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United States securities and exchange commission logo
October 27, 2022
Yan Gao
Vice President of Finance
Qudian Inc.
Tower A, AVIC Zijin Plaza
Siming District, Xiamen
Fujian Province 361000, People's Republic of China
Re: Qudian Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2021
Response dated
September 29, 2022
File No. 001-38230
Dear Yan Gao:
We have reviewed your September 29, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
August 18, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2021
Note 7. Investment in equity method investee, page F-51
1. We note your response
to comment 3 acknowledging the Company s requirement to file
the separate financial
statements of SECO in accordance with Rule 3-09 of Regulation S-
X. Please file an
amendment to the Company s Annual Report on Form 20-F to include
SECO s audited
financial statements as required by Rule 3-09 of Regulation S-X.
2. In addition to the
comment above, we note your prior conclusions that your disclosure
controls and procedures
were effective as of December 31, 2021 and 2020, as disclosed on
page 189 of your 2021
Form 20-F, and page 179 of your 2020 Form 20-F, respectively.
Given the Company
failed to provide the required Rule 3-09 financial statements and 4-
Yan Gao
Qudian Inc.
October 27, 2022
Page 2
08(g) financial information of SECO within the appropriate time
periods specified in the
rules and forms of the Commission, tell us how you concluded that your
disclosure
controls and procedures were effective as of December 31, 2021 and
2020. To the extent
you have revised your prior conclusions such that the disclosure
controls and procedures
were ineffective for each year, revise your disclosure to state the
ineffective conclusion in
connection with the filing of the amendments to Form 20-F for each
year and why.
You may contact Cara Lubit at (202) 551-5909 or Robert Klein at (202)
551-3847 if you
have any questions.
FirstName LastNameYan Gao Sincerely,
Comapany NameQudian Inc.
Division of
Corporation Finance
October 27, 2022 Page 2 Office of
Finance
FirstName LastName