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August 17, 2023
Zheng Xu
Chief Executive Officer
Missfresh Ltd
3rd Floor, Block A, Vanke Times Center
No. 9 Wangjing Street
Chaoyang District, Beijing 100016
The People s Republic of China
Re: Missfresh Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-40529
Dear Zheng Xu:
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 Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 140
1. We note your statement
that you reviewed the Company s register of members as well as
the Schedule 13Gs and
the amendments thereto filed by major 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).
2. 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
Zheng Xu
Missfresh Ltd
August 17, 2023
Page 2
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.
3. We note that your disclosures pursuant to Items 16I(b)(2) and (b)(3) are
provided for
Missfresh Limited. We also note that your disclosures on Exhibit 8.1 that
indicate that
you have consolidated foreign operating entities in Hong Kong, Cayman
Islands, British
Virgin Islands, and the People s Republic of China. 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.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and confirm, if
true, that you have disclosed 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.
Alternatively, provide
this information in your supplemental response.
With respect to (b)(3), please provide the information required by
(b)(3) for you and
all of your consolidated foreign operating entities in your
supplemental response.
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 Jimmy McNamara at 202-551-7349 or Andrew Mew at
202-551-3377
with any questions.
Sincerely,
FirstName LastNameZheng Xu
Division of
Corporation Finance
Comapany NameMissfresh Ltd
Disclosure Review
Program
August 17, 2023 Page 2
cc: Shu Du
FirstName LastName