Autohome Inc.

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.

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.

Please revise to include the diagram of your corporate organizational structure in the forepart of the filing.

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).

The beneficial ownership report on Schedule 13D/A filed by Yun Chen Capital Cayman (“Yun Chen”) with the Commission on April 21, 2023 with respect to the Company’s securities (the “Yun Chen 13D/A Filing”).

The latest annual report of Ping An Insurance (Group) Company of China, Ltd. (“Ping An Group”), Yun Chen’s parent company, for the fiscal year 2022 filed with the Hong Kong Stock Exchange on March 15, 2023 (the “Ping An Annual Report”).

The beneficial ownership report on Schedule 13G filed by certain entities affiliated with FIL Limited (“Entities affiliated with FIL”) with the Commission on February 9, 2023 with respect to the Company’s securities (the “FIL 13G Filing”).

The beneficial ownership report on Schedule 13G/A filed by certain entities affiliated with Kayne Anderson with the Commission on February 14, 2023 with respect to the Company’s securities.

Yun Chen beneficially owned 224,800,512 ordinary shares of the Company, as reported in the Yun Chen 13D/A Filing, representing 45.6% of the Company’s total issued and outstanding ordinary shares as of March 31, 2023. Yun Chen is a subsidiary of Ping An Group, and thus Ping An Group beneficially owned 45.6% of the total voting rights in the Company as of March 31, 2023. Because Ping An Group beneficially owns a significant percentage of the voting rights in the Company, it has substantial influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval. As such, the Company is indirectly controlled by Ping An Group. Ping An Group is a public company listed on the Shanghai Stock Exchange (SHA: 601318) and Hong Kong Stock Exchange (HKEX: 2318). As disclosed in the Ping An Annual Report, there is neither controlling shareholder nor de facto controlling party of Ping An Group. The shareholding structure of Ping An Group is relatively fragmented. Among the top ten shareholders of Ping An Group as of December 31, 2022, (i) the largest shareholder was Hong Kong Securities Clearing Company Nominees Limited, a nominee holder of the shares held by non-registered shareholders, holding approximately 40% of the total share capital of Ping An Group; (ii) the other shareholders each held approximately 1%—5%; and governmental entities held less than 10%. Based on the foregoing and to the Company’s best knowledge, Ping An Group is not owned or controlled by a governmental entity in the foreign jurisdiction.

Entities affiliated with FIL beneficially owned 25,669,824 ordinary shares of the Company, as reported in the FIL 13G Filing, representing 5.2% of the Company’s total issued and outstanding ordinary shares as of March 31, 2023. As disclosed in the FIL 13G Filing, FIL Limited is a company organized under the laws of Bermuda. Pandanus Partners, L.P. owns shares of FIL Limited voting stock, normally representing more than 25% and less than 48.5% of the total votes of FIL Limited voting stock. Pandanus Associates, Inc. acts as general partner of Pandanus Partners, L.P. Pandanus Partners, L.P. is owned by trusts for the benefit of members of certain family. Based on the foregoing publicly available disclosure, Entities affiliated with FIL are not owned or controlled by a governmental entity in the foreign jurisdiction.

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.

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.

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.

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.

Section 3(a)(1)(C) of the Investment Company Act defines an “investment company” as any issuer which “is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.”

The term “investment securities” is defined in Section 3(a)(2) of the Investment Company Act as all securities except (A) Government securities, (B) securities issued by employee securities companies, and (C) securities issued by majority-owned subsidiaries of the owner which (i) are not investment companies, and (ii) are not relying on the exception from the definition of investment company in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act.

The term “Government securities” is defined to include all securities issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the U.S. Congress, or any certificate of deposit of any of the foregoing.

To determine whether it meets the Section 3(a)(1)(C) 40% Test, an issuer must determine the value of each of its assets on an unconsolidated basis. For this purpose, the “value” of each asset is determined according to Section 2(a)(41) of the Investment Company Act, which provides generally that:

with respect to assets consisting of securities owned at the end of the last preceding fiscal quarter for which market quotations are readily available, the value of such assets shall be the market value at the end of such quarter;

with respect to assets consisting of other securities (i.e., for which market quotations are not available) and assets owned at the end of the last preceding fiscal quarter, the value of such assets shall be the fair value at the end of such quarter, as determined in good faith by the board of directors; and

with respect to assets consisting of securities and other assets acquired after the end of the last preceding fiscal quarter, the value of such assets shall be the cost thereof.

Calculation basis. As the 40% Test set forth in Section 3(a)(1)(C) is applied on an unconsolidated basis, in order to determine whether the Company falls within the definition of a Section 3(a)(1)(C) investment company, it is necessary to analyze each of the entities in the group structure to identify which of the Company’s unconsolidated assets may constitute “investment securities.”

Treatment of securities issued by subsidiaries and variable interest entities (“VIEs”). For each majority-owned subsidiary or VIE that fails the 40% Test, the Company treats the securities issued by such majority-owned subsidiary or VIE as bad assets (i.e., investment securities) for purposes of the 40% Test of the immediate parent entity of such majority-owned subsidiary or VIE. For each majority-owned subsidiary or VIE that is not an investment company, the Company treats the securities issued by such majority-owned subsidiary or VIE as a good asset (i.e., not an investment security) for purposes of the 40% Test of the immediate parent entity of such majority-owned subsidiary or VIE.

As of March 31, 2023, the Company held approximately 22.1% of the total value of its assets (exclusive of cash items and Government securities) in investment securities (on an unconsolidated basis). The following sets forth the calculation (on an unconsolidated basis) of the percentage of the Company’s assets as of March 31, 2023 that constitute “investment securities” as such term is used in Section 3(a)(1)(C) of the Investment Company Act:

Calculation of Numerator

Total investment securities

Numerator

Calculation of Denominator

Total assets

Less

Government securities

Cash items

Denominator

Percentage (Numerator divided by Denominator)

Total investment securities.

Subsidiaries and VIEs that fail the 40% Test.

Entity

Jurisdiction

Autohome Link Inc.

Autohome Link Hong Kong Limited

Beijing Chezhiying Technology Co., Ltd. (北京车智赢科技有限公司)

Tianjin Autohome Software Co., Ltd. (天津车之家软件有限公司)

Beijing Autohome Advertising Co., Ltd. (车智互通（北京）广告有限公司)

Beijing Shengtuo Autohome Advertising Co., Ltd. (北京盛拓车之家广告有限公司),

Beijing Shengtuo Chengshi Advertising Co., Ltd. (北京盛拓成石广告有限公司)

Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (北京盛拓鸿远信息技术有限公司)

Subsidiary eligible for the Rule 3a-8 safe harbor.

The research and development expenses of Beijing Prbrownies, for the last four fiscal quarters combined, constitute a substantial percentage of its total expenses for the same period. For the last four fiscal quarters combined ended March 31, 2023, Beijing Prbrownies’ research and development expenses comprised 27.8% of its total expenses for the same period. Under Rule 3a-8, a company’s research and development expenses, for the last four fiscal quarters combined, must be a substantial percentage of its total expense for the same period. The term “substantial” remains undefined under Rule 3a-8. The Staff has stated that 20% will generally be considered a sufficiently “substantial percentage for a company’s R&D Expenses relative to its total expenses where a company otherwise meets the requirements of Rule 3a-8.”¹

See Cooley Godward & Kronish, SEC Staff No-Action Letter (July 12, 2007; Reference No. 20077121115) at https://www.sec.gov/divisions/investment/noaction/2007/cgk071207-3a-8.htm

The net income of Beijing Prbrownies derived from investments in securities, for the last four fiscal quarters combined, does not exceed twice the amount of its research and development expenses for the same period. For the last four fiscal quarters combined ended March 31, 2023, Beijing Prbrownies’ net income derived from investments in securities only amounted to 56.3% of its research and development expenses for the same period.

The expenses of Beijing Prbrownies for investment advisory and management activities, investment research and custody, for the last four fiscal quarters combined, do not exceed five percent of its total expenses for the same period. For the last four fiscal quarters combined ended March 31, 2023, Beijing Prbrownies’ expenses for investment advisory and management activities, investment research and custody were nil, accounting for 0% of its total expenses for the same period.

As of March 31, 2023, Beijing Prbrownies’ investments in securities are capital preservation investments, except that 0.6% of its total assets consists of other investments.

Beijing Prbrownies does not hold itself out as being engaged in the business of investing, reinvesting or trading in securities, and it is not a special situation investment company.

Beijing Prbrownies is primarily engaged in the research and development of software services and data products. Beijing Prbrownies provides leads generation services and data products, which enable the dealer subscribers to create their own online stores, list pricing and promotional information, place advertisements and manage customer relationships, and by integrating new AI-driven technologies and digital capacities, these services help subscribers reach a broad set of potential customers, effectively market their automobiles online and ultimately generate sales leads and improve their service quality (“Beijing Prbrownies Business”). As of March 31, 2023, Beijing Prbrownies had 60 pending patent applications, 29 registered patents, and 131 computer software copyrights. Beijing Prbrownies is not engaged in a business of investing, reinvesting, owning, holding, or trading in securities, as evidenced by:

The officers, directors and employees of Beijing Prbrownies dedicate their time to the aforementioned Beijing Prbrownies Business, and do not devote a material amount of their time to managing investments or operating the entity as an investment vehicle;

Beijing Prbrownies represents itself to the public as a company primarily engaged in the aforementioned Beijing Prbrownies Business. Beijing Prbrownies did not and will not hold itself as being engaged primarily in the business of investing, reinvesting, owning, holding, or trading in securities;

Since its incorporation in 2013, Beijing Prbrownies Business has been primarily engaged in the aforementioned Beijing Prbrownies Business, and did not engage in the business of investing, reinvesting, owning, holding, or trading in securities; and

A resolution was adopted by the board of the directors of the Company affirming that none of its subsidiaries is primarily engaged in the business of investing, reinvesting, owning, holding, or trading in securities.

The board of directors of the Company has formally adopted a written investment policy with respect to the capital preservation investments made by Company, its subsidiaries and controlled affiliated entities (including the variable interest entities and their subsidiaries).

Subsidiaries that pass the 40% Test.

Total assets.

Cash items.

Cash and cash equivalents of RMB7.2 million, and

Time deposits of RMB1,257.0 million, which can be withdrawn at any time by the Company.

Section 3(a)(1)(C) of the Investment Company Act excludes “cash items” from investment securities, but that term is not defined in the 1940 Act. In its Investment Company Act Release No. 10937 (November 13, 1979) (“Release 10937”), the Commission provided that cash items include “cash, coins, paper currency, demand deposits with banks, timely checks of others (which are orders to banks to immediately supply funds), cashier checks, certified checks, bank drafts, money orders, traveler’s checks and letters of credit.”² In Fifth Avenue Coach Lines³, the court held that certain certificates of deposit were cash items and noted that time deposits were considered cash items and observed that: “Except in special circumstances, a time deposit is defined to be a cash item.”

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.

Since Release 10937, the SEC has also considered other instruments cash items under appropriate circumstances. For example, the SEC agreed that money market fund shares would also be considered cash items. See e.g., Willkie Farr & Gallagher SEC No Action Letter dated October 23, 2000.

See SEC v. Fifth Avenue Coach Lines, Inc., 289 F. Supp. 3, 31 (S.D.N.Y. 1968).

Quan Long, Chairman of the Board and Chief Executive Officer, Autohome Inc.

Net revenues:

-Third-party revenues

-Inter-company revenues ⁽¹⁾

Total Revenue

Total Cost and expense

Share of income of subsidiaries⁽²⁾

Share of loss of VIEs Loss of the VIEs⁽²⁾

Others, Income/(loss)

Income before income taxes

Income tax expense

Net income/(loss)

Net loss/(income) attributable to noncontrolling interests

Net income/(loss) attributable to Autohome Inc.

It represents the elimination of the intercompany service charge at the consolidation level.

It represents the elimination of incurrence of income/(loss) by parent company and its subsidiaries for, or the receipt of economic benefits by parent company and its subsidiaries from, their respective subsidiaries and the VIEs.

Net revenues:

-Third-party revenues

-Inter-company revenues ⁽¹⁾

Total Revenue

Total Cost and expense

Share of income of subsidiaries⁽²⁾

Share of loss of VIEs Loss of the VIEs⁽²⁾

Others, Income/(loss)

Income before income taxes

Income tax (expense)/benefit

Net income/(loss)

Net loss/(income) attributable to noncontrolling interests

Net income/(loss) attributable to Autohome Inc.

It represents the elimination of the intercompany service charge at the consolidation level.

It represents the elimination of incurrence of income/(loss) by parent company and its subsidiaries for, or the receipt of economic benefits by parent company and its subsidiaries from, their respective subsidiaries and the VIEs.

Net revenues:

-Third-party revenues

-Inter-company revenues⁽¹⁾

Total Revenue

Total Cost and expense

Share of income of subsidiaries⁽²⁾

Share of income of VIEs Income of the VIEs⁽²⁾

Others, Income/(loss)⁽³⁾

Income before income taxes

Income tax (expense)/benefit

Net income/(loss)

Net loss/(income) attributable to noncontrolling interests

Net income attributable to Autohome Inc.

It represents the elimination of the intercompany service charge at the consolidation level.

It represents the elimination of incurrence of income/(loss) by parent company and its subsidiaries for, or the receipt of economic benefits by parent company and its subsidiaries from, their respective subsidiaries and the VIEs.

The Company corrected the amount of goodwill, retained earnings in equity, interest and investment income, net by revising the previously issued financial statements as of December 31, 2021, and for the year ended December 31, 2020. The correction involved revising an understatement of loss from settlement of a pre-existing relationship in connection with the TTP acquisition in 2020 resulting in a RMB129.57 million decrease to interest and investment income, net in the consolidated statement of Comprehensive Income for the year ended December 31, 2020, a RMB129.57 million decrease to retained earnings in equity as of December 31, 2021 and a corresponding decrease in goodwill as of December 31, 2021.

Cash and cash equivalents, restricted cash and short-term investments

Amounts due from Group companies

Other current assets

Total current assets

Investment in subsidiaries⁽¹⁾

Contractual interests in the VIEs Investment in VIE⁽¹⁾

Other non-current assets

Total non-current assets

Total assets

Accrued expenses and other payables

Advance from customers

Deferred revenue

Income tax payable

Amounts due to Group companies

Total current liabilities

Total non-current liabilities

Total liabilities

Mezzanine equity:

Total Autohome Inc. shareholders’ equity

Noncontrolling interests

Total shareholders’ equity

Total liabilities, mezzanine equity and equity

It represents the elimination of the equity investment in subsidiaries and contractual interests in the VIEs by parent company, other subsidiaries, and primary beneficiary of VIEs.

Cash and cash equivalents, restricted cash and short-term investments

Amounts due from Group companies

Other current assets

Total current assets

Investment in subsidiaries⁽¹⁾

Contractual interests in the VIEs Investment in VIE⁽¹⁾

Other non-current assets⁽²⁾

Total non-current assets

Total assets

Amounts due to Group companies

Accrued expenses and other payables

Advance from customers

Deferred revenue

Income tax payable

Total current liabilities

Total non-current liabilities

Total liabilities

Mezzanine equity

Total Autohome Inc. shareholders’ equity

Noncontrolling interests

Total shareholders’ equity

Total liabilities, mezzanine equity and equity

It represents the elimination of the equity investment in subsidiaries and contractual interests in the VIEs by parent company, other subsidiaries, and primary beneficiary of VIEs. The Company corrected the amount of goodwill, retained earnings in equity, interest and investment income, net by revising the previously issued financial statements as of December 31, 2021, and for the year ended December 31, 2020. The correction involved revising an understatement of loss from settlement of a pre-existing relationship in connection with the TTP acquisition in 2020 resulting in a RMB129.57 million decrease to interest and investment income, net in the consolidated statement of Comprehensive Income for the year ended December 31, 2020, a RMB129.57 million decrease to retained earnings in equity as of December 31, 2021 and a corresponding decrease in goodwill as of December 31, 2021.

The two individuals are Quan Long and Haiyun Lei, each a PRC citizen. Each of Quan Long and Haiyun Lei holds 50% of the equity interests in each of Autohome Information and Shengtuo Hongyuan. Quan Long is our director, chairman of the board of directors and chief executive officer. Haiyun Lei is an employee of Ping An Group.

Weiwei Wang, a PRC citizen, holds 100% of the equity interests in Shanghai Jinwu. Weiwei Wang is the founder of TTP Car Inc.

The two individuals are Weiwei Wang and Lan Zhang, each a PRC citizen. Weiwei Wang holds 95% of the equity interests in Shanghai Jinyou and Lan Zhang holds 5% of the equity interests in Shanghai Jinyou. Weiwei Wang is the founder of TTP Car Inc. Lan Zhang is the vice president of TTP Car Inc.