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August 16, 2018
Yan Li
Chief Executive Officer
Niu Technologies
No. 10 Wangjing Street, Building A, 11/F, Chaoyang District
Bejing 100102
People's Republic of China
Re: Niu Technologies
Draft Registration Statement on Form F-1
Submitted July 20, 2018
CIK No. 0001744781
Dear Mr. Li:
We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1
General
1. Please provide us with mock-ups of pages that include any pictures or
graphics to be
presented, including any captions you intend to use. In considering your
schedule for
printing and distributing the preliminary prospectus, keep in mind that
we may have
comments on the materials.
2. Please provide us copies of all written communications, as defined in
Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential
Yan Li
FirstName LastNameYan Li
Niu Technologies
Comapany NameNiu Technologies
August 16, 2018
August 16, 2018 Page 2
Page 2
FirstName LastName
investors in reliance on Section 5(d) of the Securities Act, whether
or not they retain
copies of the communications.
Prospectus Summary
Overview, page 1
3. We note your disclosure of the relationship of your volume-weighted
average retail price
to your competitors in the industry in 2017. Please tell us how the
volume-weighted
average is calculated, what it represents, and why it is used rather
than a weighted
average.
Electric Two-Wheeled Vehicles Market in the European Union, Southeast Asia and
India, page 3
4. Please substantiate the statement on page 1 that you are "a leader in
Europe in terms of
sales volume" and place your disclosure in this section in context by
disclosing your
relative market share in the European Union, Southeast Asia and India
markets.
Corporate History and Structure, page 4
5. Please expand this section to explain briefly what a Variable Interest
Entity is, the reasons
for adopting the structure, and highlight the most material risks.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Results of Operations
Our ability to enhance or maintain our pricing power, page 70
6. We note your disclosure that the retail price of your selected models
sold in China was
increased in 2016 and 2017. Please define "selected models" and revise
to clarify that the
retail price does not represent revenues attributed to the company for
sales made through
third parties. Also, we note your disclosure on page 78 that net
revenues per scooter
decreased from 2016 to 2017. Please balance your disclosure on page
70, and elsewhere
as appropriate, by disclosing trends in your net revenue per scooter
when you discuss
changes in retail prices of your products.
Results of Operations, page 76
7. Please quantify the effects of changes in both price and volume on
revenues and expense
categories, where appropriate. Refer to Item 5 of Form 20-F.
Business
Our Competitive Strengths, page 102
8. Please balance your disclosure concerning your strengths and prospects
by discussing the
material negative factors affecting your business, such as strong
competition, low barriers
to entry and significant research and development costs.
Yan Li
Niu Technologies
August 16, 2018
Page 3
Regulation
Regulations Relating to Foreign Exchange, page 136
9. Please describe here the NDRC Order 11 you reference in the last risk
factor on page 38
and clarify whether the approval and registration requirements under
Order 11 are
separate from or supersede the requirements under SAFE Circular 37.
Please also
describe the reasons for the uncertainties regarding the application of
Order 11 and discuss
any steps you are taking to evaluate whether Order 11 applies to you and
your PRC
subsidiaries.
10. You state here and in Use of Proceeds that PRC laws and regulations limit
your ability to
utilize the proceeds of the offering to make loans or capital
contributions to your PRC
subsidiaries. Please quantify here and in Use of Proceeds the amount of
loans or capital
contributions you may make to your PRC subsidiaries without obtaining
approvals from
SAFE or other government entities. To the extent you will be required to
obtain
addiitonal approvals to make loans or contribute the proceeds of this
offering, also discuss
how long you expect these will take and the likelihood you will obtain
the necessary
approvals.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies, page F-13
11. Please disclose your accounting policy for advances from customers in
accordance with
ASC 235-10-50.
14. Share-Based Compensation
Share Options, page F-40
12. We note from your disclosure on page F-40 that the expected exercise
multiple used in
estimating the fair value of options was estimated by referencing a
widely-accepted
academic research publication. Please tell us what information was used
and tell us your
consideration for disclosing this information. Please refer to ASC
718-10-50-2(f)(2).
You may contact Melissa Gilmore at 202-551-3777 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Julie Griffith at 202-551-3267 or J. Nolan McWilliams at 202-551-3217
with any other
questions.
Sincerely,
FirstName LastNameYan Li
Comapany NameNiu Technologies Division of
Corporation Finance
August 16, 2018 Page 3 Office of
Transportation and Leisure
cc: Julie Gao
FirstName LastName