SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 March 1, 2021

By E-Mail
Fang Xue , Esq.
Gibson, Dunn & Crutcher  LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing 100025, PRC

Re: Ruhnn Holding Ltd
Schedule 13E -3
Filed on February 10, 2021
Filed by Ruhnn Holding Limited , RUNION Holding Limited , RUNION
     Mergersub Limited , Min Feng , Lei Sun , Chao Shen , Ruhnn1106
     Investment Limited , LEIYU Investment Limited , YangMing
     Investment Limited , China Himalaya Investment Limited ,
     Shanghai Yuanqiong Enterprise Management Co.,  Ltd., Shanghai
     Legend Capital Shudai E nterprise Management Consulting
     Partnership Enterprise (Limited Partnership) , Beijing Junlian
     Yitong Equity Investm ent Partnership (Limited Partnership) ,
     Shanghai Yuanze Enterprise Management Co.,  Ltd., Taobao China
     Holding Limited , Eastern Bell XIII Investment Limited , Suzhou
     Qiming Ronghe Venture Capital Investment  Partnership
     Enterprise (Limited Partnership) , Bilibili Inc. , Profitwise Limited ,
     Shanghai Hechen Enterp rise Management Center (Limited
     Partnership)  and, Shangha i Yingjun Enterprise Management
     Center (Limited Partnership)
File No. 005-91352

Dear Ms . Xue:

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 bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. 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 any a mendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Fang Xue, Esq.
Gibson, Dunn & Crutcher  LLP
March 1, 2021
Page 2

 Schedule 13E -3
1. We note that the company conducted its initial public offering in April 2019 and raised
funds at a price of $12.50 per ADS. Please revise your disclosure to describe how, if at
all, the special committee and the board determined that the current transactio n price is
fair given that the merger consideration is approximately 28% of the IPO price and that
the transaction is being conducted without shareholder approval, other than the approval
of holde rs affiliated with the company.
2. Please revise the disclosure  to describe whether the company considered , at the time of
the IPO , the costs related to being a reporting entity, which you now cite as a reason for
conducting the current transaction.

We remind you that the filing persons are responsible for the accura cy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions