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CORRESP
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    November 9, 2023

    Re:

    DouYu International Holdings Ltd

    Annual Report on Form 20-F

    Filed April 25, 2023

    File No. 001-38967

Austin Pattan

Jennifer Gowetski

Chen Chen

Kathleen Collins

Office of Technology

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Austin
Pattan, Jennifer Gowetski, Chen Chen, and Kathleen Collins:

This letter sets forth the responses of DouYu International Holdings
Ltd (“DouYu” or the “Company”) to the comments (the “Comments”) the Company received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter
dated October 12, 2023.

For your convenience, we have included herein the comment in bold,
and the Company’s responses are set forth immediately below the Comment.

*             *             *             *

General Note to the Staff:

The Company
respectfully submits in this letter its proposed updates to the disclosures contained in the annual report for the year ended December 31,
2022 (the “2022 Annual Report”), which, subject to the Staff’s review and further updates and adjustments to
be made in connection with any material development of the subject matters being disclosed, will be included in the Company’s annual
report for the year ending December 31, 2023 (the “2023 Annual Report”) and future filings, to the extent applicable.

Annual Report on Form 20-F for the fiscal year ended December 31,
2022

Item 5. Operating and Financial Review and Prospectus

5.A. Operating Results, page 123

 1. In comment 3 of your July 28, 2023 response letter, you indicated that in future filings you will include a qualitative discussion
of the shift in focus to mobile apps and mobile users. The quantitative information provided in response to comment 1 regarding total
average MAU and PC average MAU appears to provide important context to such shift. Therefore, it remains unclear why you believe information
regarding the PC user base is not material to an understanding of your business and the company's current focus on mobile apps. Please
revise your Operating Results section to provide additional context to the shift in your business by providing a quantitative discussion
of the significant decline in PC average MAUs and PC retention rate for each of the fiscal years presented. In your response, provide
us with proposed disclosures that you intend to include in your next Form 20-F filing.

In response to the Staff’s comment, the Company intends to further
revise the referenced disclosure as follows in its 2023 Annual Report and future filings, subject to appropriate updates for future financial
periods. Specifically, the Company would like to provide additional disclosure to the investors with respect to the PC user base and its
historical trend, as well as the Company’s strategic shift of operational focus. Consistent with the Company’s historical
disclosure approach of its mobile MAU metrics, the Company proposes to disclose its PC MAUs metrics for the fourth quarter of each of
the fiscal years presented in its Annual Report and future filings.

The Company intends to further revise the second paragraph to be inserted
on page 124 (as undertaken in the response letter dated July 28, 2023) as follows. Page reference is made to the 2022 Annual
Report to illustrate the appropriate location of the disclosure.

Furthermore, we historically focused on the number of active
users, which encompasses the number of users who visited our platform through either PC or mobile app at least once in a given period.
As a result of the evolving user behaviors observed on game-centric livestreaming platforms with a greater emphasis on mobile devices
over PCs, our management is focusing more on mobile apps and mobile users from an operational perspective, and uses the number of active
mobile users to track the scale and engagement of our users. Due to the evolving user
behaviors towards mobile apps and our corresponding shifting
focus from an operational standpoint, the PC MAUs decreased from 2020 to 2022. Specifically,
the PC MAUs decreased from 114.8 million for the fourth quarter of 2020 to 106.6 million for the fourth quarter of 2021, and further to
36.7 million for the fourth quarter of 2022, which was mainly attributable to the decrease in our marketing activities related to PC users
acquisition towards the end of 2021 as part of our efforts in shifting our operational focus towards mobile apps. The average next month
active user retention rate for PC users remained relatively stable. Such ratio slightly decreased from 23% in 2020 to 19% in 2021, which
was mainly due to the change in our acquisition strategy of PC users since the second half of 2021, and then increased to 29% in 2022.

The Company also intends to insert the following on page ii as
follows. Page reference is made to the 2022 Annual Report to illustrate the appropriate location of the disclosure.

 · “average PC MAUs” for a given period of time is calculated by dividing
(i) the sum of active PC users for each month of such period by (ii) the number of months in such period;

 · “average next-month active PC user retention rate” for any period is
calculated by dividing (i) the sum of next-month PC user retention rate for each month of such period by (ii) the total number
of months in such period;

 · “next-month active PC user retention rate” is calculated by dividing
(i) the sum of active users who visited our platform through a PC at least once in the next month after a given month by (ii) the
sum of all mobile active users in that given month;

2. We note your response to prior comment 4. Please provide your
detailed legal analysis as to (i) why you treat “Amounts due from the VIEs pursuant to contractual arrangements” as operating
assets in your breakdown of DouYu Yule’s assets, and (ii) how you are calculating the “value” of such amounts for
purposes of Section 2(a)(41) of the Investment Company Act of 1940 (“Investment Company Act”).

 (i) In the breakdown of DouYu Yule’s assets provided in our response dated September 25, 2023 to the staff’s prior comment
4, the “Amounts due from the VIEs pursuant to contractual arrangements” item was treated as an operating asset because it
is not a cash item and, as further discussed below, is not a security for purposes of the Rule 3a-1 assets test. The “Amounts
due from the VIEs pursuant to contractual arrangements” item represents service fee receivables due to DouYu Yule under the exclusive
business operation and cooperation agreements entered into by DouYu Yule with each of Wuhan Ouyue and Wuhan Douyu (the “Business
Operation Agreements”). Under each Business Operation Agreement, DouYu Yule receives service fees for providing business support,
technical and consulting services to Wuhan Ouyue and Wuhan Douyu, including technical services, network support, business consultation,
intellectual property licensing, equipment leasing, market consultancy, system integration, product research and development and system
maintenance. These service fees are subject to adjustment at DouYu Yule’s sole discretion and are generally equal to all of the
net profit of Wuhan Douyu and Wuhan Ouyue. Thus, through such fee receivables, DouYu Yule receives all of the economic benefits derived
from operating the businesses of Wuhan Douyu and Wuhan Ouyue.

The “Amounts due from the VIEs pursuant to contractual
arrangements” are not bank deposits or other types of cash items. The “Amounts due from the VIEs pursuant to contractual arrangements”
are also not securities under SEC v. W.J. Howey and Co., 328 U.S. 293 (1946), as discussed in detail in our response to the staff's
prior comment 8.1 Furthermore, even if DouYu Yule’s contractual arrangements with respect to the VIEs were considered
securities under Howey, such contractual arrangements would be excluded from the calculation of assets constituting securities
under Rule 3a-1(a)(4) because, as discussed in greater detail in our response to the staff’s prior comment 4, each VIE
is primarily controlled by DouYu Yule and is not an investment company, and DouYu Yule engages in the business of online gaming and entertainment
livestreaming through such VIEs. For these reasons, the Company treats the "Amounts due from VIEs pursuant to contractual arrangements,"
which represent the economic benefit of the Company’s operating activities, as operating assets for purposes of its Investment Company
Act analysis.

 (ii) The value indicated for the “Amounts due from the VIEs pursuant to contractual arrangements” item provided in our September 25,
2023 response represents the amount of fee receivables due to DouYu Yule under the Business Operation Agreements.

1
In our response to the staff’s prior comment 8, we discussed each element of the Howey test, and demonstrated
that DouYu Yule’s VIE contractual arrangements did not constitute an “investment of money in a common venture” and
did not involve a reliance on “the entrepreneurial or managerial efforts of others,” which are required elements of an investment
contract or security under Howey.

3. We note in footnote 13 of your response to prior comment 4, you
state that DouYu Yule would satisfy the 40% Test under Section 3(a)(1)(C) of the Investment Company Act. Please provide your
detailed legal analysis of whether DouYu Yule would satisfy such test as of the most recent fiscal quarter end if “short-term deposits”
with maturities of one year or less are not cash items.

As of June 30, 2023, DouYu Yule did not hold any short-term deposits
with maturities of one year or less. Therefore, as of June 30, 2023, even if short-term deposits are not treated as cash items, DouYu
Yule would still satisfy the 40% Test under Section 3(a)(1)(C) in the same manner as described in footnote 13 of our response
dated September 25, 2023.2

Regarding the most recent fiscal quarter end, the Company respectfully
submits that the financial statements for the Company and its subsidiaries, including DouYu Yule, are not yet available. Therefore, at
this time, the Company is unable to provide an updated analysis of the 40% Test as applied to DouYu Yule as of September 30, 2023.
In any case, the Company can confirm that as of September 30, 2023, DouYu Yule did not hold any short-term deposits with maturities
of one year or less.

4. We note your statement in response to prior comment 4 that Wuhan
Ouyue owns 100% of the limited partnership interests in Beijing Fengye. To the extent you argue that such interests are not securities,
please provide your detailed legal analysis to support such conclusion. To the extent you concede that such interests are securities,
provide additional analysis as to how, in your view, Wuhan Ouyue is not an “investment company” given that it appears a substantial
majority of Wuhan Ouyue’s assets consist of limited partnership interests in Beijing Fengye and other investment securities.

For purposes of analyzing the Company’s status under the Investment
Company Act, the Company has conservatively assumed that Wuhan Ouyue’s limited partnership interest in Beijing Fengye (whose only
asset is a 13% equity interest in Wuhan Douyu held as nominee shareholder only, with no economic or voting rights (the “Nominee
Shareholding”)) would be treated as a security under the Rule 3a-1 assets test.3 Wuhan Ouyue owns Beijing
Fengye and the underlying Nominee Shareholding solely due to a corporate restructuring of the Company, and not for investment purposes.
Ownership of Beijing Fengye (including the underlying Nominee Shareholding) was transferred to Wuhan Ouyue for the purpose of facilitating
a corporate restructuring of Wuhan DouYu and the Company prior to its IPO. At that time, like the other nominee shareholders of Wuhan
DouYu, Beijing Fengye entered into contractual arrangements to transfer 100% of the voting rights and 100% of the economic benefits with
respect to the Nominee Shareholding to DouYu Yule. Thus, although the book value of the Nominee Shareholding (held through Beijing Fengye)
amounted to approximately 65% of Wuhan Ouyue’s total assets (exclusive of U.S. government securities and cash items) as of June 30,
2023, because it is a nominee holding with no economic benefits or voting rights, holding such Nominee Shareholding has not altered Wuhan
Ouyue’s primary business focus, and has not changed the nature of its operating activities. As such, as further discussed below
and in our response to the staff’s prior comment 4, Wuhan Ouyue is not an investment company under Section 3(b)(1) because,
under the factors outlined in Tonopah Mining Co. (26 S.E.C. 426 (1947)), Wuhan Ouyue is primarily engaged in the online interactive
gaming and entertainment livestreaming business, and not in the business of investing, reinvesting, owning, holding or trading in securities

2
As noted in such footnote 13, DouYu Yule’s contractual arrangements with respect to the VIEs are not securities under
the Howey test (for the reasons discussed in our response to the staff’s prior comment 8), and therefore are not investment
securities under Section 3(a)(2) for purposes of the 40% Test. If short-term deposits with maturities of one year or less are not treated
as cash items, the Section 3(a)(1)(C) analysis of each VIE would be modified as described in our response to the staff’s prior
comment 5. As discussed in greater detail in such prior response, and in our response to comment 4 below with respect to Wuhan Ouyue,
even if short term deposits with maturities of one year or less are not treated as cash items, each VIE is not an investment company
under Section 3(b)(1).

3
The Company notes that there may be arguments that the Nominee Shareholding and limited partnership interest in Beijing
Fengye are not securities for purposes of this analysis, given that the Nominee Shareholding does not convey any voting or economic rights
to Beijing Fengye with respect to Wuhan Douyu. However, to be conservative, the Company has treated such interests as securities for
purposes of this analysis.

Wuhan Ouyue operates the Company’s livestreaming platform in
China on which Wuhan Ouyue provides users with a diverse set of entertainment content and services, focusing on gaming and eSports content.
Wuhan Ouyue’s business activities include livestreaming eSports tournaments, organizing its own eSports tournaments, selling advertising
services and advertisement displays on its platform, and producing proprietary content, such as commentary programs before and after eSports
matches. A large component of Wuhan Ouyue’s business activities focuses on developing relationships with streamers, which are the
main source of content for the Company’s platform, through exclusive contracts with such streamers, as well as collaborations with
talent agencies, to recruit and promote streamers’ professional development. Wuhan Ouyue leverages its industry expertise and proprietary
big data analytics capabilities to establish development plans for streamers to optimize the content they produce, and to provide guidance
to streamers on trending topics to boost their popularity among users of the platform. Wuhan Ouyue also collaborates with game developers
and publishers to provide game distribution and game-related services related to its platform.

Wuhan Ouyue, along with Wuhan Douyu and DouYu Yule, are the Company’s
main operating entities that conduct the Company’s online interactive gaming and entertainment livestreaming business in China.
Due to PRC legal restrictions on foreign ownership in value-added telecommunication services and other Internet-related business, the
Company’s other subsidiaries are not eligible to provide such services in China. Therefore, to ensure compliance with PRC laws and
regulations, substantially all of the Company’s business in China is conducted through Wuhan Ouyue, Wuhan