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Published on September 13, 2017
PARTNERS CHRISTOPHER W. BETTS WILL H. CAI ^ GEOFFREY CHAN * CHI T. STEVE KWOK * EDWARD H.P. LAM ¨* HAIPING LI * RORY MCALPINE ¨ CLIVE W. ROUGH ¨ JONATHAN B. STONE * ^ (ALSO ADMITTED IN CALIFORNIA) ¨ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYERS Z. JULIE GAO (CALIFORNIA) BRADLEY A. KLEIN (ILLINOIS) |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com |
AFFILIATE OFFICES
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September 13, 2017 |
TORONTO |
VIA EDGAR
Mr. Larry Spirgel
Mr. Joshua Shainess
Mr. Terry French
Ms. Christie Wong
Office of Telecommunications
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: RYB Education, Inc.
Registration Statement on Form F-1 (File No.333-220259)
Dear Mr. Spirgel, Mr. Shainess, Mr. French and Ms. Wong:
On behalf of our client, RYB Education, Inc., a company organized under the laws of the Cayman Islands (the Company), we are filing herewith the Amendment No. 1 to the Companys registration statement on Form F-1 (the Registration Statement) via EDGAR to the Securities and Exchange Commission (the Commission). To facilitate your review, we have separately delivered to you five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission August 30, 2017.
Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Companys response to the comment contained in the letter from the staff of the Commission (the Staff) dated September 7, 2017. The Staffs comment is repeated below in bold and are followed by the Companys response.
The Company will commence the marketing activities in connection with the offering shortly after the date hereof. The Company plans to request the Staffs declaration of the effectiveness of the Registration Statement on or about September 26, 2017, and would greatly appreciate the Staffs continuing assistance and support in meeting its timetable.
Exhibit 5.1
1. Counsels assumption contained in Section 2.3 to the legality opinion is unduly broad. Counsel may not assume material facts underlying the opinion or any readily ascertainable facts. Please file a revised opinion without such assumption. Please refer to Item II.B.3.a of Staff Legal Bulletin No. 19.
In response to the Staffs comment, the Company has filed a revised opinion without the aforementioned assumption with the Registration Statement.
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If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.
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Very truly yours, |
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/s/ Z. Julie Gao |
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Z. Julie Gao |
Enclosures
cc: Chimin Cao, Chairman of the Board, RYB Education, Inc.
Yanlai Shi, Director and Chief Executive Officer, RYB Education, Inc.
Ping Wei, Chief Financial Officer, RYB Education, Inc.
Lili Shan, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP
David Zhang, Esq., Partner, Kirkland & Ellis International LLP
Steve Lin, Esq., Partner, Kirkland & Ellis International LLP