SKADDEN, ARPS, SLATE, MEAGHER & FLOM | ||||
PARTNERS CHRISTOPHER W. BETTS WILL H. CAI ^ GEOFFREY CHAN * ANDREW L. FOSTER * CHI T. STEVE KWOK * EDWARD H.P. LAM ◆* HAIPING LI * RORY MCALPINE ◆ CLIVE W. ROUGH ◆ JONATHAN B. STONE * ^ (ALSO ADMITTEDIN CALIFORNIA) ◆ (ALSO ADMITTEDIN ENGLAND & WALES) * (ALSO ADMITTEDIN NEW YORK)
REGISTERED FOREIGN LAWYERS Z. JULIE GAO (CALIFORNIA) BRADLEY A. KLEIN (ILLINOIS) | 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com | AFFILIATE OFFICES
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August 21, 2018
Confidential
Draft Registration Statement
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | HUYA Inc. | |||
Confidential Submission of the Draft Registration Statement on Form F-1 |
Dear Sir/Madam,
On behalf of our client, HUYA Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed registered public offering (the “Proposed Offering”) in the United States of the Company’s Class A ordinary shares, par value US$0.0001 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”) for confidential review in accordance with the procedures of the Commission. A registration statement on Form F-6 relating to the ADSs has been separately filed with the Commission.
The Company’s initial Securities Act of 1933, as amended (“Securities Act”) registration statement became effective on May 10, 2018. The Company confirms that it will publicly file its registration statement and nonpublic draft submission in respect of the Proposed Offering such that it is publicly available on the EDGAR system at least 48 hours prior to any requested effective time and date.
Financial Statements
The Company has included in this submission its audited consolidated financial statements for the years ended, and as of, December 31, 2016 and 2017, as well as its unaudited interim consolidated financial statements for the six months ended June 30, 2017 and 2018, and as of June 30, 2018.
The Company confirms that it is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, as amended (the “JOBS Act”). As an emerging growth company, the Company has omitted its 2015 annual financial information, and has also omitted the selected financial information for the years before 2016.
Draft Registration Statement
Securities and Exchange Commission
August 21, 2018
Page 2
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If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Alex Chan, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86-20-3819-2385 or via email at alex.p.chan@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.
Very truly yours, |
/s/ Z. Julie Gao |
Z. Julie Gao |
cc: | Rongjie Dong, Chief Executive Officer and Director, HUYA Inc. |
Dachuan Sha, Chief Financial Officer, HUYA Inc. |
Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP |
David Zhang, Esq., Partner, Kirkland & Ellis International LLP |
Steve Lin, Esq., Partner, Kirkland & Ellis International LLP |