United States securities and exchange commission logo
May 24, 2023
Wang Dian
Chief Executive Officer
Hywin Holdings Ltd.
F3, Hywin Financial Centre
8 Yincheng Mid. Road
Pudong New District , Shanghai 200120
People s Republic of China
Re: Hywin Holdings Ltd.
Form 20-F for
Fiscal Year Ended June 30, 2022
Filed October 12,
2022
File No. 001-40238
Dear Wang Dian:
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 October 12, 2022
Introduction, page 1
1. We note your response
to our prior comment 1 and reissue in part. We note your response
that in light of the
revised definition of "China" and the "PRC," the Company will also
revise "China" and the
"PRC" to "mainland China" in future Form 20-F filings as
necessary. In future
filings, please revise your definition of "China" or the "PRC" to
include Hong Kong and
Macau. The definition may clarify that the only time that
"China" or the "PRC"
does not include Hong Kong or Macau is when you are referencing
specific laws and
regulations adopted by the PRC. If it does, please revise your disclosure
to discuss any
commensurate laws or regulations in Hong Kong, if applicable, and any
risks and consequences
to the company associated with those regulations. Please also
disclose in the
definition section that the same legal and operational risks associated with
Wang Dian
Hywin Holdings Ltd.
May 24, 2023
Page 2
operations in China also apply to operations in Hong Kong. Please confirm
your
understanding and include your proposed language in your response letter.
Risk Factors, page 7
2. We note your response to our prior comment 2 and reissue in part. Given
the Chinese
government's significant oversight and discretion over the conduct of
your business, in
future filings, 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. Please
include your
proposed disclosure in your response letter.
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 Madeleine Joy Mateo at 202-551-3465 or Susan Block at
202-551-
3210 if you have any questions.
Sincerely,
FirstName LastNameWang Dian
Division of
Corporation Finance
Comapany NameHywin Holdings Ltd.
Office of Finance
May 24, 2023 Page 2
cc: LOK Wai
FirstName LastName