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United States securities and exchange commission logo
October 25, 2022
Yinyu He
Chief Executive Officer
Leju Holdings Ltd
Level G, Building G, No.8 Dongfeng South Road
Chaoyang District , Beijing 100016
The People s Republic of China
Re: Leju Holdings Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2021
Response dated
September 13, 2022
File No. 001-36396
Dear Yinyu He:
We have reviewed your September 13, 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 29, 2022 letter.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 3. Key Information, page 3
1. We note your response
to prior comment 4. Please revise your definition of we, us,
etc. so that it does
not include the VIEs when you describe your operations. As noted in
the comment, you should
refrain from using these terms when describing activities or
functions of a VIE.
Instead you should use terms that distinguish the VIEs. In addition,
the definition appears
inconsistent with your supplemental response wherein you state that
you will refrain from
using these terms when describing activities or function of the VIEs.
2. We note your response
to comment 8. Please revise your disclosure on pages 5 and 6 to
also discuss whether
the restrictions on foreign exchange will affect your ability to
Yinyu He
Leju Holdings Ltd
October 25, 2022
Page 2
transfer cash to U.S. investors.
3. We note your response to comments 5 and 6. In footnote 2 to the
diagram, you refer to
your "effective control" of Beijing Leju, Leju Hao Fang and Beijing
Jiajujiu through
contractual arrangements. As requested in comment 6, please refrain
from implying that
the contractual agreements are the equivalent to equity ownership in
the business oft he
VIEs. Any references to control should be limited to a clear
description of the conditions
you have satisfied for consolidation of the VIEs under U.S. GAAP.
Please revise footnote
2 accordingly.
4. We note the additional disclosure you have provided in response to
comment 7. Please
revise to state affirmatively whether you have received all requisite
permissions or
approvals and whether any permissions or approvals have been denied,
as requested in the
comment. In addition, if you believe you have received all requisite
permissions or
approvals, please indicate your basis for this belief.
You may contact Eric McPhee at 202-551-3693 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Shih-Kuei Chen at 202-551-7664 or Pam Long at 202-551-3765 with any
other
questions.
FirstName LastNameYinyu He Sincerely,
Comapany NameLeju Holdings Ltd
Division of
Corporation Finance
October 25, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName