile Limited
January
Page 3 10, 2022 Page 3
FirstName LastName
7. We note your disclosure that the WFOE has not paid dividends and
will not be able to
pay dividends until it generates accumulated profits and meets the
requirements for
statutory reserve funds. Please clarify whether or not you have
paid dividends to your
investors.
8. Please disclose whether the PCAOB has been or is currently unable to
inspect your
auditor.
Risk Factors, page 14
9. Please update your disclosure to reflect that the Commission adopted
rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its
report notifying
the Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong. Please
disclose
whether your auditor is subject to the determinations announced by the
PCAOB on
December 16, 2021 and whether and how the Holding Foreign Companies
Accountable
Act and related regulations will affect your company.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo,
Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Julie Gao