United States securities and exchange commission logo
July 7, 2023
Shan-Nen Bong
Chief Financial Officer
Aurora Mobile Limited
14/F, China Certification and Inspection Building
No. 6, Keji South 12th Road , Nanshan District
Shenzhen, Guangdong 518057
People s Republic of China
Re: Aurora Mobile
Limited
Form 20-F filed on
April 18, 2023
File No. 001-38587
Dear Shan-Nen Bong:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 20-F filed on April 18, 2023
Item 3. Key information, page 3
1. Please provide a
detailed legal analysis regarding whether the Company and its
subsidiaries meet the
definition of an investment company under Section 3(a)(1)(A) of
the Investment Company
Act of 1940 ( Investment Company Act ). In your response,
please address, in
detail, each of the factors outlined in Tonapah Mining Company of
Nevada, 26 SEC 426
(1947) and provide legal and factual support for your analysis of
each such factor.
2. Please provide a
detailed legal analysis regarding whether the Company or any of its
subsidiaries meet the
definition of an investment company under Section 3(a)(1)(C) of
the Investment Company
Act. In your response, please include all relevant calculations
under Section
3(a)(1)(C), identifying each constituent part of the numerators and
Shan-Nen Bong
FirstName LastNameShan-Nen Bong
Aurora Mobile Limited
Comapany
July 7, 2023NameAurora Mobile Limited
July 7,2 2023 Page 2
Page
FirstName LastName
denominators. Please also (i) specifically describe the types of
assets included within
cash and cash equivalents, long-term investments and
short-term investments on
your balance sheet and (ii) describe and discuss their proposed
treatment for purposes of
section 3(a)(1)(C), as well as any other substantive determinations
and/or
characterizations of assets that are material to your calculations.
Finally, please include a
legal analysis of whether the interests held by the Company in its VIE
are investment
securities for purposes of Section 3(a)(2) of the Investment
Company Act.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 152
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. 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.
5. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for Aurora Mobile Limited or the VIE. We also note that your
list of subsidiaries and
consolidated variable interest entity in Exhibit 8.1 appears to
indicate that you have
subsidiaries in Hong Kong, mainland China and countries outside China
that are not
included in your VIE. 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 tell us 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.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
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 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
Shan-Nen Bong
Aurora Mobile Limited
July 7, 2023
Page 3
Communist Party.
In closing, 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 Becky Chow, Staff Accountant at 202-551-6524, 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 Austin Pattan, Staff
Attorney, at 202-
551-6756, or Larry Spirgel, Office Chief, at 202-551-3815 with any other
questions.
FirstName LastNameShan-Nen Bong Sincerely,
Comapany NameAurora Mobile Limited
Division of
Corporation Finance
July 7, 2023 Page 3 Office of Technology
FirstName LastName