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March 20, 2020

Mr. Joshua Shainess, Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:        Jumei
International Holding Limited

Schedule 13E-3 filed February 26, 2020

Filed by Jumei International Holding Limited

File No. 005-88610

Schedule TO-T Filed February 26, 2020

Schedule TO-C Filed February 25, 2020

Filed by Jumei Investment Holding
Limited, Super ROI Global, Holding Limited, and Leo Ou Chen

File No. 005-88610

Dear
Mr. Shainess:

On
behalf of Jumei Investment Holding Limited, Super ROI Global Holding Limited, and Leo Ou Chen (together, the “Offeror
Group”), we set forth below responses to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission contained in its letter dated March 13, 2020 with respect to the Schedule 13E-3, File No. 005-88610
(the “Schedule 13E-3”) filed on February 26, 2020 by Jumei
International Holding Limited (“Jumei,” or the “Company”) and
the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO, File No. 005-88610 (the
 “Schedule TO-T”), and Schedule TO-C, File No. 005-88610 (the “Schedule TO-C”),
filed by the Offeror Group on February 26, 2020 and February 25, 2020, respectively. For your convenience, the Staff’s comments
are repeated below in bold and italics, followed in each case by the responses of the Offeror Group.

Securities and Exchange Commission

March 20, 2020

Page
2

Please note that all references to page
numbers in the responses are references to the page numbers in Amendment No. 1 to the Offer to Purchase (“Offer to
Purchase Amendment No. 1”), filed as Exhibit (a)(1)(ix) to the Amendment No. 1 to the Schedule TO-T (“Schedule
TO-T Amendment No. 1”), concurrently with the submission of this letter in response to the Staff’s comments.
Offer to Purchase Amendment No. 1 incorporates the changes made in response to the Staff’s comments. In addition, a marked
copy of Offer to Purchase indicating changes made by Offer to Purchase Amendment No. 1 against the Offer to Purchase filed as Exhibit
(a)(1)(i) to the Schedule TO-T on February 26, 2020 (the “Offer to Purchase”), is being provided separately
to the Staff via email. Capitalized terms used but not defined herein have the meanings assigned to such terms in Offer to Purchase
Amendment No. 1.

The Offeror Group will disseminate the Schedule
TO-T Amendment No. 1, together with Offer to Purchase Amendment No. 1 and other newly filed exhibits, as soon as possible.

Schedule 13E-3

General

 1. We note that members of the Offeror Group are not named as filing persons. We also note that Mr. Leo Ou Chen is the ultimate
beneficial owner of Parent and Purchaser, and is the controlling shareholder of the Company. Please provide us with your analysis
as to why Jumei Investment Holding Limited, Super ROI Global Holding Limited, and Mr. Chen are not named as filing persons. Alternatively,
revise to include them as filers on the Schedule 13E-3 and ensure that all of the disclosure required by that Schedule is provided
as to them individually, to the extent not already included.

    In response to the Staff’s
comment, we respectfully submit that the Offeror Group understands (i) pursuant to General Instruction J under Rule 14d-100 and
General Instruction I under Rule 13e-100, the filing of a combined statement on Schedule TO and Schedule 13E-3 under the cover
of Schedule TO is permitted if the proposed tender offer is also a going private transaction; and (ii) pursuant to the Staff’s
answer to Question 117.02 under the Compliance and Disclosure Interpretations issued by the Staff on January 26, 2009 named “Going
Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3,” a joint filing is “permissible,” instead of
 “required,” where an issuer and its affiliate are engaged in a Rule 13e-3 going private transaction. Based on such
understanding, the Offeror Group filed the combined Tender Offer Statement and Rule 13e-3 Transaction Statement under cover of
Schedule TO on February 26, 2020, instead of joining in the Company’s Schedule 13E-3 filing on the same date.

Securities and Exchange Commission

March 20, 2020

Page
3

 2. We note your disclosure that between January 2 – January 10, 2020, Mr. Chen participated in discussions with his
advisors regarding acquiring all Class A Ordinary Shares not already owned by him and his affiliates. These discussions, according
to your disclosure, included a summary analysis of steps, legal requirements and an estimated timeline for a transaction. Given
that these discussions began on January 2, 2020, explain in your response letter why Mr. Chen and his affiliates did not file a
Schedule 13D amendment until his take-private proposal was submitted to Jumei on January 11, 2020.

    In response to the Staff’s
comment, we respectfully submit that prior to submitting the preliminary proposal to the Company on January 11, 2020, the discussions
between Mr. Chen and his advisors (namely, his U.S. legal counsel) were merely exploratory discussions for the purpose of providing
Mr. Chen with legal analysis and factual considerations, so that he could make an informed decision on whether and how he could
possibly acquire all Class A Ordinary Shares not already owned by him and his affiliates. Given such discussions were exploratory
and preliminary in nature, Mr. Chen believed they did not amount to a material change required to be disclosed under Rule 13d.
Mr. Chen made the decision on the acquisition on January 11, 2020 when he sent his preliminary proposal to the board of directors
of the Company on the same date. On January 13, 2020, the first business day following the delivery of his preliminary proposal,
Mr. Chen filed a Schedule 13D amendment disclosing his intent of acquisition.

 3. We note that Parent, Purchaser, and Mr. Chen filed an amended Schedule 13D but do not disclose that they became a member
of a group. Given their joint filing agreement and their status as offerors for the tender offer, please provide your analysis
as to why they are not members of a beneficial ownership group. Refer to Rule 13d-5(b). Alternatively, file an amended Schedule
13D reflecting group status.

    In response to the Staff’s
comment, we respectfully submit that the Offeror Group understands that terms of “two or more persons” who can form
a group under Rule 13d-5(b) should be reasonably interpreted to refer to “two or more independent entities,” because
only entities independent and separate from each other can “agree to act together for the purpose of acquiring, holding,
voting or disposing of equity securities of an issuer.” As a result, the term “group” under Rule 13d-5(b) serves
little purpose for members of a single corporate family where one member is the parent of, and directs all decisions and acts of,
other members, as under such circumstances, only a “direction,” instead of “agreement to act together,”
was made for the relevant actions. Based on such understanding, the Offeror Group believes that they are not a “group”
under 13d-5(b) because neither of Parent nor Purchaser is an “independent entity” separate from Mr. Chen. Instead,
both Parent and Purchaser are (i) wholly-owned subsidiaries of Mr. Chen, (ii) established for the sole purpose of holding Mr. Chen’s
equity investment, and (iii) having no corporate authority or management organization other than their sole director, Mr. Chen.
Therefore, they and Mr. Chen should be deemed as members of one single corporate family, within which equity securities of Jumei
owned by Parent through Purchaser are beneficially owned by Mr. Chen, and only Mr. Chen’s intent, instead of an agreement
among Mr. Chen, Parent and Purchaser, was executed in the proposed acquisition of all Class A Ordinary Shares of Jumei not owned
by the Offeror Group.

Securities and Exchange Commission

March 20, 2020

Page
4

Schedule TO-T – Exhibit (a)(1)(i) – Offer
to Purchase for Cash

 4. We note that tendering ADS holders whose securities are purchased in the offer will receive the offer consideration,
less the ADS cancellation fee and the ADS depositary service fee. In your response letter, provide your analysis as to how this
complies with the best-price provisions of Rule 14d-10.

    In response to the Staff’s
comment regarding the ADS cancellation fee, we respectfully submit that the Offeror Group are paying the same price, $2.0 per Class
A Ordinary Share or $20.0 per ADS, to all holders of Class A Ordinary Shares and ADSs. The $0.05 per ADS cancellation fee is charged
by the Bank of New York Mellon, the ADS depositary of the Company (“BNYM”), for the cancellation of the tendered
ADSs pursuant to the Deposit Agreement entered into among the Company, BNYM and holders of ADSs on May 15, 2014 (the “Deposit
Agreement”). Such cancellation fee, similar to brokerage commission fees charged by the securities intermediaries engaged
by ADS holders, is in nature a service fee familiar to and accepted by the holders of ADSs to be charged by a third party. In addition,
to the actual knowledge of the Offeror Group, there are currently only two record holders of Class A Ordinary Shares of the Company
in addition to BNYM, holding less than 1,000 Class A Ordinary Shares, and both such record holders paid the $0.05 per ADS cancellation
fee earlier when converting the ADSs into Class A Ordinary Shares pursuant to the Deposit Agreement. For those ADS holders not
tendering the ADSs in the Offer, a same ADS cancellation fee of $0.05 per ADS will be charged by BNYM in the following Merger.
Therefore, all current holders of Class A Ordinary Shares and ADSs, excluding BNYM, have been, or are currently, subject to the
same cancellation fee requirement under the Deposit Agreement, and either have paid, or will pay, such ADS cancellation fee at
the same fee rate. We believe that complies with the best-price provisions of Rule 14d-10.

Securities and Exchange Commission

March 20, 2020

Page
5

    In response to the Staff’s
comment on the ADS depositary service fee, we respectfully submit that BNYM has confirmed no ADS depositary service fee will be
assessed for the tendered ADSs, and the Offer to Purchase has been revised accordingly. Please refer to page 3 of Offer to Purchase
Amendment No. 1.

Purpose of and Reasons for the Offer; Plans
for Jumei After the Offer and the Merger, page 10

 5. Your disclosure of the purpose of the proposed transaction appears to have been generally applicable at any time during
the Company’s history. Therefore, please revise to state why Parent is pursuing this transaction now as opposed to at any
other time.

    In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to page 2 of Offer to Purchase Amendment No. 1.

 6. Parent states its belief that one of the anticipated benefits that would follow from Jumei being a privately held company
includes the elimination of burdens such as “preparing periodic reports under federal securities laws and the costs of maintaining
investor relations staff and resources and complying with the Sarbanes-Oxley Act of 2002.” Please quantify the estimated
annual compliance cost savings, to the extent practicable, and state that such savings will be realized on an annual, recurring
basis. Refer to Instruction 2 to Item 1013(d) of Regulation M-A.

In response to the Staff’s
comment, the disclosure was added to page 2 of Offer to Purchase Amendment No. 1.

Securities and Exchange Commission

March 20, 2020

Page
6

Position of the Offeror Group Regarding Fairness of the Offer
and Merger, page 12

 7. Expand your discussion of the factors upon which the fairness determination is based to address factors such as historical
market prices, net book value, and future prospects of the Company. Refer to Instruction 2 to Item 1014 of Regulation M-A.

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to pages 3 and 5 of Offer to Purchase Amendment No. 1.

 8. Affirmatively state whether or not the transaction has been structured so that approval of at least a majority of unaffiliated
security holders would be required. Refer to Item 1014(c).

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to page 4 of Offer to Purchase Amendment No. 1.

 9. Provide the disclosures required by subsections (d) and (e) of Item 1014.

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to pages 3 and 4 of Offer to Purchase Amendment No. 1.

 10. We note that the Offeror Group lists as a factor the fairness opinion received by the Special Committee from its financial
advisor. Note that if any filing person has based its fairness determination on the analysis of factors undertaken by others, such
person must expressly adopt such analysis as their own in order to satisfy their disclosure obligation. Refer to Question 20 of
Exchange Act Release No. 34-17719 (April 13, 1981). Accordingly, please revise to state, if true, that the Offeror Group has adopted
Holihan Lokey’s analysis as its own.

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to page 4 of Offer to Purchase Amendment No. 1.

 11. Address whether the Offeror Group considered as a factor the required termination fee to be paid by the Company to Parent
in the event the Merger Agreement is terminated.

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to page 4 of Offer to Purchase Amendment No. 1.

Securities and Exchange Commission

March 20, 2020

Page
7

Source and Amount of Funds, page 39

 12. We note reference to “other sources of immediately available funds available to Purchaser and Parent.” Disclose
the nature of these sources and quantify how much you anticipate drawing from these sources for the offer.

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to pages 2, 5 and 6 of Offer to Purchase Amendment No. 1.

 13. You disclose that Jumei and its subsidiaries hold approximately $49 million cash in RMB in bank accounts in China, which
will be exchanged into U.S. dollars “using the foreign exchange quota available to it and through other means permitted under
applicable law.” Given the various foreign exchange control restrictions under PRC law, please quantify the amount of these
funds that Purchaser anticipates will be readily available for use in connection with this offer. To the extent that there is a
risk these funds will not be available when needed due to exchange controls, please discuss where appropriate.

In response to the Staff’s
comment, the Offer to Purchase has been revised. Please refer to page 5 of Offer to Purchase Amendment No. 1.

 14. Confirm that you will file the definitive loan agreement for the debt financing commitment as an exhibit to the Schedule
TO once