February 5, 2019
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. 2 to
Draft Registration Statement on Form F-1
Submitted December 28, 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 No. 2 to Draft Registration Statement submitted December 28, 2018
Capitalization, page 57
1. We note your response to comment 1 and your revision on page 57 to
disclose that the
capitalization table's pro forma columns assume the equity restructuring
has been
completed and the subscription price has been fully collected. We remind
you that pro
forma capitalization should present the capital structure you expect to
have immediately
following the closing of this offering. Since your response and
disclosures indicate you
are unsure if or when the subscription receivable will be paid, it does
not appear factually
Min Feng
FirstName LastNameMin Feng
Ruhnn Holding Limited
Comapany NameRuhnn Holding Limited
February 5, 2019
February 5, 2019 Page 2
Page 2
FirstName LastName
supportable to assume the subscription receivable has been fully
collected at the closing of
this offering. See Rule 11-02(b)(6) of Regulation S-X. Please revise
your presentation of
pro forma capitalization to reflect the capitalization you expect at
the closing of this
offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of Revenues, page 77
2. We note your disclosure that your cost of revenues increased from
63.2% of total net
revenues in the first half of fiscal 2018 to 70.6% of total net
revenues in the first half of
fiscal 2019, primarily due to discounted sales and inventory
write-downs. We also note
your disclosure that you expect your cost of revenues will increase in
absolute amounts as
you continue your operations. Please also disclose whether you expect
your cost of
revenue as a percentage of total net revenues to increase in future
periods, and provide
additional narrative disclosure about the reasons for the increase in
discounted sales and
inventory write-downs, to the extent practicable. Please refer to Item
5 of Form 20-F.
Results of Operations
The First Half of Fiscal Year 2019 Compared to the First Half of Fiscal Year
2018
Net revenues, page 83
3. You disclose that part of the increase in product sales revenue was
attributable to the
increase in GMV from RMB39.0 million per KOL for the first half of
2018 to RMB21.8
million per KOL for the first half of 2019. Based on the operating
data disclosed on page
72, it appears your disclosure should state that GMV per KOL increased
from RMB21.8
million for the first half of 2018 to RMB39.0 million for the first
half of 2019. Please
revise your disclosure or tell us why no revision is appropriate.
Additionally, given the
30% decline in the number of KOLs serving your full-service model,
please revise your
analysis of the change in product revenue to clarify how this decline
in the number of
KOLs impacted the GMV per KOL and impacted your product sales revenue,
or if there
was no material impact explain why.
Gross Profit, page 84
4. We note your disclosure that increased inventory write-downs of
certain apparel products
in the first half of fiscal year 2019 contributed to a decline in
gross margin of product
sales. We further note your disclosure on page 81 in the Critical
Accounting Policy for
inventory that inventory write downs as a percentage of gross
inventory were 14.4% and
26.2% for the first half of fiscal years 2018 and 2019, respectively.
Please explain to us
and disclose the reasons for the significant increase in inventory
write-downs and whether
this represents a trend you expect to continue in future periods.
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
Min Feng
Ruhnn Holding Limited
February 5, 2019
Page 3
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
February 5, 2019 Page 3
cc: Chris Lin
FirstName LastName