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United States securities and exchange commission logo
July 20, 2023
Jian Tang
Chief Executive 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
Form 20-F for the
Year Ended December 31, 2022
Filed May 11, 2023
File No. 001-38313
Dear Jian Tang:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 162
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
Jian Tang
FirstName LastNameJian TangLtd
iClick Interactive Asia Group
Comapany
July NameiClick Interactive Asia Group Ltd
20, 2023
July 20,
Page 2 2023 Page 2
FirstName LastName
2. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
for the Company, which you appear to indicate on page 1 of your
Form 20-F refers to
iClick Interactive Asia Group Limited without its subsidiaries. Please
note that Item
16I(b) requires that you provide disclosures for yourself and your
consolidated foreign
operating entities, including variable interest entities or similar
structures. To clarify this
matter, please provide us with the following information:
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which
you have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
3. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our best knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of
the Chinese
Communist Party.
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.
Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at
(202) 551-3737
with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program
cc: Shuang Zhao