Yatsen Holding Limited
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People’s Republic of China
August 3, 2023
VIA EDGAR
Mr. Jimmy McNamara
Mr. Andrew Mew
Division of Corporation Finance
Disclosure Review Program
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: |
| Yatsen Holding Limited (the “Company”) |
|
| Form 20-F for the Fiscal Year Ended December 31, 2022 |
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| Filed April 26, 2023 |
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| File No. 001-39703 |
Dear Mr. McNamara and Mr. Mew:
This letter sets forth the Company’s responses to the comments contained in the letter dated July 21, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 26, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection, page 168
Yatsen Holding Limited
August 3, 2023
Page 2
In connection with the required submission under paragraphs (a) and the required disclosure under (b)(3) of Item 16I, the Company respectfully submits that it relied on the Schedule 13Gs and the amendments thereto filed by the Company’s major shareholders. The Company believes such reliance is reasonable and sufficient, because such major shareholders are legally obligated to file beneficial ownership schedules with the Commission. Based on the examination of the Company’s register of members and the Schedule 13Gs and the amendments thereto, other than (1) Slumdunk Holding Limited and Yellow Bee Limited (collectively, the "Entities Affiliated with Jinfeng Huang”) and Mr. Jinfeng Huang ("Mr. Huang"), (2) HHLR Advisors, Ltd. and Hillhouse Investment Management, Ltd. (collectively, the “Hillhouse Entities”), (3) Zhen Partners Fund IV, L.P., Zhen Partners Management (MTGP) IV, L.P., Zhen Partners Management (TTGP) IV, Ltd., Zhen Advisors Ltd., Zhen International Ltd., Success Origin Limited, Rosy Glow Holdings Limited, Best Belief PTC Limited and Mr. Xu Xiaoping, (collectively, the “ZhenFund Entities”) and (4) Banyan Partners III Ltd., Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. (collectively, the “Banyan Partners Entities”), no shareholder owned more than 5% of the Company’s total outstanding ordinary shares as of February 28, 2023, assuming the shareholdings of Hillhouse Entities, ZhenFund Entities and Banyan Partners Entities had not changed since their respective Schedule 13G/A filings. Based on the review of the public filings, as of February 28, 2023:
Yatsen Holding Limited
August 3, 2023
Page 3
The foregoing publicly disclosed facts, coupled with the fact that none of the member of the Company’s board of directors was an official of the Chinese Communist Party as of the date of the 2022 Form 20-F to the Company’s knowledge (as elaborated in the Company’s response to Comment #2), support the Company’s belief that it is not owned or controlled by a governmental entity of mainland China and that the governmental entities in mainland China do not have a controlling financial interest in the Company.
In addition, as disclosed in the 2022 Form 20-F, the Company’s wholly owned WFOE, Guangzhou Yatsen Global Co., Ltd., is the primary beneficiary of the VIE. The Company has the power to direct the activities that most significantly affect the economic performance of the VIE and the obligation to absorb losses or the right to receive the economic benefits of the VIE that could be significant to the VIE. The shareholders of Huizhi Weimei (Guangzhou) Trading Co., Ltd., the VIE, are Mr. Huang and Huiyue (Guangzhou) Trading Limited Partnership, whose partners are (i) Mr. Yuwen Chen ("Mr. Chen") and Mr. Jianhua Lyu, both of whom are natural persons and (ii) Yuemei (Guangzhou) Trading Co., Ltd., a PRC company in which Mr. Huang holds 90% equity interest and the remaining 10% equity interest is held by a natural person. Therefore, the VIE is not owned or controlled by a governmental entity of mainland China, and the governmental entities in mainland China do not have a controlling financial interest in the VIE.
In connection with the required disclosure under paragraph (b)(2) of Item 16I, the Company respectfully submits that, based on its register of members as of February 28, 2023, the record holders of its ordinary shares included: (i) Deutsche Bank Trust Company Americas; (ii) Entities Affiliated with Jinfeng Huang, Hillhouse Entities, ZhenFund Entities and Banyan Partners Entities; (iii) certain trusts established for the benefit of the Company’s employees, officers and directors, which beneficially owned ordinary shares in the aggregate amount of 4.6% of the Company’s total outstanding ordinary shares as of February 28, 2023; (iv) certain institutional investors that beneficially owned ordinary shares in the aggregate
Yatsen Holding Limited
August 3, 2023
Page 4
amount of less than 1% of the Company’s total outstanding ordinary shares as of February 28, 2023; (v) Maybe Cat Holding Limited, a British Virgin Islands company wholly owned by Mr. Chen; and (vi) the Company.
Therefore, to the Company’s knowledge, no governmental entities in the Cayman Islands own shares of the Company.
Based on the foregoing, the Company believes it is reasonable and sufficient to rely on register of members and Schedule 13G filings and the amendments thereto, and respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.
Yatsen Holding Limited
August 3, 2023
Page 5
The Company respectfully submits to the Staff that, as part of the Company’s annual compliance and reporting procedures for the Form 20-F filing, the Company has required all of its directors to complete a questionnaire, which seeks confirmation regarding their status as official of the Chinese Communist Party. Each director has confirmed that he or she is not an official of the Chinese Communist Party in their respective questionnaires. By signing such questionnaire, each director has certified the accuracy of his or her responses to the questionnaire. Based on these certifications provided by its directors, the Company believes that none of the members of the board of directors of Yatsen Holding Limited is an official of the Chinese Communist Party.
In addition, the Company requires the directors of the Company’s VIE or other consolidated operating entities to provide their background information, including party affiliation or membership, during their respective onboarding process. Based on such information and to the best of the Company’s knowledge, each of the directors of the Company’s VIE or other consolidated operating entities is not an official of the Chinese Communist Party. The Company respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.
With respect to the required disclosure under paragraph (b)(2) of Item 16I, the Company confirms that it has disclosed the percentage of the shares of Yatsen Holding Limited or the shares of its consolidated operating entities owned by governmental entities in each applicable foreign jurisdictions to its knowledge in the 2022 20-F. The Company further submits that the jurisdictions in which the Company’s material consolidated foreign operating entities, including its material subsidiaries, are incorporated include Hong Kong, the British Virgin Islands, Singapore and mainland China. The Company holds 100% equity interests in such material consolidated operating entities except for Eve Lom Limited, Skintech Global Holding Limited, Yalenic Global Holding Pte. Ltd. and the VIE, Huizhi Weimei (Guangzhou) Trading Co., Ltd., as well as their respective subsidiaries. Based on public information and to the Company’s knowledge, as of the date of the 2022 20-F:
Yatsen Holding Limited
August 3, 2023
Page 6
Therefore, to the Company’s knowledge, no governmental entities in Hong Kong, the British Virgin Islands, Singapore or mainland China own shares of the Company’s material consolidated foreign operating entities.
With respect to the required submission under paragraphs (b)(3) of Item 16I, the Company respectfully submits that, based on the foregoing analysis in Comments #1 and #3, the governmental entities in mainland China do not have a controlling financial interest in the Company’s material consolidated foreign operating entities. With respect to the required submission under paragraphs (b)(5) of Item 16I, the Company confirms that the currently effective memorandum and articles of association (or equivalent organizing documents) of the Company and its material consolidated foreign operating entities do not contain any charter of the Chinese Communist Party.
The Company respectfully confirms without qualification that the articles of the Company and of its consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.
If you have any additional questions or comments regarding the 2022 Form 20-F, please contact the undersigned at +86 20 8730 7310 or the Company’s U.S. counsel, Yuting Wu of Skadden, Arps, Slate, Meagher & Flom at +86 21 6193 8255 or yuting.wu@skadden.com.
Very truly yours,
/s/ Donghao Yang
Donghao Yang
Chief Financial Officer
cc: |
| Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, |
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| Yatsen Holding Limited |
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| Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP |
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| William Lam, Partner, PricewaterhouseCoopers Zhong Tian LLP |