DRSLTR: Correspondence Related to Draft Registration Statement
Published on June 22, 2017
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM |
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PARTNERS |
世達國際律師事務所 |
AFFILIATE OFFICES | |
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JOHN ADEBIYI ¨° |
42/F, EDINBURGH TOWER, THE LANDMARK |
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CHRISTOPHER W. BETTS |
15 QUEENS ROAD CENTRAL, HONG KONG |
BOSTON | |
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WILL H. CAI ^ |
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CHICAGO | |
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GEOFFREY CHAN * |
TEL: (852) 3740-4700 |
HOUSTON | |
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CHI T. STEVE KWOK * |
FAX: (852) 3740-4727 |
LOS ANGELES | |
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EDWARD H.P. LAM ¨* |
www.skadden.com |
NEW YORK | |
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HAIPING LI * |
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PALO ALTO | |
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RORY MCALPINE ¨ |
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WASHINGTON, D.C. | |
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CLIVE W. ROUGH ¨ |
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WILMINGTON | |
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JONATHAN B. STONE * |
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BEIJING | |
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BRUSSELS | |
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^ (ALSO ADMITTED IN CALIFORNIA) |
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FRANKFURT | |
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¨ (ALSO ADMITTED IN ENGLAND & WALES) |
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LONDON | |
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* (ALSO ADMITTED IN NEW YORK) |
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MOSCOW | |
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° (NON-RESIDENT IN HONG KONG) |
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MUNICH | |
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PARIS | |
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REGISTERED FOREIGN LAWYERS |
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SÃO PAULO | |
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Z. JULIE GAO (CALIFORNIA) |
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SEOUL | |
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BRADLEY A. KLEIN (ILLINOIS) |
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SHANGHAI | |
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SINGAPORE | |
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TOKYO | |
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TORONTO | |
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June 22, 2017 |
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Confidential
Draft Registration Statement
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: RYB Education, Inc.
Confidential Submission of the Draft Registration Statement on Form F-1
Dear Sir/Madam,
On behalf of our client, RYB Education, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the Company), we are hereby submitting a draft registration statement on Form F-1 (the Draft Registration Statement) relating to a proposed initial public offering in the United States of the Companys ordinary shares, par value US$0.001 per share, to be represented by American depositary shares (ADSs) via EDGAR to the Securities and Exchange Commission (the Commission) for confidential review pursuant to the Jumpstart Our Business Startups Act, as amended (the JOBS Act). The Company confirms that it is an emerging growth company as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. A registration statement on Form F-6 relating to the ADSs will be filed with the Commission in due course.
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If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Lili Shan, the audit engagement partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 10-8520-7256 or via email at llshan@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.
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Very truly yours, |
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/s/ Z. Julie Gao |
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Z. Julie Gao |
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cc: |
Chimin Cao, Chairman of the Board, RYB Education, Inc. |
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Yanlai Shi, Director and Chief Executive Officer, RYB Education, Inc. |
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Ping Wei, Chief Financial Officer, RYB Education, Inc. |
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Lili Shan, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP |
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David Zhang, Esq., Kirkland & Ellis International LLP |
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Steve Lin, Esq., Kirkland & Ellis International LLP |