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United States securities and exchange commission logo
February 1, 2023
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
Correspondence
Filed January 17, 2023
File No. 001-40298
Dear Mars Guangyuan Cai:
We have reviewed your January 17, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
December 19, 2022 letter.
Correspondence filed January 17, 2023
Introduction, page 1
1. We note your response
to comment 1 and reissue in part. In future filings, please 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. We note your
response that you do
not have any business operations in Hong Kong but that legal and
operational risks
associated with operating in China also apply to operations in Hong
Kong, generally. We
also note that Smart Share International Limited is a wholly-owned
Hong Kong subsidiary,
which directly owns your PRC subsidiaries.
Mars Guangyuan Cai
Smart Share Global Ltd
February 1, 2023
Page 2
Additionally, in future filings, please revise your definition of Smart
Share International
Limited to state that this entity directly owns your PRC subsidiaries,
Zhixiang Investment
WFOE, Zhicheng WFOE and Zhixiang WFOE.
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the VIE, page 4
2. We note your response to comment 7 and reissue in part. In future
filings, please revise
your disclosure on page 4 to expand your discussion to briefly describe
all contracts and
arrangements through which you claim to have economic rights and exercise
control that
results in consolidating of the VIE's operations and financial results
into your financial
statements. We note your cross-reference to Item 4. and detailed
discussion and disclosure
on pages 100-101.
3. We note your response to comment 8, including that this "other VIE" has
no significant
operations and that you plan to terminate this entity. In future filings,
please revise your
disclosure here and elsewhere throughout your Form 20-F, including your
corporate
structure diagram, to reflect the existence of this VIE by name and
including disclosure of
any contractual arrangements through which you claim to have economic
rights and
exercise control that results in the consolidation of this VIE's
operations into your
financial statements as well as discussion regarding the termination of
this VIE.
D. Risk Factors
Summary of Risk Factors, page 18
4. We note your response to comment 14, including the proposed revisions to
page 18 and
your Summary of Risk Factors. In future filings, please revise your
summary of risk
factors further to include a specific page number within each
cross-reference to each
relevant individual detailed risk factor.
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
February 1, 2023 Page 2
cc: Haiping Li
FirstName LastName