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July 27, 2023
Min Luo
Chief Executive Officer
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
Year Ended December 31, 2022
Filed April 28,
2023
File No. 001-38230
Dear Min Luo:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 137
1. We note your statements
that none of your directors or officers are representatives of any
government entity in
the PRC and none of the shareholders that beneficially own 10% or
more of your total
outstanding ordinary shares are controlled by any government entity in
the PRC in connection
with your required submission under paragraph (a). Please
supplementally describe
any materials that were reviewed and tell us whether you relied
upon any legal opinions
or third party certifications such as affidavits as the basis for your
submission. In your
response, please provide a similarly detailed discussion of the
materials reviewed and
legal opinions or third party certifications relied upon in
connection with the
required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
Min Luo
Qudian Inc.
July 27, 2023
Page 2
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note your statement that your consolidated foreign operating entities
are incorporated
or otherwise organized in the PRC, which you define on page 1 of your
Form 20-F as
excluding Taiwan, Hong Kong and Macao. We also note that your list of
significant
subsidiaries and consolidated variable interest entities in Exhibit 8.1
appears to indicate
that you have subsidiaries in Hong Kong and countries outside China.
Please note that
Item 16I(b) requires that you provide disclosures for yourself and your
consolidated
foreign operating entities, including variable interest entities or
similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3), (b)(4) and (b)(5), please provide the
required information for
you and all of your consolidated foreign operating entities in your
supplemental
response.
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.
Please contact Austin Pattan at (202) 551-6756 or Jennifer Thompson at
(202) 551-
3737 with any other questions.
Sincerely,
FirstName LastNameMin Luo
Division of
Corporation Finance
Comapany NameQudian Inc.
Disclosure Review
Program
July 27, 2023 Page 2
cc: Yi Gao
FirstName LastName