December 19, 2018
Min Feng
Founder and Chairman
Ruhnn Holding Limited
4F, Building 1, Blue Collar Garment Industrial Park
7-1 North Hong Pu Road
Yu Hang District, Hangzhou 311100
People's Republic of China
Re: Ruhnn Holding Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted November 30, 2018
CIK No. 0001753268
Dear Mr. Feng:
We have reviewed your amended 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.
Amendment 1 to Draft Registration Statement on Form F-1 submitted November 30,
2018
Capitalization, page 57
1. We note your response to comment 8 and your addition of pro forma
columns to your
Capitalization table to show the effect of the Equity Restructuring as
if it had occurred as
of March 31, 2018. Please explain to us in more detail your accounting
for the
subscription receivable, including whether you intend to show it as an
asset or a reduction
of stockholders' equity, and the basis in GAAP for your treatment. Tell
us your
consideration of ASC 505-10-45-2 and SAB Topic 4E. To assist us in
understanding
Min Feng
FirstName LastNameMin Feng
Ruhnn Holding Limited
Comapany19, 2018
December NameRuhnn Holding Limited
December 19, 2018 Page 2
Page 2
FirstName LastName
whether a substantive issuance of stock occurred on October 4, 2018,
please also tell us
whether and how the rights of these shareholders differ before and
after the subscription
receivable is paid, such as whether there is any difference in the
ability to participate in
any dividends declared or whether there is any difference in the
ability to pledge or sell
those shares.
Selected Operating Data, page 71
2. We note your response to comment 9. Please revise your filing to
prominently disclose
that the references to "fans" throughout the prospectus are not
references to unique fans.
Our KOLs, page 110
3. We note your response to comment 26, and your amended disclosure that
"[o]ne of Dayi's
Taobao stores was ranked the 13th, tenth and tenth in the woman
apparel sector on Singles
Day in 2016, 2017 and 2018, respectively, and if name brands were
excluded from the list,
her store was ranked the second on Singles Day throughout 2016, 2017
and 2018." Please
revise to disclose the measure by which these rankings were
determined.
4. We note your response to comment 21 and your disclosure on page 105
regarding the
success rate of converting a KOL candidate into a signed KOL. Please
briefly describe
the factors you consider in deciding to sign a KOL candidate, and
clarify whether you
provide services to KOL candidates before they are signed.
Consolidated Financial Statements of Hangzhou Hanyi E-Commerce Co., Ltd.
Notes to the Consolidated Financial Statements
1. Organization and Principal Activities
History of the Group and Equity Restructuring, page F-11
5. We note your response to comment 31 including the revisions you made
on pages 85 and
86 of your amended draft registration statement. You appear to
indicate in Note 1 and in
your discussion of Liquidity and Capital Resources that in order to
facilitate the payment
of the subscription receivable to Ruhnn Holding, Hanyi E-Commerce will
repay certain
amounts to Hangzhou Ruhnn, Hangzhou Ruhnn will use those funds to
return its capital to
its investors, and the investors will use those same funds to pay the
subscription price of
the shares to Ruhnn Holding. You also appear to indicate that the
amount Hanyi E-
Commerce owed to Hangzhou Ruhnn was RMB354.9 million as of March 31,
2018, while
the amount the investors owe Ruhnn Holding for the subscription
receivable is RMB559.0
million. Please revise your disclosures in Note 1 and in your
discussion of Liquidity and
Capital Resources as needed to better explain to your investors how
Hanyi E-Commerce's
payment of RMB354.9 million will facilitate payment of the
subscription receivable of
RMB559.0 million. For example, if Hanyi E-Commerce's payable to
Hangzhou Ruhnn
increased to RMB559.0 million as of October 4, 2018 and Hanyi
E-Commerce will repay
RMB559.0 million, please clearly disclose this so that your investors
better understand
Min Feng
Ruhnn Holding Limited
December 19, 2018
Page 3
Hanyi E-Commerce's obligation.
12. Non-controlling Interest, page F-26
6. We note your response to comment 34. Please revise your footnote to
convey to your
investors that the acquisition effectively zero-ed out the negative
carrying amount of the
non-controlling interests in Yitong and Hanli. We believe this additional
information is
necessary to allow your readers to reconcile your statement in Note 12
that "the value of
the non-controlling interest decreased" with your Consolidated Statements
of
Shareholders' Deficit, which reflects that the value of your
non-controlling interest
account increased.
You may contact Lisa Sellars, Staff Accountant, at (202) 551-3348, or
Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Katherine Bagley,
Staff Attorney, at (202) 551-2545, or Lisa Kohl, Legal Branch Chief, at (202)
551-3252 with any
other questions.
Sincerely,
FirstName LastNameMin Feng
Division of
Corporation Finance
Comapany NameRuhnn Holding Limited
Office of Consumer
Products
December 19, 2018 Page 3
cc: Chris Lin
FirstName LastName