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United States securities and exchange commission logo
December 19, 2022
Mars Guangyuan Cai
Chief Executive Officer
Smart Share Global Ltd
6th Floor, 799 Tianshan W Road
Changning District, Shanghai 200335
People's Republic of China
Re: Smart Share Global
Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed April 27,
2022
File No. 001-40298
Dear Mars Guangyuan Cai:
We have reviewed your filing 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
Introduction, page 1
1. Regarding certain terms
in this section, in future filings please address the following:
Revise your
definition of "China" and "PRC" to state that the legal and
operational risks
associated with operating in China also apply to operations in Hong
Kong;
Expand your
definition of "offline networks" to briefly describe the meaning of
"offline cabinets."
We note that it does not appear that this term is used elsewhere in
your disclosure; and
Revise this section
to include a reference to Smart Share International Limited, your
wholly-owned HK
entity, and briefly identify its form of entity and role within your
organizational
structure.
Mars Guangyuan Cai
FirstName
Smart ShareLastNameMars
Global Ltd Guangyuan Cai
Comapany19,
December NameSmart
2022 Share Global Ltd
December
Page 2 19, 2022 Page 2
FirstName LastName
Cash Flows through Our Organization, page 4
2. In future filings, please provide a cross-reference to the condensed
consolidating schedule
and the consolidated financial statements.
3. In future filings, please amend your disclosure here and in the
summary risk factors and
risk factors sections to state that there is no assurance the PRC
government will not
intervene in or impose restrictions on the ability of you, your
subsidiaries, and the
consolidated VIE(s) to transfer cash. State that, to the extent cash
in the business is in the
PRC or a PRC entity, the funds may not be available to fund operations
or for other use
outside of the PRC due to interventions in or the imposition of
restrictions and limitations
on the ability of you, your subsidiaries, or the VIEs by the PRC
government to transfer
cash.
4. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, the VIE(s) or investors, in future
filings please summarize
the policies in this section, and disclose the source of such policies
(e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively,
state that you have no
such cash management policies that dictate how funds are transferred.
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the VIE, page 4
5. We note the second to last sentence in the first paragraph of this
section where you state
that "we", "us" and "our" may refer to your VIEs in China from time to
time. In future
filings, please revise your disclosure here and throughout your annual
report to remove
references to "we", "us" or "our" when describing activities or
functions of a VIE. In this
regard, refer to the activities or functions of a VIE by referring to
the VIE by entity name
or "the VIE" or "a VIE", as Smart Share Global does not have ownership
or control of the
VIEs.
6. We note the diagram of your organizational structure on page 99 and
related discussion. In
future filings, please revise your disclosure to provide a diagram of
the company's
corporate structure in this section. Additionally, revise your diagram
to use dashed lines
without arrows to denote the relationship with the VIE(s) within your
organizational
structure.
7. In future filings, please revise your disclosure on pages 4 and 99 to
expand your
discussion to describe all contracts and arrangements through which
you claim to have
economic rights and exercise control that results in consolidation of
the VIE s operations
and financial results into your financial statements. We note that you
list "a series of
contractual agreements," including proxy agreements, equity pledge
agreement, exclusive
business cooperation agreements, exclusive asset subscription
agreement, exclusive call
option agreement, and spousal consent letter. Please provide a brief
description of each of
these agreements.
Mars Guangyuan Cai
FirstName
Smart ShareLastNameMars
Global Ltd Guangyuan Cai
Comapany19,
December NameSmart
2022 Share Global Ltd
December
Page 3 19, 2022 Page 3
FirstName LastName
8. We note that in the first paragraph of this section you refer to the
"variable interest
entities." Additionally, on page 11 you refer to the "other VIE that
had no significant
operations." However, your disclosure largely references a single VIE,
Shanghai
Zhinxiang, including in your Introduction and defined terms. In future
filings, please
revise your disclosure, including in the Introduction and within the
diagram of your
corporate structure, to reconcile this disclosure and reflect this
additional VIE by name.
9. We note your disclosure in the first paragraph on page 5 regarding
uncertainty about
potential future actions by the PRC government that would affect the
enforceability of the
contractual arrangements with the VIE and, consequently, affect the
financial performance
of the VIE and the company as a whole. In future filings, please
revise this section to
clarify that this could result in a material change in your operations
and/or change in the
value of your securities, including that it could cause the value of
such securities to
significantly decline or become worthless.
Permissions Required from the PRC Authorities for Our Operations, page 6
10. In future filings, please disclose each permission or approval that
you, your subsidiaries,
or the VIE are required to obtain from Chinese authorities to operate
your business. State
whether you, your subsidiaries, or the VIE are covered by permissions
requirements from
the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
China (CAC) or any other governmental agency that is required to
approve the VIE s
operations, and discuss how you came to your conclusions and the basis
on which you
made such determination. In this regard, we note your reference to the
CSRC and CAC,
but you do not state whether or not you believe you are subject to
their review. State
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied. In this regard,
we note that the
disclosure here should not be qualified by materiality.
11. We note your disclosure beginning on page 101 that your PRC counsel,
Commerce
& Finance Law Offices, concluded that the ownership structure and the
agreements under
the contractual arrangements of your VIE and WFOE are not in violation
of mandatory
provisions of applicable PRC laws and regulations currently in effect,
and are
valid, binding and enforceable. Please tell us whether your PRC
counsel provided an
opinion and if they opined on the applicability of CSRC and CAC
review.
Additionally, if you did not rely on the opinion on counsel with
respect to your
conclusions that you do not any permissions or approvals (or
additional permissions and
approvals) to operate your business and to offer your securities to
investors, in future
filings please state as much and explain why such an opinion was not
obtained.
The Holding Foreign Companies Accountable Act, page 6
12. In future filings, please revise this section to expand your
disclosure to include discussion
of the Accelerating Holding Foreign Companies Accounting Act,
including whether and
Mars Guangyuan Cai
FirstName
Smart ShareLastNameMars
Global Ltd Guangyuan Cai
Comapany19,
December NameSmart
2022 Share Global Ltd
December
Page 4 19, 2022 Page 4
FirstName LastName
how this law and related regulations will affect your company.
Disclose that trading in
your securities may be prohibited under the HFCAA and Accelerating
HFCAA if the
PCAOB determines that it cannot inspect or investigate completely
either of your auditors,
and that as a result an exchange may determine to delist your
securities. We note your
cross-references to the relevant risk factors on page 51.
13. In future filings, please update your disclosure wherever you discuss
the HFCAA to
reflect that on August 26, 2022, the PCAOB signed a Statement of
Protocol with the
China Securities Regulatory Commission and the Ministry of Finance of
the PRC to allow
the PCAOB to inspect and investigate completely registered pubic
accounting firms
headquartered in China and Hong Kong, consistent with the HFCAA, and
that the
PCAOB will be required to reassess its determinations by the end of
2022.
D. Risk Factors
Summary of Risk Factors, page 18
14. In future filings, please revise your summary risk factors to include
a cross-reference to
each relevant individual detailed risk factor.
Risks Relating to Our Business and Industry
The growth and profitability of our business depend on the level of consumer
demand..., page 35
15. We note your risk factor indicating that general economic and industry
conditions as well
as the disposable income of consumers may impact the growth and
profitability of your
business. Please update this risk factor (and others as appropriate)
if recent inflationary
pressures have materially impacted your operations. In this regard,
identify the types on
inflationary pressures your are facing and how your business has been
affected.
Our ADSs will be prohibited from trading in the United States under the Holding
Foreign
Companies..., page 51
16. We note your disclosure about the Holding Foreign Companies
Accountable Act. In future
filings, please expand your risk factors to disclose that the United
States Senate has passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to
two years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to
implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Risks Related to Doing Business in China
The PRC government's significant oversight over our business operation could
result..., page 51
17. In future filings, please revise this risk factor to expand your
disclosure to discuss how the
determinations, changes, or interpretations in PRC regulations may
also result in your
Mars Guangyuan Cai
Smart Share Global Ltd
December 19, 2022
Page 5
inability to assert contractual control over the assets of your PRC
subsidiaries. We note
that you disclose that could you be required to seek additional
permission to continue your
operations, which could result in a material adverse change in your
operation and that
your ordinary shares and ADSs may decline in value or become worthless.
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 Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with
any other
questions.
Sincerely,
FirstName LastNameMars Guangyuan Cai
Division of
Corporation Finance
Comapany NameSmart Share Global Ltd
Office of Trade &
Services
December 19, 2022 Page 5
cc: Haiping Li
FirstName LastName