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| Davis Polk & Wardwell LLP 2201 China World Office 2 |
美 国 达 维 律 师 事 务 所
北京市朝阳区建国门外大街1号
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86 10 8567 5000 tel 86 10 8567 5123 fax | ||||
June 1, 2018
| Re: | Puxin Limited (CIK No. 0001726189) |
| Registration Statement on Form F-1 (File no. 333-225047) |
Mr. Charles Eastman
Mr. Terry French
Mr. Paul Fischer
Ms. Celeste M. Murphy
Office of Telecommunications
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Dear Mr. Eastman, Mr. French, Mr. Fischer and Ms. Murphy:
On behalf of our client, Puxin Limited (the “Company”), a company incorporated under the laws of the Cayman Islands, we submit to the staff (the “Staff”) of Securities and Exchange Commission (the “Commission”) this letter in connection with the Company’s registration statement on Form F-1 initially filed on May 18, 2018 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) and certain exhibits via EDGAR with the Commission.
To facilitate your review, we have separately delivered to you four courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and two copies of the submitted exhibits.
On behalf of the Company, we wish to thank you and other members of the Staff for your prompt response to the Company’s request for comments.
* * * *
| Securities and Exchange Commission | 2 | June 1, 2018 |
If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (li.he@davispolk.com) and/or Bingqing Pan at +852-2533-3354 (bingqing.pan@davispolk.com).
Thank you for your time and attention.
| Yours sincerely, |
| /s/ Li He |
| Li He |
| cc: | Mr. Yunlong Sha, Chief Executive Officer | |
| Mr. Peng Wang, Chief Financial Officer | ||
| Puxin Limited | ||
| Ms. Dan Ouyang, Esq. | ||
| Wilson Sonsini Goodrich & Rosati | ||
| Deloitte Touche Tohmatsu Certified Public Accountants LLP | ||