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United States securities and exchange commission logo
October 13, 2020
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. 1 to
Draft Registration Statement on Form F-1
Submitted September
28, 2020
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. 1 to Draft Registration Statement on Form F-1
Customer Concentration Risk, page 81
1. We note your response
to comment 18. Please tell us 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 address the impact on your analysis of the 27%
customer's status as a
related party. Please refer to Securities Act Rule 408. Alternatively,
as previously
requested, please disclose the identities of these customers.
Dian Wang
Hywin Holdings Ltd.
October 13, 2020
Page 2
Competitive Landscape, page 88
2. We note your response to comment 20. Please disclose the names of
Company Group A
and Companies B, C and D referenced in this section, as well as
Companies E and F
referenced on page 86. In this regard we note that the basis for any
statements you make
regarding your competitive position shall be disclosed. Refer to Item
4(B)(7) of Form 20-
F. In the alternative, you can discuss your competitive position
generally without
including your favorable rankings as compared to other undisclosed
companies. If you
chose to do so, please remove both your rankings and the ranking of
undisclosed
companies here and throughout the registration statement.
Jury Trial Waiver, page 160
3. We note your response to comment 25. Please clarify whether the jury
trial provision of
the deposit agreement applies to purchasers in secondary transaction.
General
4. We note your response to comment 30 and your revised disclosure. We
further note that
throughout the prospectus you often describe the industry and your
performance using
compound annual growth rate ("CAGR"). Because CAGR only represents two
discrete
snapshots in time, but does not show trends or events during the
period represented, please
balance your disclosure by also including the annual rates for the
periods represented. For
example, when you disclose the CAGR of 15.2% from 2019 to 2024, please
also disclose
the annual percentage increases or projected increases for each
period, such as 2020,
2021, 2022, 2023 and 2024, respectively.
5. We note your disclosure on page 48 that your deposit agreement
identifies federal or state
courts in the City of New York as the exclusive forum for claims arising
under the deposit
agreement. Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a court
would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
FirstName LastNameDian Wang
provision in the governing documents states this clearly, or tell us how
you will inform
Comapany NameHywin
investors in futureHoldings Ltd.
filings that the provision does not apply to any
actions arising under the
Securities Act
October 13, 2020 Page 2 or Exchange Act.
FirstName LastName
Dian Wang
FirstName LastNameDian Wang
Hywin Holdings Ltd.
Comapany
October 13,NameHywin
2020 Holdings Ltd.
October
Page 3 13, 2020 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.