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United States securities and exchange commission logo
August 18, 2022
Yan Gao
Vice President of Finance
Qudian Inc.
Tower A, AVIC Zijin Plaza
Siming District, Xiamen
Fujian Province 361000, People's Republic of China
Re: Qudian Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed April 29,
2022
File No. 001-38230
Dear Mr. Gao:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 5. Operating and Financial Review and Prospects
Critical Accounting Policies, page 148
1. We note your disclosure
of critical accounting estimates on page 162 refers to your critical
accounting policies
disclosures beginning on page 148, which discusses policies relating
to the allowance for
loan principal and financing service fee receivables on page 151 and
regarding allowance for
finance lease receivables on page 152. Please revise your
disclosures in future
filings to address the items below for each of your critical accounting
estimates. Refer to
Item 5.E of Form 20-F and ASC 326-20-50-11.
Identify and
explain why each critical accounting estimate is subject to uncertainty;
Identify key
quantitative inputs in your baseline allowance estimates and how much
each estimate has
changed over the relevant period;
Quantify the
qualitative component(s) of your estimates and explain or show how it
Yan Gao
FirstName
Qudian Inc.LastNameYan Gao
Comapany
August 18, NameQudian
2022 Inc.
August
Page 2 18, 2022 Page 2
FirstName LastName
interacts with the quantitative component during the periods
presented;
Provide a sensitivity analysis quantifying a hypothetical
impact or range of impact to
allowances due to changes in the key inputs; and
Detail the length of time in your reasonable and supportable
forecasts and the
reversion method you apply after the reasonable and supportable
forecast period, if
applicable.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Short-term investments, page F-29
2. We note your disclosure that short-term investments consist of wealth
management
products issued by banks or trust companies and negotiable
certificate(s) of deposit.
Please address the items below.
Provide us with a more granular view of the composition of your
short-term
investments for 2020 and 2021; for example, a description of the
types of wealth
management products (e.g., equities, fixed income, alternative
investments, etc.) and
quantified amounts for these and negotiable certificate(s) of
deposit; and
In future filings, enhance your disclosures here and in your fair
value footnote to
provide additional granularity and detail regarding the
composition of your short-
term investments, showing the types and amounts of wealth
management products as
well as negotiable certificates of deposit.
Note 7. Investment in equity method investee, page F-51
3. We note your disclosure on page F-52 that S-X 4-08(g) disclosures for
the periods from
June 17 to December 31, 2020 and January 1 to December 28, 2021 are
not presented as
SECO's summarized financial information was unavailable when your
financial
statements were issued. We also note that SECO appears to have filed
its 2020 Form 20-F
on November 9, 2021 and its 2021 20-F on May 13, 2022. Please address
the items
below.
Provide us with your 2020 and 2021 significance calculations for
your investment in
SECO;
As it relates to the significance calculations above, tell us your
conclusions and how
you have complied with the requirements under Regulation S-X Rule
3-09 and Rule
4-08(g);
Explain your consideration of filing an amendment to your Form
20-F for 2020
and/or 2021 to include audited financial statements of SECO, to
the extent required
by Rule 3-09, for relevant periods and 4-08(g) information when
it became available;
and
Tell us why the 2020 financial information required for Rule
4-08(g) was not
available for inclusion in your 2021 Form 20-F filing, given that
SECO filed its 2020
Form 20-F in November 2021.
Yan Gao
Qudian Inc.
August 18, 2022
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Cara Lubit at (202) 551-5909 or Robert Klein at (202)
551-3847 with
any questions.
FirstName LastNameYan Gao Sincerely,
Comapany NameQudian Inc.
Division of
Corporation Finance
August 18, 2022 Page 3 Office of Finance
FirstName LastName