Partners (admitted in Hong Kong)
| 26th Floor, Gloucester Tower | |||
Pierre-Luc Arsenault3 | The Landmark | |||
Lai Yi Chau | 15 Queen’s Road Central | |||
Henry M.C. Cheng6 | Hong Kong | |||
Michel Debolt3 | ||||
Justin M. Dolling6 | ||||
David Patrick Eich (non-resident)1,5,6 | Telephone: +852 3761 3300 | David Zhang | ||
Liu Gan2 | Facsimile:: +852 3761 3301 | To Call Writer Directly | ||
Damian C. Jacobs6,8 | +852 3761 3318 | |||
Soo Yien Khor10 | www.kirkland.com | david.zhang@kirkland.com | ||
Wing Lau6 | ||||
Guang Li3 | ||||
Neil E.M. McDonald7,9 | ||||
Douglas S. Murning6 | ||||
Nicholas A. Norris6 | ||||
John A. Otoshi3 | ||||
Jamii Quoc8 | ||||
Jesse D. Sheley1 | ||||
Qiuning Sun3 | ||||
Dominic W.L. Tsun3,6 | ||||
Li Chien Wong | ||||
Bate Yu3 | ||||
David Yun6,7 | ||||
Registered Foreign Lawyers
| ||||
Damien Coles6 | ||||
Benjamin W. James4 | ||||
Bang Lin3 | ||||
Peng Qi3 | ||||
Benjamin Su3 | ||||
Jonathan J. Tadd6 | ||||
Huimin Tang3 | ||||
Shichun Tang3 | ||||
David Zhang3 |
February 12, 2015
VIA CORRESPONDENCE
Larry Spirgel, Assistant Director
Kathleen Krebs, Special Counsel
Brandon Hill, Attorney Advisor
Terry French, Accountant Branch Chief
Sharon Virga, Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Hailiang Education Group Inc. |
Registration Statement on Form F-1
Filed December 24, 2014
File No. 333-201263
CIK No. 0001596964
1. | Admitted in the State of Illinois (U.S.A.) |
2. | Admitted in the Commonwealth of Massachusetts (U.S.A.) |
3. | Admitted in the State of New York (U.S.A.) |
4. | Admitted in the State of Texas (U.S.A.) |
5. | Admitted in the State of Wisconsin (U.S.A.) |
6. | Admitted in England and Wales |
7. | Admitted in New South Wales (Australia) |
8. | Admitted in Victoria (Australia) |
9. | Admitted in Western Australia (Australia) |
10. | Admitted in Singapore |
Beijing Chicago Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.
Securities and Exchange Commission
February 12, 2015
Page 2
Dear Mr. Spirgel, Ms. Krebs, Mr. Hill, Mr. French and Ms. Virga:
On behalf of our client, Hailiang Education Group Inc. (the “Company”), this letter sets forth our response to the comment regarding artwork contained in the comment letter to Mr. Lei Chen, the Company’s Chief Financial Officer, dated January 2, 2015 from the staff (the “Staff”) of the of the Securities and Exchange Commission (the “Commission”). This letter also contains, as Annex A, the artwork the Company proposes to include in its amendment No. 1 to registration statement on Form F-1 (the “Registration Statement”). We would like to respectfully inquire whether the artwork attached as Annex A is sufficiently responsive to the Staff’s comment. The Company will respond to the other comments contained in the comment letter soon.
The Staff’s comment regarding the artwork is repeated below in bold and is followed by the Company’s response. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
General
1. | Please revise the prospectus cover page artwork to disclose what you are depicting in the pictures. If you are depicting particular schools, please identify the schools and explain the registrant’s relationship to the schools, which does not include ownership due to prohibitions and restrictions on foreign ownership under PRC laws and regulations. For guidance on prospectus artwork, refer to our Compliance and Disclosure Interpretations, Securities Act Forms, Question 101.02, available on our website athttp://www.sec.gov/divisions/corpfin/cfguidance.shtml. |
In response to the Staff’s comment, the Company has revised the prospectus cover page artwork with the names of the depicted schools and the nature of the schools’ ownership.
* * *
If you have any questions regarding the Registration Statement, please give me a call at +852 3761 3318 (work) or +852 9124 8324 (cell) or Benjamin Su at +852 3761 3306 (work) or +852 9881 9371 (cell).
Securities and Exchange Commission
February 12, 2015
Page 3
Thank you for your time and attention.
Very truly yours, |
/s/ David Zhang |
David Zhang of Kirkland & Ellis |
Enclosure
cc: | Lei Chen, Hailiang Education Group Inc. |
Benjamin Su, Esq., Kirkland & Ellis International LLP
Jessie Qian, Partner, KPMG Huazhen (SGP)
Annex A