26th Floor, Gloucester Tower | ||||
The Landmark | ||||
15 Queen’s Road Central | ||||
Hong Kong
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Telephone: +852 3761 3300 Facsimile: +852 3761 3301
www.kirkland.com | David Zhang To Call Writer Directly +852 3761 3318 david.zhang@kirkland.com | |||
June 2, 2015 |
VIA EDGAR
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. |
Amendment No. 4 to Registration Statement on Form F-1
File No. 333-201263
CIK No. 0001596964
Dear Mr. Spirgel, Ms. Krebs, Mr. Hill, Mr. French and Ms. Virga:
On behalf of our client, Hailiang Education Group Inc., a foreign private issuer incorporated in the Cayman Islands (the “Company”), the Company respectfully advises the Staff that the Company is publicly filing the amendment No. 4 to its registration statement on Form F-1 (the “Registration Statement”) and a free writing prospectus to update the offering size, the lock-up period, disclosure regarding the best efforts offering, the escrow account, the underwriter’s compensation and the underwriter’s warrant, as well as disclosure relating to these updates in other sections of the Registration Statement, including “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Capitalization,” “Dilution,” “Principal Shareholders,” “Description of Share Capital,” “Description of American Depository Shares,” “Shares Eligible for Future Sale,” “Plan of Distribution,” and “Expenses Related to This Offering.”
With the submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Registration Statement. The Registration Statement has been marked to show changes to the Company’s registration statement on Form F-1 publicly filed with the Securities and Exchange Commission on May 1, 2015.
PARTNERS: Pierre-Luc Arsenault1 | Lai Yi Chau | Henry M.C. Cheng3 | Michel Debolt1 | Justin M. Dolling3 | David Patrick Eich3# | Liu Gan | Damian C. Jacobs3 | Soo Yien Khor | Wing Lau3 | Guang Li1 | Neil E.M. McDonald | Douglas S. Murning3 | Nicholas A. Norris3 | John A. Otoshi1 | Jamii Quoc | Jesse D. Sheley | Qiuning Sun1 | Dominic W.L. Tsun1,3 | Li Chien Wong | David Yun3
REGISTERED FOREIGN LAWYERS: Damien Coles3 | Benjamin W. James2 | Mengyu Lu1 | Peng Qi1 | Benjamin Su1 | Jonathan J. Tadd3 | Xuesen Tai3 | Huimin Tang1 | David Zhang1
ADMITTED IN:1 State of New York (U.S.A.);2 State of Texas (U.S.A.); 3 England and Wales; # non-resident
Beijing Chicago Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.
Securities and Exchange Commission
June 2, 2015
Page 2
The Company respectfully advises the Staff that it has commenced the roadshow and that it will contact the Staff regarding when it expects to request acceleration of the effectiveness of the Registration Statement. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.
We wish to thank you and other members of the Staff in advance for your review of the enclosed filing.
If you need additional copies or 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).
Thank you for your time and attention.
Very truly yours, |
/s/ David Zhang |
David Zhang of Kirkland & Ellis |
Enclosures
cc: | Lei Chen, Hailiang Education Group Inc. |
Benjamin Su, Esq., Kirkland & Ellis International LLP
Jessie Qian, Partner, KPMG Huazhen (SGP)