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United States securities and exchange commission logo
July 16, 2020
Jing Ju
Chief Executive Officer
Chindata Group Holdings Ltd.
No. 47 Laiguangying East Road
Chaoyang District, Beijing, 100012
The People s Republic of China
Re: Chindata Group
Holdings Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted July 6,
2020
CIK No. 0001807192
Dear Mr. Ju:
We have reviewed your amended draft offering 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 offering statement or publicly filing your offering
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 any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments. Unless
otherwise noted, where
prior comments are referred to they refer to our letter dated May 8,
2020.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Our Business, page 1
1. You indicate in your
response to prior comment 1 that Microsoft does not account for
more than 10% of total
revenue for 2019; however, you continue to prominently disclose
them as one of your
customers with Bytedance. Please disclose the amount of revenue
generated from
Microsoft or otherwise explain why they are a significant customer to give
context to the
importance of such relationship.
Jing Ju
FirstName LastNameJing
Chindata Group Holdings Ju
Ltd.
Comapany
July NameChindata Group Holdings Ltd.
16, 2020
July 16,
Page 2 2020 Page 2
FirstName LastName
Summary Consolidated Financial Data, page 12
2. We note your discussion of one-time share-based compensation expense
and consulting
agreements termination expense that will be recognized upon completion
of this offering.
Please include a footnote to this table with a quantified discussion
of such amounts and
how this might impact your results of operations immediately following
this offering.
Similar revisions should be made to the Selected Consolidated
Financial Data table.
Selected Consolidated Financial Data
Non-GAAP, page 86
3. You state that the adjustment for depreciation and amortization in
your non-GAAP
measure of adjusted EBITDA is before any deduction of government
grants. Please tell us
the amount of such deduction for each period presented and to how you
considered
whether such adjustment creates a tailored accounting principle. Refer
to Question 100.04
of the non-GAAP C&DIs. In addition, explain further why you exclude
"operating lease
cost relating to prepaid land use," which appear to be a normal cash
operating expense
necessary to operate your business. Refer to Question 100.01 of the
non-GAAP C&DIs.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 91
4. We note your response to prior comment 14. In an effort to add context
to your focus on
growing your hyperscale data business, please tell us and revise to
disclose the total
revenue from hyperscale data centers and retail data centers for each
period presented
including the historical amounts generated from Chindata Xiamen prior
to the acquisition.
Business
Our Clients and Client Ecosystem Development, page 139
5. We note your additional disclosure in response to prior comment 15.
Given the
significance of the relationship with ByteDance, please further revise
to state when the
current contract(s) expire, how long the renewal periods are, as well
as whether or not
either party has early terminated any contracts to date.
Notes to Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies
Revenue Recognition, page F-24
6. Your revised disclosure in response to prior comment 23 indicates that
the fixed
consideration is included in the transaction price for the entire
contract and such
consideration relates to contractual minimums. Please further revise
to clarify how
revenue related to the fixed consideration is recognized over the
contract period, (e.g. on a
straight-line or other basis). Also, tell us whether and how
frequently contractual
minimums are not met, particularly in the beginning of your contracts
when you note the
Jing Ju
Chindata Group Holdings Ltd.
July 16, 2020
Page 3
server hosting is not at optimal capacity. If minimums are not met during
the contractual
period, explain how that is considered in recognizing revenue.
7. We note your added disclosure in response to prior comment 26 regarding
the
RMB7,330,822,000 (US$1,053,007,000) aggregate amount of transaction price
allocated
to (unsatisfied or partially unsatisfied) performance obligations as of
December 31, 2019.
Please further revise to clarify whether or not this includes your
estimate of variable
consideration. Also, you indicate that this amount will be recognized
over the next eight
to nine years. Please provide further explanation of when, within this
time period, you
expect to recognize this as revenue. We refer you to ASC 606-10-50-13b.
Unaudited Pro Forma Shareholders' Equity, page F-28
8. We note your revised disclosure in response to prior comment 26. Please
further revise to
separately state the amount of expense for the one-time share-based
compensation
expense and the one-time consulting agreements termination expense.
Similar changes
should be made to your capitalization table disclosures.
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 Ltd.
Office of Technology
July 16, 2020 Page 3
cc: David Zhang, Esq.
FirstName LastName