EX-99.5 2 filename2.htm

Exhibit 99.5

Yuanbao Inc.

Building 2, No.8 Beichen West Road,

Chaoyang District, Beijing, 100101,

The People’s Republic of China

+86 10 64849901

January 17, 2024

VIA EDGAR

Division of Corporation Finance

Office of Chief Accountant

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

| Re: | Yuanbao Inc.

Confidential Submission of the Draft Registration Statement on Form F-1

Representations Made Pursuant to Instruction 2 to Item 8.A.4 of Form 20-F

To whom it may concern:

The undersigned, Yaunbao Inc. is an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s confidential submission on the date hereof of its draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering of the Company’s Class A ordinary shares to be represented by American depositary shares.

The Company has included in the Draft Registration Statement its audited consolidated financial statements as of and for the years ended December 31, 2021 and 2022 and unaudited interim consolidated financial statements as of September 30, 2023 and for each of the nine-month periods ended September 30, 2022 and 2023.

Item 8.A.4 of Form 20-F requires that in the case of a company’s initial public offering, the registration statement on Form F-1 shall contain audited financial statements as of a date not older than 12 months from the date of the filing. The Company is submitting this letter pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that “[a] company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”

The Company hereby represents to the Commission that:

1. | The Company is not currently a public reporting company in any jurisdiction;

2. | the Company is not required by any jurisdiction outside of the United States to issue audited financial statements as of a date not older than 12 months at the time this document is submitted;

3. | compliance with the 12-month requirement in Item 8.A.4 of Form 20-F is impracticable and involves undue hardship for the Company;

4. | the Company does not anticipate that its audited financial statements for the year ended December 31, 2023 will be available until March 2024; and

5. | in not event will the Company seek effectiveness of the registration statement on Form F-1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering

The Company is submitting this letter as an exhibit to the Draft Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

* * *

Please do not hesitate to contact the undersigned at ray.wan@yuanbaobaoxian.com or the Company’s counsel Steve Lin of Kirkland & Ellis International LLP at steve.lin@kirkland.com if you have any questions regarding the foregoing.

Very truly yours,
Yuanbao Inc.
By: |  | /s/ Huirui Wan
Name: |  | Huirui Wan
Title: |  | Chief Financial Officer

cc: | Steve Lin, Esq., Partner, Kirkland & Ellis International LLP

Justin You Zhou, Esq., Partner, Kirkland & Ellis International LLP

Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP