View:
United States securities and exchange commission logo
June 27, 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 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 for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 5
1. Please revise to
clarify that all the legal and operational risks associated with having
operations in the
People s Republic of China ( PRC ) also apply to operations in Hong
Kong. In this regard,
please ensure that your disclosure throughout the filing does not
narrow risks related to
operating in the PRC to mainland China only. Where appropriate,
you may describe PRC
law and then explain how law in Hong Kong differs from PRC law
and describe any risks
and consequences to the company associated with those laws.
Also, please remove
your disclosure on page 16 that the legal risks associated with being
based in and having
operations in mainland China do not apply to entities or businesses in
Hong Kong.
Quan Long
Autohome Inc.
June 27, 2023
Page 2
Financial Information Related to the VIEs, page 11
2. We note the Share of loss of VIEs and Investment in VIE
line item titles and your
explanation in footnote (1) on page 14 implies the VIE arrangements
are similar to an
equity method investment. As you have no direct relationship with the
VIE or its
subsidiaries please revise these line items and footnote (1) to more
appropriately describe
the nature of the amounts.
Item 4. Information on the Company
C. Organizational Structure, page 99
3. Please revise to include the diagram of your corporate organizational
structure in the
forepart of the filing.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 164
4. We note your statement that you reviewed your register of members in
the Cayman
Islands and publicly available documents 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).
5. We note that your disclosure pursuant to paragraph (b)(2) is limited
to governmental
entities in the Cayman Islands or in China. Please note that Item
16I(b) requires that you
provide disclosures for yourself and all of 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 confirm, if true, that you
have disclosed 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. Alternatively, please provide this information in
your supplemental
response.
6. 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
FirstName LastNameQuan Long
affiliations with, committees of the Chinese Communist Party factored
into your
Comapany NameAutohome
determination. Inc. please tell us whether you have relied upon
third party
In addition,
certifications
June 27, 2023 Page 2such as affidavits as the basis for your disclosure.
FirstName LastName
Quan Long
FirstName
Autohome LastNameQuan Long
Inc.
Comapany
June NameAutohome Inc.
27, 2023
June 27,
Page 3 2023 Page 3
FirstName LastName
7. 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
Communist Party.
General
8. We note your statement that Autohome Inc. is a holding company and you
conduct all of
your business through your subsidiaries and the VIEs. Please provide
us with a legal
analysis of whether you currently meet the definition of investment
company under
Section 3(a)(1)(C) of the Investment Company Act (the Company Act
). Please include
in your analysis the relevant calculation(s) under Section 3(a)(1)(C)
(including, where
required by the statute, on an unconsolidated basis), identifying each
constituent part of
the numerator(s) and denominator(s). Your analysis should identify and
explain which
assets held by the company are investment securities for
purposes of Section 3(a)(2) of
the Company Act, and specifically address how you treat the securities
issued by your
subsidiaries and variable interest entities. Please provide legal
support for any substantive
determinations and/or characterizations of assets that are material to
your calculations.
9. Please include a risk factor that: (1) explains in detail why the
company believes that it is
not an investment company for purposes of Section 3(a) the Company
Act, with reference
to key material facts and characteristics of the business and the
specific provisions of the
Company Act relevant to your conclusion; and (2) describes the
consequences to the
company and its investors were the Commission or its Staff to
determine that the company
is an investment company.
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.
Please contact Kyle Wiley at (202) 334-5791 or Christopher Dunham at
(202) 551-
3783 if you have any questions about comments related to your status as a
Commission-
Identified Issuer during your most recently completed fiscal year. You may
contact Megan Akst,
Senior Staff Accountant, at (202) 551-3407 or Christine Dietz, Senior Staff
Accountant at (202)
551-3408 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology