United States securities and exchange commission logo
September 9, 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
Correspondence
filed July 25, 2022
File No. 001-39703
Dear Mr. Huang:
We have reviewed your response to our comment letter 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. Unless we note otherwise, our references to prior
comments are to
comments in our June 7, 2022 letter.
Correspondence filed July 25, 2022
Item 3. Key Information, page 3
1. Please disclose in
footnote (1) on page 4 that Mr. Huang is the Registrant's CEO and
controlling
shareholder. Similarly, please disclose this fact in the "potential conflicts
of
interest" risk factor
on page 46.
2. In order to enhance the
reader's comprehension of the data provided, please add a
"WFOE" parenthetical
disclosure to the "Huizhi Weimei" box in the page 4 organizational
chart and to each
"Primary Beneficiary of VIE" column on pages 8-11.
3. We note the footnote
disclosure on page 12 addressing certain intercompany accounts on
your consolidating
statements. Please expand this disclosure to describe the nature of the
intercompany amounts
between the VIE and WFOE, including how they originated and
how the amounts are
determined. Address the Exclusive Business Cooperation Agreement
Jinfeng Huang
Yatsen Holding Ltd
September 9, 2022
Page 2
and other contractual arrangements with the VIE and describe the
extent these
arrangements result in intercompany payables and cash flows.
4. Given that the Registrant is a holding company with no operations,
please describe for us
the transactions that generated the 56,180 deferred income balance
presented on page 9. It
appears that this transaction materially impacts the 2021 operating
cash flow surplus
amount reported for Yatsen Holding Limited on page 11.
Our Holding Company Structure and Contractual..., page 3
5. We note your response to prior comment one and reissue in part.
Regarding
investor exposure to foreign investment in China-based companies,
please disclose that
Chinese law prohibits direct foreign investment in the operating
companies.
General
6. We note your response to prior comment 12 and reissue in part. Your
response explains
that your operating metrics and all disclosures about
China/PRC-specific laws and
regulations are not intended to include Hong Kong and Macau. Please
revise your future
filings, as applicable, to clarify where appropriate that the legal
and operational risks
associated with operating in China apply to your operations in Hong
Kong and, if
applicable, Macau. Discuss commensurate laws and regulations in Hong
Kong, and if
applicable Macau, and highlight any material risks or consequences to
the Company
associated with those laws and regulations.
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
September 9, 2022 Page 2 Office of Life
Sciences
FirstName LastName