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United States securities and exchange commission logo
February 12, 2021
Dian Wang
Chief Executive Officer
Hywin Holdings Ltd.
F3, Hywin Financial Centre
8 Yincheng Mid. Road
Pudong New District, Shanghai City
People s Republic of China
Re: Hywin Holdings Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted January
25, 2021
CIK No. 0001785680
Dear Ms. Wang:
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 on Form F-1
Capitalization, page 56
1. Please revise the
Capitalization and Dilution tables to disclose the impact of the approved
capital reduction by
the Board of Directors on August 28, 2020.
Dian Wang
FirstName LastNameDian Wang
Hywin Holdings Ltd.
Comapany12,
February NameHywin
2021 Holdings Ltd.
February
Page 2 12, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Net Revenues
Wealth Management Services
By product type, page 64
2. Please revise to provide more detailed information regarding the
revenues recognized
from each of the three types of real estate products during the
periods presented.
Customer Concentration Risk, page 86
3. Given that a significant portion of the accounts receivable balance at
June 30, 2020 is
from two customers, please address the payment status of these amounts
as of the date of
the most recent filing.
4. We note your response to comment 1. Please provide us with your legal
analysis as to
why you believe the identity of customers who accounted for 16% of
your total revenues
for the year ended June 30, 2019, as well as 27% and 20% your total
revenues for the
fiscal year 2018 is not material information. In doing so, please
specifically address the
impact on your analysis of the 27% customer's status as a related
party. Alternatively, as
previously requested, please disclose the identities of these
customers. Further, please
note that the confidentiality provisions of your customer contracts do
not impact the
materiality analysis or your disclosure obligations under the
Securities Act.
Related Party Transactions
Loans from/to Related Parties, page 148
5. Please revise to disclose that the Board of Directors, on August 28,
2020, approved a
capital reduction of RMB195,000 million, which would be used to
partially offset the
receivable balance due from Hywin Financial Holding as of June 30,
2020 and that the
remaining receivable balance due from Hywin Financial Holding was
collected as of the
date of the accountants report.
Exhibits
6. We note your reference to "customer contracts" in your response to
comment 1. Please
file these agreements as exhibits to the registration statement or
tell us why you are not
required to do so.
Dian Wang
FirstName LastNameDian Wang
Hywin Holdings Ltd.
Comapany12,
February NameHywin
2021 Holdings Ltd.
February
Page 3 12, 2021 Page 3
FirstName LastName
You may contact Marc Thomas at (202) 551-3452 or Cara Lubit at (202)
551-5909 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at (202) 551-8071
with any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Finance
cc: Meng Ding, Esq.