Simpson Thacher & Bartlett
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG
TELEPHONE: +852-2514-7600
FACSIMILE: +852-2869-7694
Direct Dial Number |
| E-mail Address |
| January 15, 2020 |
CONFIDENTIAL AND VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Ms. Sonia Barros, Esq. |
| Mr. Ronald E. Alper, Esq. |
| Ms. Folake Ayoola, Esq. |
| Mr. Wilson Lee |
| Mr. Eric McPhee |
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Re: | Phoenix Tree Holdings Limited |
| Registration Statement on Form F-1 |
| File No. 333-234354 |
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Ladies and Gentlemen:
On behalf of our client, Phoenix Tree Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we are filing herewith the Company’s Amendment No.3 to the Registration Statement on Form F-1 (the “Amendment No.3”) via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended.
The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about January 16, 2020, and will file the joint acceleration requests today. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this IPO timetable.
DANIEL FERTIG |
| ADAM C. FURBER |
| YI GAO |
| ADAM S. GOLDBERG |
| MAKIKO HARUNARI |
| JONATHAN HWANG |
| IAN C. HO |
| ANTHONY D. KING |
| CELIA C.L. LAM |
| CHRIS K.H. LIN |
| JIN HYUK PARK |
| KATHRYN KING SUDOL |
| CHRISTOPHER K.S. WONG |
RESIDENT PARTNERS
SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN:
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NEW YORK | BEIJING | HOUSTON | LONDON | LOS ANGELES | PALO ALTO | SÃO PAULO | TOKYO | WASHINGTON, D.C. |
January 15, 2020
We enclose herewith five (5) courtesy copies of the Amendment No.3, which has been marked to show changes to the Company’s Registration Statement filed with the Commission on January 8, 2020.
The Company has revised the disclosure regarding the indications of interest on the front cover page as well as pages 19, 62, 169 and 210 of the Amendment No.3. The Company has also revised the footnote on page 157 to clarify the effectiveness date of the resignations by two directors.
If you have any question regarding the Registration Statement, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email) or Chenjing Shen at +852-2514-7526 (work), +852-9845-1886 (mobile) or chenjing.shen@stblaw.com (email).
| Very truly yours, |
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| /s/ Yi Gao |
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| Yi Gao |
Enclosures
cc: Derek Boyang Shen, Chairman
Jing Gao, Chief Executive Officer and Director
Yan Cui, President and Director
Jason Zheng Zhang, Chief Financial Officer
Phoenix Tree Holdings Limited
Chris Lin
Daniel Fertig
Simpson Thacher & Bartlett
Benjamin Su
Daying Zhang
Latham & Watkins LLP
Allen Lu
Enid Yang
KPMG Huazhen LLP