United States securities and exchange commission logo
June 7, 2022
Jinfeng Huang
Chairman of the Board of Directors and Chief Executive Officer
Yatsen Holding Ltd
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People's Republic of China
Re: Yatsen Holding Ltd
Form 20-F for
Fiscal Year Ended December 31, 2021
Filed April 22,
2022
File No. 001-39703
Dear Mr. Huang:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F filed April 22, 2022
Our Holding Company Structure and Contractual..., page 3
1. Because you are a
Cayman Islands holding company with operations conducted by
subsidiaries and
through contractual arrangements with a VIE based in China, please
disclose that this
structure involves unique risks to investors. If true, disclose that these
contracts have not been
tested in court. Explain whether the VIE structure is used to
provide investors with
exposure to foreign investment in China-based companies where
Chinese law prohibits
direct foreign investment in the operating companies, and disclose
that investors may
never hold equity interests in the Chinese operating company. Your
disclosure should
acknowledge that Chinese regulatory authorities could disallow this
structure, which would
likely result in a material change in your operations and/or a
material change in the
value of your securities, including that it could cause the value of
Jinfeng Huang
FirstName LastNameJinfeng Huang
Yatsen Holding Ltd
Comapany
June 7, 2022NameYatsen Holding Ltd
June 7,
Page 2 2022 Page 2
FirstName LastName
your securities to significantly decline or become worthless.
2. Please revise page 3 to disclose prominently that there are legal and
operational risks
associated with having your operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your
operations and/or the value of
your securities or could significantly limit or completely hinder your
ability to offer or
continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address
how recent
statements and regulatory actions by China s government, such as
those related to the use
of variable interest entities and data security or anti-monopoly
concerns, have or may
impact the company s ability to conduct its business, accept foreign
investments, or list on
a U.S. or other foreign exchange.
3. Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. It appears that you use terms such as "we,"
"our," "our company,"
and "us" when describing activities or functions of the VIE. Please
update to remove using
such terms when referring to a VIE. For example, clarify, if true,
that the VIE is
consolidated for accounting purposes but is not an entity in which you
own equity, and
that the holding company does not conduct operations.
Permissions or Filings Required from the PRC..., page 5
4. In this section, disclose each permission or approval that you, your
subsidiaries, or the
VIEs are required to obtain from Chinese authorities to operate your
business and to offer
securities to foreign investors, and revise to remove the "material"
qualifier contained in
the third sentence under the heading. Revise to explain how you
determined that
permissions are not required by China Securities Regulatory Commission
(CSRC),
Cyberspace Administration of China (CAC) or other governmental
agencies, and state
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied. Please also
describe the
consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
The Holding Foreign Companies Accountable Act, page 5
5. Please prominently disclose that the Public Company Accounting
Oversight Board
( PCAOB ) has determined that it is unable to inspect or
investigate completely the
registered public accounting firm that you have retained because of a
position taken by an
authority in the foreign jurisdiction. In light of this determination,
provide additional
disclosure regarding how the Holding Foreign Companies Accountable Act
(HFCAA) and
Jinfeng Huang
FirstName LastNameJinfeng Huang
Yatsen Holding Ltd
Comapany
June 7, 2022NameYatsen Holding Ltd
June 7,
Page 3 2022 Page 3
FirstName LastName
related regulations has impacted or could impact your company in the
future. Also,
expand the disclosure to discuss the potential impact of the
Accelerating Holding Foreign
Companies Accountable Act ("AHFCAA"), which has been passed by the
United States
Senate, if enacted.
Item 1A. Risk Factors
Risks Relating to Our Corporate Structure, page 16
6. Revise the risk factor to clarify that if the PRC government
determines that the contractual
arrangements constituting part of the VIE structure do not comply with
PRC regulations,
or if these regulations change or are interpreted differently in the
future, the securities you
are registering may decline in value or become worthless if the
determinations, changes,
or interpretations result in your inability to assert contractual
control over the assets of
your PRC subsidiaries or the VIEs that conduct all or substantially
all of your operations.
7. We note your disclosure about the Holding Foreign Companies
Accountable Act. Please
expand your risk factors to disclose that the United States Senate has
passed the
Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to
two years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to
implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
8. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to highlight separately the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your securities. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of your securities to significantly decline or be
worthless.
Data Security, page 31
9. We note your disclosure regarding Cyberspace Administration of China
(CAC). In light of
recent events indicating greater oversight by the CAC over data
security, particularly for
companies seeking to list on a foreign exchange, please expand your
disclosure to explain
how this oversight impacts your business and your securities and to
what extent you
believe that you are compliant with the regulations or policies that
have been issued by the
CAC to date.
Holding Company Structure, page 112
Jinfeng Huang
Yatsen Holding Ltd
June 7, 2022
Page 4
10. We note that the consolidated VIE constitute a material part of your
consolidated financial
statements. Please provide in tabular form a condensed consolidating
schedule that
disaggregates the operations and depicts the financial position, cash
flows, and results of
operations as of the same dates and for the same periods for which
audited consolidated
financial statements are required. The schedule should present major
line items, such as
revenue and cost of goods/services, and subtotals and disaggregated
intercompany
amounts, such as separate line items for intercompany receivables and
investment in
subsidiary. The schedule should also disaggregate the parent company,
the VIE and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIE, and an
aggregation of other entities that are consolidated. The objective of
this disclosure is to
allow an investor to evaluate the nature of assets held by, and the
operations of, entities
apart from the VIE, as well as the nature and amounts associated with
intercompany
transactions. Any intercompany amounts should be presented on a gross
basis and when
necessary, additional disclosure about such amounts should be included
in order to make
the information presented not misleading.
11. In connection with the requested condensed consolidating schedule,
please also provide a
roll-forward of the investment in subsidiaries and VIEs line item in
the parent's financial
statements.
General
12. Please revise the definition of China and PRC so that it does not
exclude Hong Kong and
Macau.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Al Pavot at (202) 551-3738 or Terence O'Brien at (202)
551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Doris Stacey Gama at (202) 551-3188 or Joe McCann at (202) 551-6262
with any other
questions.
FirstName LastNameJinfeng Huang Sincerely,
Comapany NameYatsen Holding Ltd
Division of
Corporation Finance
June 7, 2022 Page 4 Office of Life
Sciences
FirstName LastName