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United States securities and exchange commission logo
September 21, 2022
David Zhang
Chief Financial Officer
iClick Interactive Asia Group Ltd
Prosperity Millennia Plaza 663 King s Road, Quarry Bay
Hong Kong S.A.R., People s Republic of China
Re: iClick Interactive
Asia Group Ltd
Annual Report on
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed May 2, 2022
File No. 001-38313
Dear Mr. Zhang:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2021
Conventions That Apply To This Annual Report, page 1
1. Please revise your
definition of "China" or the "PRC" to remove the exclusion of Hong
Kong and Macau from
this definition and clarify that the legal and operational risks
associated with
operating in China also apply to any operations in Hong Kong and/or
Macau.
2. Clearly disclose how
you will refer to the holding company, subsidiaries, the VIE and the
VIE s subsidiaries
when providing the disclosure throughout the document so that it is
clear to investors
which entity the disclosure is referencing and which subsidiaries or
entities are conducting
the business operations. Refrain from using terms such as we or
our when
describing activities or functions of a VIE. For example, you define we,
us, our
company and our as iClick Interactive Asia Group Limited, but it
appears
you also use these
terms to refer to the consolidated entity and to a variety of business
operations, including
those of the VIE. Additionally, we note that you refer to our VIE
David Zhang
iClick Interactive Asia Group Ltd
September 21, 2022
Page 2
on page F-20 which appears to inappropriately imply an equity ownership
interest in the
VIE.
Cash Transfer between our Company, Subsidiaries and VIE and Its Subsidiaries,
page 6
3. Please revise to provide a more detailed description of how cash is
transferred through
your organization. State whether any transfers, dividends or
distributions have been made
to date between the holding company, its subsidiaries, and consolidated
VIEs, or to
investors, and quantify any cash flows or transfers of other assets by
type that have
occurred, and direction of transfer. In particular, clarify how funds
from the public
holding company, such as offering proceeds from your IPO, were
transferred to VIE
entities and used for VIE operations. Provide appropriate
cross-references to the
condensed consolidating schedule and the consolidated financial
statements.
Summary of Risk Factors, page 18
4. Provide prominent disclosure about the legal and operational risks
associated with being
based in or having the majority of the company s operations in China.
The disclosure in
this section should make clear whether these risks could result in a
material change in
your operations and/or the value of the securities you have listed or
could significantly
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless. Your
disclosure should address how recent statements and regulatory actions by
China s
government, such as those related to the use of variable interest
entities and data security
or anti-monopoly concerns, have or may impact the company s ability to
conduct its
business, accept foreign investments, or list on a U.S. or other foreign
exchange.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua
Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
FirstName LastNameDavid Zhang
Division of
Corporation Finance
Comapany NameiClick Interactive Asia Group Ltd
Office of
Technology
September 21, 2022 Page 2
cc: Shuang Zhao, Esq.
FirstName LastName