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Zepp Health Corporation

Huami Global Innovation Center

Building B2, Zhong’an Chuanggu Technology
Park

No. 900 Wangjiang West Road

Hefei, 230088

People’s Republic of China

November 14, 2022

VIA EDGAR

Stephen Krikorian

Morgan Youngwood

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Zepp Health Corporation (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2021

    Filed April 28, 2022

    File No. 001-38369

Ladies and Gentlemen:

This letter sets forth the
Company’s responses to the comments contained in the letter dated October 25, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2021 filed with the Commission on April 28, 2022 (the “2021 Form 20-F”). The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

Consolidated Financial Statements

Note 1. Organization and Principal Activities,
page F-9

 1. The corporate chart of the Company identifies two VIEs (see list below). Please provide a detailed
legal analysis of the status of these VIEs under section 3 of the Investment Company Act of 1940 (“Company Act”), including
with respect to the following:

 1. Include an analysis of the VIEs under sections 2(a)(9), 2(a)(24) and 2(a)(42) under the Company Act.

 2. Who is the manager and what is the governance structure of each VIE.

 3. What entity controls/owns the VIE.

 4. Whether and under what circumstances the contractual rights under the VIE could be limited or extinguished.

Zepp Health Corporation

November 14, 2022

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Entities Zepp identified as a VIE

 1. Anhui Huami Information Technology Co., Ltd

 2. Huami (Beijing) Information Technology Co., Ltd.

In response to the Staff’s comment,
the Company respectfully submits that Zepp Health Corporation (the “Company”), an exempted company with limited liability
under the Cayman Islands, is the holding company for the Company’s business of producing smart wearable devices. The operation of
the Company’s business is carried out by various subsidiaries and variable interest entities of the Company. The Company’s
two variable interest entities are Anhui Huami Information Technology Co., Ltd. (“Anhui Huami”) and Huami (Beijing)
Information Technology Co., Ltd. (“Beijing Huami” and together with Anhui Huami, the “VIEs”).

Status of the VIEs under Section
3 of the Company Act

None of the VIEs are investment
companies as defined in the Company Act because the value of the investment securities owned by each VIE does not exceed 40% of the
Company’s adjusted total assets calculated on an unconsolidated basis and in accordance with Section 3(a)(1)(C) of the Company
Act (the “40% Test”).1
In addition, each VIE is and historically has been engaged primarily, directly or indirectly, in the business of producing smart
wearable devices; and the Company (a) is not and does not hold and has not held itself out as being engaged primarily, nor does it
propose to engage primarily, in the business of investing, reinvesting or trading in securities and (b) has not and is not engaged
in, and does not propose to engage in, the business of issuing face-amount certificates of the installment type and has no such
certificate outstanding.

1
Please refer to the unconsolidated 40% Test worksheet of the Company and its wholly-owned subsidiaries, majority-owned subsidiaries
and VIEs as of December 31, 2021, which includes a calculation of the value of the investment securities owned by each VIE expressed
as a percentage of the value of its adjusted total assets, calculated in accordance with the 40% Test. The worksheet is attached to our
letter to the Staff, dated September 14, 2022, setting forth the Company’s responses to the comments contained in the letter dated
August 18, 2022 from the Staff of the Commission regarding the Company’s Form 20-F for the fiscal year ended December 31, 2021,
filed with the Commission on April 28, 2022.

Zepp Health Corporation

November 14, 2022

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3

Description of the VIEs

The VIEs are limited liability companies
organized and existing under the laws of the People’s Republic of China. The following tables set forth the beneficial owners of
the equity interests of each VIE:

Anhui Huami

    Beneficial Owners
    Percentage
    of Total Equity Interests

    Wang Huang
      99.4 %

    Yunfen Lu
      0.6 %

Beijing Huami

    Beneficial Owners
    Percentage of Total Equity Interests

    Wang Huang
      90.1 %

    Yunfen Lu
      2.1285 %

    Meihui Fan
      2.1285 %

    Bin Fan
      2.1285 %

    Yi Zhang
      2.1285 %

    Xiaojun Zhang
      1.386 %

Mr. Wang Huang is also a
shareholder, the chairman of the board of directors and chief executive officer of the Company. Ms. Yunfen Lu, Mr. Meihui Fan, Mr.
Bin Fan, Mr. Yi Zhang and Mr. Xiaojun Zhang are all shareholders of the Company and are also either directors or employees of the
Company.

Zepp Health Corporation

November 14, 2022

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Mr. Wang Huang serves as the legal representative,
executive director and manager for both Anhui Huami and Beijing Huami. In respect of the governance structure, according to the PRC Company
Law, (i) the board of shareholders is the authority of the company, the duties and powers of which, include among others, electing and
removing director; (ii) the executive director shall be accountable to the board of shareholders and shall exercise duties and powers,
including among others, electing and removing manager of the company; (iii) the legal representative of the company shall be the chairman
of the boards, the executive director or the manager.

The VIEs are controlled by Beijing Shunyuan
Kaihua Co., Ltd., a wholly-owned subsidiary of the Company (the “WFOE”), through a series of contractual agreements
(the “VIE Contractual Arrangements”). The Company is considered the primary beneficiary of the VIEs and consolidates
the VIEs and their subsidiaries as required by US GAAP.

A description of the VIE Contractual
Arrangements, including the circumstances in which the contractual rights of the VIEs can be limited or extinguished, is set forth below:

 · Shareholder Voting Proxy Agreements and Powers of Attorney. Pursuant to Shareholder Voting Proxy
Agreements, all of the shareholders of each VIE have executed a power of attorney with the WFOE and the VIE, whereby all of the shareholders
irrevocably appoint and constitute the person designated by the WFOE as their attorney-in-fact to exercise on their behalf any and all
rights that the shareholders have in respect of their equity interests in the VIE, including, but not limited to, the right to convene
and attend shareholders’ meetings, vote on any resolution that requires a shareholder vote, such as the appointment and removal
of directors, supervisors and officers, as well as the sale, transfer and disposal of all or part of the equity interests owned by such
shareholders. The powers of attorney will be indefinitely effective unless all parties decide to terminate it by written agreement.

Zepp Health Corporation

November 14, 2022

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 · Equity Pledge Agreements. Pursuant to the Equity Pledge Agreements among the VIEs, all their shareholders
and the WFOE, all shareholders of each VIE agreed to pledge 100% of their equity interests in the VIE to the WFOE to guarantee the performance
of the VIE and its shareholders with respect to their obligations under the Exclusive Option Agreement, the Shareholder Voting Proxy Agreement
and the Equity Pledge Agreement. The shareholders of the VIEs also undertake that, without the prior written consent of the WFOE, they
will not dispose of, create or allow any encumbrance on the pledged equity interests. The VIEs undertake that, without the prior written
consent of the WFOE, they will not assist or allow any encumbrance to be created on the pledged equity interests. In the event of a breach
by a VIE or any of its shareholders of contractual obligations under the Equity Pledge Agreement, the WFOE, as pledgee, will have the
right to dispose of the pledged equity interests in the VIE and will have priority in receiving the proceeds from such disposal. Each
shareholder has also executed a power of attorney to irrevocably authorize Wang Huang as his, her or its attorney-in-fact to sign any
legal documents that are required or useful in exercising the WFOE’s rights under the Equity Pledge Agreement. The Equity Pledge
Agreements will remain effective until all of the contractual obligations of the pledgors and the VIE under the VIE Contractual Arrangements
have been discharged or until the repayment in full of any direct or indirect loss, or anticipated loss suffered by the pledgee as a result
of any breach of the VIE Contractual Arrangements.

 · Loan Agreement. Pursuant to the loan agreement between the WFOE and Mr. Wang Huang, one of shareholders
of Anhui Huami, dated November 3, 2017, the WFOE made interest-free loans in an aggregate amount of RMB15 million to Mr. Wang Huang for
the exclusive purpose of acquiring equity interests in Anhui Huami. The loans can only be repaid with the proceeds derived from the sale
of all of the equity interests in Anhui Huami to the WFOE or its designated representatives pursuant to the Exclusive Option Agreements.
The term of the loan agreement is ten years from the date of the loan agreement and will be extended on a yearly basis unless otherwise
instructed by the WFOE until the loan is repaid.

Zepp Health Corporation

November 14, 2022

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 · Exclusive Consultation and Service Agreements. Pursuant to Exclusive Consultation Service Agreements,
the WFOE has the exclusive right to provide the VIEs with the consulting and technical services required by the VIEs’ businesses.
Without the WFOE’s prior written consent, the VIEs may not accept any services subject to this agreement from any third party. The
VIEs agree to pay the WFOE an annual service fee at an amount that is equal to 100% of its net income or the amount which is adjusted
in accordance with the WFOE’s sole discretion for the relevant year as well as the mutually-agreed amount for certain other technical
services, both of which should be paid within three months after the end of the relevant calendar year. The WFOE has the exclusive ownership
of all the intellectual property rights created as a result of the performance of the Exclusive Consultation and Service Agreement, to
the extent permitted by applicable PRC laws. To guarantee the VIEs’ performance of its obligations thereunder, the shareholders
have pledged their equity interests in the VIES to the WFOE pursuant to the Equity Pledge Agreement. Each Exclusive Consulting and Service
Agreement could be indefinitely effective unless a written agreement is signed by all parties to terminate it or a mandatory termination
is requested by the PRC government.

 · Exclusive Option Agreements. Pursuant to the Exclusive Option Agreements entered into by the WFOE,
the VIEs and each of their shareholders, the shareholders of the VIEs have irrevocably granted the WFOE an exclusive option to purchase
all or part of their equity interests in the VIEs, and the VIEs have irrevocably granted the WFOE an exclusive option to purchase all
or part of their respective assets. the WFOE or its designated person may exercise such options at the lowest price permitted under applicable
PRC laws. The shareholders of the VIEs undertake that, without the WFOE’s prior written consent, they will not, among other things,
(i) create any pledge or encumbrance on their equity interests in VIEs, (ii) transfer or otherwise dispose of their equity interests in
the VIEs, (iii) change the VIEs’ registered capital, (iv) amend the VIEs’ articles of association, (v) dispose of the VIEs
material assets (except in the ordinary course of business), or (vi) merge the VIEs with any other entity. In addition, the VIEs undertake
that, without the WFOE’s prior written consent, it will not, among other things, create any pledge or encumbrance on any of its
assets, or transfer or otherwise dispose of its material assets
(except in the ordinary course of business). Each Exclusive Option Agreement with respect to a VIE will remain effective until the entire
equity interests in and all the assets of the VIE have been transferred to the WFOE or its designated person.

Zepp Health Corporation

November 14, 2022

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The VIE Contractual Arrangements are
subject to the following two risks, which have been disclosed in the Company’s 2021 annual shareholder report filed on Form 20-F
on April 28, 2022 (Commission file number: 001-38369) (the “2021 Annual Report”):

 1. The VIE shareholders may breach the VIE Contractual Arrangements. The Company cannot provide assurance
that the VIE shareholders will act in the best interest of the Company should any conflict arise. If the VIE shareholders were to act
in bad faith towards the Company, then the Company may have to take legal actions to enforce the VIE Contractual Arrangements. There are
also significant uncertainties regarding the ultimate outcome of any legal action due to the limited number of precedents and lack of
official guidance as to how VIE contractual arrangements would be interpreted or enforced under the laws of the People’s Republic
of China (“PRC”) law. See “Risks Related to Our Corporate Structure—Any failure by our VIEs or their shareholders
to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business”
and ““Risks Related to Our Corporate Structure—The shareholders of our VIEs may have potential conflicts of interest
with us, which may materially and adversely affect our business and financial condition” in the 2021 Annual Report.

 2. The VIE Contractual Arrangements are subject to the risk of being considered invalid or unenforceable
by the relevant PRC authorities. There are substantial uncertainties regarding the interpretation and application of current and future
PRC foreign investment laws, regulations and rules, including whether VIE contractual arrangements will be deemed valid or enforceable
under such PRC foreign investment laws in the future. See “Risks Related to Our Corporate Structure—If the PRC government
finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations
relating to the relevant industries, or if these regulations
or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish
our interests in those operations” in the 2021 Annual Report.

Zepp Health Corporation

November 14, 2022

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Analysis of the VIEs under Sections
2(a)(9), 2(a)(24) and 2(a)(42) under the Company Act

The Company treats the VIE
Contractual Arrangements as “good assets” and not as investment securities for purposes of the 40% Test because the VIEs
are not investment companies and they are equivalent to majority-owned subsidiaries of the Company. Section 2(a)(24) defines the
majority-owned subsidiary of a person to mean a company 50% or more of whose outstanding voting securities are owned by that person
or by a company that is a majority-owned subsidiary of that person. Section 2(a)(42) of the 1940 Act defines “voting
security” to mean, in pertinent part, any security2 “presently”
entitling the owner or holder thereof to vote for the election of directors of a company. This voting control need not be held by
reason of the ownership of securities; rather it may arise under a voting agree