DRSLTR 1 filename1.htm DRSLTR

Simpson Thacher & Bartlett

 

LOGO

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

 

 

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 

Direct Dial Number

(852) 2514-7650

  

E-mail Address

clin@stblaw.com

June 4, 2018

CONFIDENTIAL AND VIA EDGAR

Draft Registration Statement

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

 

Attention:    Ms. Katherine Wray, Esq., Attorney-Advisor
   Mr. Jeff Kauten, Esq., Attorney-Advisor
   Mr. Craig Wilson, Senior Assistant Chief Accountant
   Mr. Ryan Rohn, Staff Accountant
Re:    Cango Inc.
   Draft Registration Statement on Form F-1
   Submitted May 22, 2018
   CIK No. 0001725123

Ladies and Gentlemen:

On behalf of our client, Cango Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we hereby submit to the Securities and Exchange Commission (the “Commission”) a revised draft (“Draft No. 4”) of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”).

We enclose herewith five (5) courtesy copies of Draft No. 4, which has been marked to show changes to the Company’s Registration Statement initially confidentially submitted to the Commission on May 22, 2018 (the “May 22 Submission”).


  

Simpson Thacher & Bartlett

 

LOGO             

June 4, 2018   

 

The Company has responded to the Staff’s comments contained in the comment letter dated May 31, 2018 from the Staff (the “May 31 Comment Letter”) by revising the May 22 Submission. In addition to responding to the Staff’s comments contained in the May 31 Comment Letter, the Company has included in Draft No. 4 its interim consolidated financial statements as of March 31, 2018 and for the three months ended March 31, 2018 as well as certain other updated disclosures.

Set forth below are the Company’s responses to the Staff’s comments in the May 31 Comment Letter. The Staff’s comments are retyped in bold italics below for your ease of reference.

*        *         *        *        *

Report of Independent Registered Public Accounting Firm, page F-2

 

1. Please have your independent registered public accounting firm revise its report to add the related notes as part of the collectively referenced financial statements within the Opinion Section of the report. We refer you to PCAOB Release No. 2017-001.

In response to the Staff’s comment, the Company’s independent registered public accounting firm revised page F-2 of the report of the Draft No. 4 to include additional wording.

Notes to the Consolidated Financial Statements

Note 26. Subsequent Events, page F-54

 

2. Please update your subsequent events disclosure through the date of issuance of your financial statements. Refer to ASC 855-10-50.

In response to the Staff’s comment, the Company has revised the disclosure on page F-55 of the Draft No. 4.

*        *         *        *        *

 

2


  

Simpson Thacher & Bartlett

 

LOGO             

June 4, 2018   

 

If you have any question regarding the Draft Registration Statement, please do not hesitate to contact me at +852-2514-7650 (work), +852-9198-4235 (mobile) or clin@stblaw.com (email) or David Lee at +852-2514-7655 (work), +852-9036-9375 (mobile) or dlee@stblaw.com (email).

Questions pertaining to accounting and auditing matters may also be directed to Ron Yan at +86-21-2228-2332 (work) or ron.yan@cn.ey.com (email) of Ernst & Young Hua Ming LLP, the independent registered public accounting firm of the Company.

 

Very truly yours,
/s/ Chris K.H. Lin
Chris K.H. Lin

Enclosures

 

cc:    Xiaojun Zhang, Chairman
   Jiayuan Lin, Chief Executive Officer and Director
   Yongyi Zhang, Chief Financial Officer and Director
  

Cango Inc.

   Daniel Fertig
   David Lee
  

Simpson Thacher & Bartlett

   Li He
   James C. Lin
  

Davis Polk & Wardwell

   Ron Yan
  

Ernst & Young Hua Ming LLP

 

3