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United States securities and exchange commission logo
August 29, 2023
Quan Long
Chief Executive Officer
Autohome Inc.
18th Floor Tower B, CEC Plaza
3 Dan Ling Street
Haidian District, Beijing 10080
The People's Republic of China
Re: Autohome Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 25,
2023
File No. 001-36222
Dear Quan Long:
We have reviewed your July 25, 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
June 27, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
General
1. Your response to prior
comment 8 states that the Company is not an investment company
as defined in the
Investment Company Act of 1940, as amended (the Company Act ).
Please address the
following in order to support your Company Act position:
Please provide a
legal analysis supporting your position that the Company s variable
interest entities (
VIEs ) qualify as majority-owned subsidiaries for purposes of
sections 3(a)(2)
and 3(a)(1)(C) of the Company Act, as such term is defined in
section 2(a)(24) of
the Company Act.
Quan Long
FirstName
Autohome LastNameQuan Long
Inc.
Comapany
August 29, NameAutohome
2023 Inc.
August
Page 2 29, 2023 Page 2
FirstName LastName
You state that the Company s only investment securities are
long-term investment in
certain majority-owned subsidiaries and interests in VIEs that
fall under the definition
of investment companies under the ICA. Please clarify how you
treat the
Company s short-term investments for purposes of your Company
Act analysis,
including adjustable-rate financial products with original
maturities of less than 1
year .
Please provide additional legal analysis supporting your
proposed treatment of time
deposits as cash for purposes of your Company Act
analysis and explain the
difference between time deposits and term deposits,
as referenced in your 2022
Form 20-F.
Your response notes that the value of the Company s
investment or interests in
certain companies are determined in accordance with U.S. GAAP
Please
confirm whether the assets are valued in accordance with Section
2(a)(41) of the
Company Act. If not, please update your analysis to reflect
assets valued consistent
with Section 2(a)(41) of the Company Act.
Please also confirm whether any of the Company s
majority-owned subsidiaries or
VIEs rely on an exception from the definition of investment in
section 3(c)(1) or
section 3(c)(7) of the Company Act and whether this affects your
Company Act
analysis.
Please expand your legal analysis to substantiate your
assertion that Beijing
Prbrownies Software Co., Ltd. ( Beijing Prbrownies ) is
eligible for the exemption
provided by Rule 3a-8 under the Company Act. In doing so, please
specifically
discuss: (i) what comprises the Company s capital
preservation investments and
research and development expenses ; (ii) whether Beijing
Prbrownies has a board of
directors, and if yes, whether that board has adopted a written
investment policy with
respect to Beijing Prbrownies capital preservation
investments; and (iii) whether the
percentages are determined in accordance with the requirements in
Rule 3a-8(b)(2).
Please clarify the statement in your response that Beijing
Prbrownies did not engage
in the business of investing, reinvesting, owning, holding, or
trading in securities.
Please update your investment company status analysis to reflect the
above comments as
necessary. Please confirm whether you still believe that the Company
is not an investment
company as defined in the Company Act.
2. We note your proposed risk factor regarding the Company s status
under the Company
Act, provided in response to prior comment 9. If the Company s
status depends on the
ability of one of the Company s subsidiaries (Beijing Prbrownies
Software Co., Ltd.) to
rely on Rule 3a-8 under the Company Act, please update your risk
factor to reflect this
material fact. Please also confirm that the Company will reevaluate
the inclusion of the
risk factor periodically based on the Company s assets and
investment securities at the
time of any future filing.
Quan Long
Autohome Inc.
August 29, 2023
Page 3
You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or
Christine
Dietz, Senior Staff Accountant at 202-551-3408 if you have any questions.
FirstName LastNameQuan Long Sincerely,
Comapany NameAutohome Inc.
Division of
Corporation Finance
August 29, 2023 Page 3 Office of Technology
FirstName LastName