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United States securities and exchange commission logo
September 3, 2020
Jing Ju
Chief Executive Officer
Chindata Group Holdings Limited
No. 47 Laiguangying East Road
Chaoyang District, Beijing, 100012
The People s Republic of China
Re: Chindata Group
Holdings Limited
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted August
28, 2020
CIK No. 0001807192
Dear Mr. Ju:
We have reviewed your amended 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. Unless otherwise noted, where prior comments are referred to
they refer to our letter
dated August 21, 2020.
Draft Registration Statement on Form S-1
Risk Factors
Our business, results of operations and financial condition may be
adversely affected..., page 22
1. We note your revised
disclosures in response to prior comment 22. Please further revise
to clarify that in
order to effectuate the President's Executive Order, ByteDance shall
divest all interest and
rights in any tangible or intangible assets or property used to enable
or support ByteDance
s operation of the TikTok application and any data obtained or
derived from the TikTok
application in the United States.
Jing Ju
Chindata Group Holdings Limited
September 3, 2020
Page 2
Note 11. Share-based Payment, page F-63
2. We note your revised disclosures on page 191 indicating that all of the
options granted
under the 2020 Share Option Plan have been exercised for ordinary shares.
However,
your disclosures here indicate that half of the awards vest over a
four-year service period
while the other half vest in two equal installments if certain
performance targets are met.
Please revise here to clarify whether the vesting conditions for these
awards changed and
if so, when. Also, disclose when these awards vested and the amount of
stock-based
compensation expense incurred. To the extent such awards were not fully
vested, disclose
whether this plan includes repurchase provisions should the employee
terminate their
service prior to meeting the service or performance conditions.
3. You state that the fair value of the units granted on May 20, 2020 was
$125.74 per unit.
Please explain the increase in this value from the $17.26 value for units
granted in
September 2019 as disclosed on page F-38. Further, you disclose that
$1,012,000 in
share-based compensation expense will be recorded for 30,670 units
granted on May 20,
2020. Therefore, it appears that such units have a fair value of
approximately $33 per
unit. Please explain this apparent inconsistency from the $125.74 per
unit fair value as
disclosed.
You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Staff Attorney, at
(202) 551-3447 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
FirstName LastNameJing Ju
Division of
Corporation Finance
Comapany NameChindata Group Holdings Limited
Office of Technology
September 3, 2020 Page 2
cc: David Zhang, Esq.
FirstName LastName