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United States securities and exchange commission logo
May 22, 2024
Peng Xue
Chief Executive Officer
BingEx Limited
Building 6
Zhongguancun Dongsheng International Science Park
No.1 Yongtaizhuang North Road
Haidian District, Beijing 100192
People s Republic of China
Re: BingEx Limited
Amendment No. 5 to
Draft Registration Statement on Form F-1
Submitted May 10,
2024
CIK No. 0001858724
Dear Peng Xue:
We have reviewed your amended draft registration statement and have
the following
comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
April 11, 2024 letter.
DRS on Form F-1 submitted on May 10, 2024
Summary Consolidated Financial Data, page 18
1. We note from your
response to prior comment 4 that After the internal group
restructuring, most of
the on-demand dedicated courier services were provided by the
WFOE s subsidiaries.
Based on this statement, please clarify why the Other subsidiaries
column and not the WFOE
column appears to depict more operations activity for the year
ended December 31, 2023
in the condensed consolidating schedule on page 20.
Peng Xue
BingEx Limited
May 22, 2024
Page 2
General
2. We note that throughout your prospectus you have revised:
the risk that the Chinese government may intervene or influence
your operations at
any time to further indicate that it may due so "in accordance with
the PRC laws and
regulations"; and
the risk that there are uncertainties with respect to the
interpretation and application
of PRC laws and regulations "depending on the facts and
circumstances."
The guidance in our Sample Letter to China-Based Companies issued on
December 20,
2021 sought specific disclosure regarding the risk that the Chinese
government may
intervene or influence your operations at any time, the risk that there
are uncertainties
regarding the status of the rights of the Cayman Islands holding company
with respect to
its contractual arrangements with the VIE, and the risks arising from the
legal system in
China, including risks and uncertainties regarding the enforcement of
laws.
We do not believe that your revised disclosure highlighting that the
Chinese government
may intervene or influence "in accordance with the PRC laws and
regulations" or
that there are uncertainties with respect to the interpretation and
application of PRC laws
and regulations "depending on the facts and circumstances" conveys the
same risk.
Accordingly, please revise your disclosure to remove such references to
"in accordance
with the PRC laws and regulations" and "depending on the facts and
circumstances."
Please contact Jennifer O'Brien at 202-551-3721 or Kimberly Calder at
202-551-3701 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Anuja Majmudar at 202-551-3844 or Kevin Dougherty at 202-551-3271 with
any other
questions.
Sincerely,
FirstName LastNamePeng Xue
Division of
Corporation Finance
Comapany NameBingEx Limited
Office of Energy &
Transportation
May 22, 2024 Page 2
cc: Shu Du
FirstName LastName