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CORRESP
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CORRESP

 YUNJI INC.

15/F, South Building

 Hipark Phase
2, Xiaoshan District

 Hangzhou, Zhejiang, 310000

People’s Republic of China

September 27, 2023

 VIA EDGAR

Mr. Tyler Howes

 Ms. Jennifer Gowetski

Ms. Tatanisha Meadows

 Mr. Adam Phippen

Ms. Jennie Beysolow

 Mr. Dietrich King

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

RE:
 Yunji Inc. (the “Company”)

 
 Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022

 
 Filed on April 26, 2023

 
 File
No. 001-38877                   

Dear Mr. Howes, Ms. Gowetski, Ms. Meadows, Mr. Phippen, Ms. Beysolow and Mr. King:

This letter sets forth the Company’s response to the comments contained in the letter dated September 14, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on
April 26, 2023 (the “2022 Form 20-F”) and the Company’s response letter submitted on August 9, 2023 (the “August Response Letter”). The Staff’s comments are repeated below in bold and 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 2022 Form 20-F.

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 September 27, 2023

  Page
 2

 Correspondence filed August 9, 2023

Item 3. Key Information

 Our Holding
Company Structure and Contractual Arrangements with the VIEs, page 4

1.
 We note your response to comment 2 and reissue in part. Please revise to address how recent statements by
China’s government have or may impact the company’s ability to accept foreign investments, or list on a U.S. or other foreign exchange. In this regard, we note that your response only addressed how PRC regulatory actions may impact the
company.

 In response to the Staff’s comment, the Company respectfully proposes to revise the referenced
disclosure as follows (page references are made to the 2022 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined), subject to updates and
adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response.

Page 4:

 Our Holding Company
Structure and Contractual Arrangements with the VIEs

 …It is uncertain whether any new PRC laws or regulations
relating to VIE structures will be adopted or if adopted, what they would provide. If we or the VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or
approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. Our holding company, our PRC subsidiaries and the VIEs, and investors of our company face uncertainty about
potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole. In addition,
these agreements have not been tested in China courts. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to
Our Corporate Structure.”

 We face various legal and operational risks and uncertainties relating to
doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with recent statements and enhanced regulatory actions
by PRC government, such as those related to in recent years, the PRC government has enhanced regulation in areas including filing procedures on offerings conducted overseas by China-based issuers, enhancing supervision
over China-based companies listed overseas using VIE structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement, which may impact our ability to conduct certain businesses,
accept foreign investments, maintain our listing status on a United States stock exchange or list on a foreign stock exchange outside of mainland China. For example, these statements and enhanced regulatory actions require issuers that have been
listed in an overseas market by March 31, 2023, such as our company, to complete certain filing procedures with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings,
issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities. See “Item 3. Key Information—Permissions Required from the PRC Authorities for our Operations.”As the
statements and regulatory developments relating to these areas are relatively new and rapidly evolving, substantial uncertainties remain in relation to their interpretation and implementation. These risks could result in a material adverse
change in our operations and the value of our ADSs, affect our ability to accept foreign investments or list on another foreign stock exchange outside of mainland China, including significantly limit or completely hinder our ability to
continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. The PRC government may promulgate additional laws, rules and regulations that may impose significant obligations and
liabilities on China-based companies. These laws and regulations can be complex and stringent, and many are subject to change and uncertain interpretation, which could lead to potential claims, change to our data and other business practices,
regulatory investigations, penalties, increased operational costs, declines in user growth or engagement, or otherwise affect our business operations.

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 September 27, 2023

  Page
 3

 PRC government’s has significant authority in
regulating our operations and may influence our operations. its It may exert more oversight and control over offerings conducted overseas by, and/or foreign investment in, China-based
issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations, including data security or anti-monopoly related
regulations, in this nature may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in
China—The PRC government’s significant oversight over our business operations could result in a material adverse change in our operations and the value of our ADSs.”

Cash Flows through Our Organization, page 7

2.
 We note your response to comment 8 and your proposed revised disclosure that there is no equivalent or
similar restriction or limitation in Hong Kong. However, given the uncertainty regarding the PRC government’s ability to intervene and impose restrictions on the ability of you, your subsidiaries, and the consolidated VIEs to transfer cash,
please revise here, in your summary of risk factors and risk factors section to state that to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other
use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash.

In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows in Item 3 of
its future Form 20-F filings (with deletions shown as strike-through and additions underlined), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added
on top of the proposed disclosure in the Company’s prior response:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 September 27, 2023

  Page
 4

 Page 7:

Cash Flows through Our Organization

…

 Under PRC laws and
regulations, our PRC subsidiaries and the VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is
also subject to examination by the banks designated by State Administration of Foreign Exchange, or the SAFE. The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of
the VIEs in which we have no legal ownership, totaling RMB229.5 million, RMB451.4 million and RMB453.4 million (US$65.7 million) as of December 31, 2020, 2021 and 2022, respectively. Furthermore, cash transfers from our PRC
subsidiaries and the VIEs to entities outside of China are subject to PRC government controls on currency conversion. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiaries and the VIEs to
remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. There is no assurance the PRC government will not intervene in or impose restrictions on the
ability of Yunji Inc., our subsidiaries, and the VIEs to transfer cash. As of the date of this annual report, there is not equivalent or similar restriction or limitation in Hong Kong on cash transfers in, or out of, our Hong Kong
entities. However, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities may not be available to fund operations or
for other use outside of Hong Kong. To the extent cash in our the business is in the PRC mainland China or Hong Kong or a PRC mainland China or Hong
Kong entity, such cash the funds may not be available to fund operations or for other use outside of the PRC mainland China or Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash. imposed by the governmental authorities on currency conversion, cross-border transactions and
cross-border capital flows. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiaries and the VIEs to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy
their foreign currency denominated obligations. In view of the foregoing, to the extent cash in our business is held in China or by a PRC entity, such cash may not be available to fund operations or for other use outside of the PRC.
As of the date of this annual report, there is not equivalent or similar restriction or limitation in Hong Kong on cash transfers in, or out of, our Hong Kong entities. However, if certain restrictions or limitations in mainland China
were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities may not be available to fund operations or for other use outside of Hong Kong. For risks relating to the
fund flows of our operations in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash
and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.” and “Item 3. Key
Information—Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us
from using the proceeds to make loans to our PRC subsidiaries and the VIEs in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 September 27, 2023

  Page
 5

 …

Page 16:

 Risks Related to
Doing Business in China

 …

•

 Cash transfers from our PRC subsidiaries to entities outside of mainland China are subject to PRC government
controls on currency conversion. There is no assurance the PRC government will not intervene in or impose restrictions on the ability of Yunji Inc., our subsidiaries, and the VIEs to transfer cash. To the extent cash in the business is in
mainland China or Hong Kong or a mainland China or Hong Kong entity, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of us or our subsidiaries by the PRC government to transfer cash. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other
distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to
conduct our business.”

 Page 58:

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we
may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

 …

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 September 27, 2023

  Page
 6

 The funds in our PRC subsidiaries or the VIEs in mainland China may not be available to
fund operations or for other use outside of mainland China due to the interventions in, or the imposition of restrictions and limitations on, the ability of our holding company, our subsidiaries, or the VIEs by the PRC government on cash transfers.
Although currently there are not equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities, if certain restrictions or limitations in mainland China were to become applicable to cash
transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong. To the extent cash in the business is in mainland China or
Hong Kong or a mainland China or Hong Kong entity, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of
us or our subsidiaries by the PRC government to transfer cash.

 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 165

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