United States securities and exchange commission logo





                              August 31, 2023

       Yuan Li
       Chief Executive Officer
       JIADE LIMITED
       Unit 2-02, Puningdun Business Plaza
       No. 1702 and 1706 Minjiang Road
       Jinjiang District, Chengdu City, Sichuan Province
       The People   s Republic of China, 610000

                                                        Re: JIADE LIMITED
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted August 3,
2023
                                                            CIK No. 0001976908

       Dear Yuan Li:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   We note that you intend
to be listed on the Nasdaq Capital Market and that "insiders will
                                                        hold a large portion of
[y]our listed securities." Please tell us whether you will be deemed
                                                        a    controlled company
   as defined by Nasdaq and, if so, whether you intend to rely on
                                                        any exemptions as a
controlled company. To the extent applicable, please disclose here
                                                        and in the prospectus
summary that you are a controlled company, identify the person(s)
                                                        who will control the
company and their ownership percentages, and include a risk factor
                                                        that discusses the
effect, risks and uncertainties of being a controlled company. In
 Yuan Li
JIADE LIMITED
August 31, 2023
Page 2
         addition, to the extent that a small group of insiders will be able to
control all or some of
         the matters subject to shareholder approval, please include a risk
factor discussing the
         associated risks.
2.       We note your representation that you are "are an exempted company with
limited liability
         incorporated in the Cayman Islands with no material operations of
[y]our own and are not
         a Chinese operating company." Please revise your disclosure here to
explicitly state
         that this structure involves unique risks to investors.
3.       We note your disclosure here, and similar disclosure elsewhere in your
prospectus, that
         your ordinary shares may be prohibited from trading if the PCAOB "is
unable to inspect
         [y]our auditors for three consecutive years." Please revise this
paragraph to refer to the
         inspection rules as they are currently in effect.
4.       Here and in the prospectus summary you disclose the consequences if
you do not
         receive/maintain the required approvals to list in the U.S. Please
expand this discussion of
         consequences to clarify that it also applies if you do not
receive/maintain the
         required permissions and approvals to operate your business or offer
your securities.
Conventions that Apply to this Prospectus, page ii

5.       Please define "adult education institutions" as you use the term in
the prospectus.
Permissions or Approval Required from the PRC Authorities for Our Operations
and Offering,
page 8

6.       Please revise to state here, as you do on the cover page, that your
counsel confirmed that
         you are not subject to cybersecurity review or network data review by
the CAC. Please
         also revise to state, if true, that other than the CSRC review, you
are not required
         to obtain, nor have you been denied, any other approval, licenses, or
permits from PRC
         governmental authorities to offer your securities.

Dividends or Distributions Made to Our Company and U.S. Investors and Tax
Consequences,
page 9
FirstName LastNameYuan Li
Comapany
7.         NameJIADE
      Please             LIMITEDhere to provide a cross-reference to the
consolidated financial
             revise the disclosure
Auguststatements.
       31, 2023 Page 2
FirstName LastName
 Yuan Li
FirstName LastNameYuan Li
JIADE LIMITED
Comapany
August 31, NameJIADE
           2023        LIMITED
August
Page 3 31, 2023 Page 3
FirstName LastName
Risk Factors, page 16

8.       We note your disclosure on page F-25 that "[l]oans issued at variable
rates and fixed rates
         expose [you] to cash flow interest rate risk and fair value interest
rate
         risk respectively." To the extent material, please revise your summary
risk factors and
         risk factors sections to specifically identify such interest rate
risks. In your risk factor
         disclosure, please discuss the impact of any rate increases on your
operations and how
         your business has been affected. For example, describe whether your
borrowing costs
         have recently increased or are expected to increase and your ability
to pass along your
         increased costs to your customers.
9.       To the extent applicable, please update your risk factors to disclose
how recent
         inflationary pressures have materially impacted your business and
operations. For
         example, identify the types of inflationary pressures you are facing
and how your business
         has been affected.
Increases in labor costs in the PRC may adversely affect our PRC subsidiaries'
business and
profitability, page 23

10.      We note your disclosure that the "average wage level for [y]our PRC
subsidiaries
         employees has also increased in recent years." To the extent material,
please quantify the
         impact of increased labor costs on your business and explain whether
any mitigation
         efforts introduce new material risks.
Our PRC subsidiaries may fail to protect their intellectual property, page 23

11.      We note your disclosure here that your "PRC subsidiaries have already
acquired 23
         software copyrights and are anticipating certification for an
additional 10 software
         copyrights." However, we also note your disclosure on pages 3, 33, 57,
73, 74, 81, 83 and
         89 that your PRC subsidiaries have acquired "31 software copyrights."
Please revise your
         disclosure to reconcile this discrepancy.
Our PRC subsidiaries face risks related to natural disasters, health epidemics
.. . ., page 38

12.      We note your disclosure here and on page 58 that "[d]uring the years
ended December 31,
         2021 and 2022, [y]our PRC subsidiaries    business was moderately
impacted by the
         COVID-19 pandemic," including that it "reduced demand for adult
education training and
         examinations, and disrupted logistics, moderately affected [y]our PRC
subsidiaries
         business, financial condition, and results of operations." Please
expand your disclosure
         here and elsewhere as appropriate to quantify this impact on your
revenue or results of
         operations during the years ended 2021 and 2022.
 Yuan Li
FirstName LastNameYuan Li
JIADE LIMITED
Comapany
August 31, NameJIADE
           2023        LIMITED
August
Page 4 31, 2023 Page 4
FirstName LastName
Use of Proceeds, page 50

13.      We note this is a best efforts offering with a finite offering period.
Please tell us what
         consideration you gave to revising the disclosure here to provide use
of proceeds
         information for varying levels of proceeds raised in this offering.
14.      We note that you plan to use approximately 40% of the net proceeds
from this offering for
         "acquiring vocational education and training institutions . . . and
establishing ten to eight
         examination centers." If the proceeds are being used directly or
indirectly
         to acquire assets, other than in the ordinary course of business,
briefly describe the assets
         and their cost. If the assets will be acquired from affiliates of the
company or their
         associates, disclose the persons from whom they will be acquired and
how the cost to the
         company will be determined. Further, if the proceeds may or will be
used to finance
         acquisitions of other businesses, give a brief description of such
businesses and
         information on the status of the acquisitions. Refer to Part I, Item
4.a of Form F-1 and
         Part I, Item 3.C of Form 20-F.
Capitalization, page 53

15.      Please revise to include indebtedness in your capitalization. Refer to
Item 3B of Form 20-
         F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 59

16.      Please provide a more fulsome discussion of your operating results
including quantitative
         and qualitative description of the reasons underlying material
changes. For example, your
         discussion of the 86% increase in selling expenses repeats changes
disclosed in the
         provided table but does not discuss the factors underlying those
increases. In addition,
         for each of your revenue by type presented in the table on page 60 you
do not disclose the
         reason for the increase in the number of students. Revise your
discussion as appropriate.
         Refer to Item 5 of Form 20-F.
Critical Accounting Estimates, page 67

17.      You disclose that you have determined there were no critical
accounting estimates. You
         also disclose that you make judgments, estimates, and assumptions that
affect your
         reported amount of assets, liabilities, revenue, costs and expenses
and that you believe that
         the estimates include useful lives of property and equipment and
intangible assets, the
         incremental borrowing rate used in operating lease right-of-use assets
and lease liabilities,
         the valuation of accounts receivable, the recoverability of long-lived
assets, contingencies
         and realization of deferred tax assets. This appears to contradict
your disclosure that you
         have determined there were no critical accounting estimates. Please
explain to us how
         you determined that you had no critical accounting estimates. Refer to
Item 5E of Form
         20-F.
 Yuan Li
FirstName LastNameYuan Li
JIADE LIMITED
Comapany
August 31, NameJIADE
           2023        LIMITED
August
Page 5 31, 2023 Page 5
FirstName LastName
Industry, page 68

18.      We note the industry data presented here provides metrics up to and
including 2021.
         Given that you commissioned the Frost & Sulliven report in February
2023 and your
         financial statements include information for the year ended December
31, 2022, please
         update your Industry section to include industry data for 2022.
Alternatively, please
         explain why presenting industry data through 2021 is meaningful to
investors.
Customers, page 76

19.      We note your disclosure here and on page 34 that "[f]or the year ended
December 31,
         2021, the top three customers of [y]our PRC subsidiaries accounted for
59%, 19%, and
         11% of [y]our total revenue, respectively. During the year ended
December 31, 2022, the
         top three customers of [y]our PRC subsidiaries accounted for 50%, 19%,
and 8% of [y]our
         total revenue, respectively." In the interest of enhancing investors'
understanding of your
         business, please tell us what consideration you gave to identifying
these customers on
         whom your business materially depends.
Related Party Transactions, page 104

20.      Please revise this section through the date of the prospectus. Refer
to Item 7.B of Form
         20-F.
Where You Can Find Additional Information, page 139

21.      Please update your disclosure to include your internet address. Refer
to Item 4(e) of Form
         F-1.
Notes to Consolidated Financial Statements
Note 2 - Summary of significant accounting policies
Revenue recognition, page F-12

22.      Please more specifically clarify for us the nature of the underlying
services you
         provide and who your customer is when you have provided these
services. We note from
         your disclosure that these services may include online services
offered through the KB
         Platform and offline services such as tutoring, exam administration
services, and guidance
         on graduation thesis preparation. To help us better understand the
nature of such
         arrangements, describe for us in detail the significant terms of the
contracts. As part of
         your response, please describe for us:
             who your customer(s) is in the arrangement;
             the goods and/or services that are promised to your customer(s);
             whether the goods and/or services represent one or multiple
performance obligations;
              and
             when the performance obligation(s) is satisfied.
General
 Yuan Li
JIADE LIMITED
August 31, 2023
Page 6

23.   Please provide us with supplemental copies of all written communications,
as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      have presented or expect to present to potential investors in reliance on
Section 5(d) of the
      Securities Act, whether or not you retained, or intend to retain, copies
of those
      communications. Please contact the staff member associated with the
review of this filing
      to discuss how to submit the materials, if any, to us for our review.
24.   We note your disclosure on page 32 that your business relies on the
uninterrupted
      functioning of your technology infrastructure which, in turn, "is
potentially vulnerable to
      damages or interruptions." In an appropriate place, please describe any
processes for
      assessing, identifying and managing material risks from cybersecurity
threats, as well
      as the extent and nature of the role of the board of directors in
overseeing cybersecurity
      threats and managing the related risks, including in connection with the
company's
      software and data protection.
       You may contact Patrick Kuhn at (202) 551-3308 or Joel Parker at (202)
551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at (202) 551-6022 or Lilyanna Peyser at (202) 551-3222
with any other
questions.



                                                            Sincerely,
FirstName LastNameYuan Li
                                                            Division of
Corporation Finance
Comapany NameJIADE LIMITED
                                                            Office of Trade &
Services
August 31, 2023 Page 6
cc:       Lisa Forcht
FirstName LastName