Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
U.S.A.
China International Capital Corporation Hong Kong Securities Limited
29th Floor, One International Finance Centre,
1 Harbour View Street
Central, Hong Kong
As representatives of the prospective underwriters
VIA EDGAR
November 16, 2020
Office of Life Sciences
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549
| Attention: | Ms. Celeste Murphy |
Mr. Courtney Lindsay |
Mr. Gary Newberry |
Ms. Sasha Parikh |
| Re: | Yatsen Holding Ltd. (the “Company”) (CIK No. 0001819580) |
Registration Statement on Form F-1, as amended (Registration No. 333-249747)
Registration Statement on Form 8-A (Registration No. 001-39703)
Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Time on November 18, 2020, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between November 13, 2020 and the date hereof, approximately 14,110 copies of the preliminary prospectus of the Company dated November 13, 2020 were distributed to prospective underwriters, dealers, institutional investors and others.
We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||||
| As representatives of the prospective underwriters | ||||
| GOLDMAN SACHS (ASIA) L.L.C. | ||||
| By: | /s/ Wei Cai | |||
| Name: | Wei Cai | |||
| Title: | Managing Director | |||
| MORGAN STANLEY & CO. LLC | ||||
| By: | /s/ Celestina Milner | |||
| Name: | Celestina Milner | |||
| Title: | Executive Director | |||
| CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED | ||||
| By: | /s/ Jia Xu | |||
| Name: | Jia Xu | |||
| Title: | Managing Director | |||
| Head of International Group | ||||
| Co-Head of Strategic Client Team | ||||
[Underwriters’ Acceleration Request]
