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April 13, 2023

VIA EDGAR

Mr. Lory Empie

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington D.C. 20549

    Re:
    Hywin Holdings Ltd.

    Form 20-F for Fiscal Year Ended June 30,
    2022

    Filed October 12, 2022

    File No. 001-40238

Dear Mr. Empie:

This letter sets forth the
responses of Hywin Holdings Ltd. (the “Company”) to the comments the Company received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in the letter dated March 30, 2023, regarding the Company’s
annual report on Form 20-F for the fiscal year ended June 30, 2022 (the “2022 Form 20-F”).

The Staff’s comments
regarding the 2022 Form 20-F 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 2022 Form 20-F.

Form 20-F filed October 12, 2022

Introduction, page 1

 1. In future filings, please revise
                                            your definition of "China" or "PRC" to remove the exclusion of Hong Kong
                                            and Macau from this definition. Please include your proposed disclosure in your response
                                            letter.

Response:

In response to the Staff’s comment,
the Company respectfully advises the Staff that it intends to revise the disclosure on page 1 in its future Form 20-F filings as follows:

 l “China”
                                            or the “PRC” refers to the People’s Republic of China, excluding, for the
                                            purpose of this annual report only, Hong Kong special administrative region, Macau
                                            special administrative region and Taiwan;

In light of the revised definition
of “China” and the “PRC,” the Company will also revise “China” and the “PRC” to “mainland
China” in its future Form 20-F filings where necessary.

D. Risk Factors, page 7

 2. Given the Chinese government’s
                                            significant oversight and discretion over the conduct of your business, in future filings
                                            please revise to highlight separately the risk that the Chinese government may intervene
                                            or influence your operations at any time, which could result in a material change in your
                                            operations and/or the value of the securities you are registering. Also, given recent statements
                                            by the Chinese government indicating an intent to exert more oversight and control over offerings
                                            that are conducted overseas and/or foreign investment in China-based issuers, acknowledge
                                            the risk that any such action could significantly limit or completely hinder your ability
                                            to offer or continue to offer securities to investors and cause the value of such securities
                                            to significantly decline or be worthless. Please include your proposed disclosure in your
                                            response letter.

Response:

In response to the Staff’s comment,
the Company respectfully advises the Staff that it intends to add the disclosure on pages 38 and 51 in its future Form 20-F filings as
follows:

Page 38:

The filing with the CSRC
and the approval of other PRC government authorities are required in connection with our future offshore offerings under PRC law, which
could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline in value or become worthless.

On July
6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in accordance
with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision
on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant
regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. These opinions and any related
implementation rules to be enacted may subject us to additional compliance requirement in the future. As these opinions were recently
issued, official guidance to act upon and the interpretation thereof remain unclear at this time. We cannot assure that we will remain
fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all.

On February
17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies
(“the Overseas Listing Trial Measures”) and five relevant guidelines, which became effective on March 31, 2023. According
to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in
direct or indirect means, are required to fulfill a filing procedure with the CSRC and report relevant information. The Overseas Listing
Trial Measures provides that an overseas listing or offering is explicitly prohibited if: (i) such securities offering and listing is
explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering
and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance
with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the
actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining
the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering
and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no
conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling
shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas
Listing Trial Measures also provides that if the issuer meets both of the following criteria, the overseas securities offering and listing
conducted by such issuer will be deemed as an “indirect overseas offering by a PRC domestic company”: (i) 50% or more of
any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial
statements for the most recent fiscal year is contributed by domestic companies; and (ii) the issuer’s main business activities
are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management
staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland
China. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with
the CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provide that
the direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers
or other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures. The Overseas
Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary
or forced delisting of the issuer(s) who have completed overseas offerings and listings.

At a press
conference regarding the Overseas Listing Trial Measures (“Press Conference”), officials from the CSRC clarified that the
domestic companies that have already been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing
Issuers”). Existing Issuers are not required to complete the filling procedures immediately, and they shall be required to file
with the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities. According to the Overseas Listing
Trial Measures and the Press Conference, the existing domestic companies that have completed overseas offering and listing before March
31, 2023, such as us, shall not be required to perform filing procedures for the completed overseas securities issuance and listing.
However, from the effective date of the regulation, our subsequent securities offering in the same overseas market or subsequent securities
offering and listing in other overseas markets shall be subject to the filing requirements with the CSRC within three business days after
the offering is completed or after the relevant application is submitted to the relevant overseas authorities, respectively. If it is
determined that any approval, filing or other administrative procedures from other PRC governmental authorities is required for any future
offering or listing, we cannot assure you that we, our WFOE and the VIEs can obtain the required approval or accomplish the required
filings or other regulatory procedures in a timely manner, or at all. If we, our WFOE or the VIEs fail to fulfill the filing procedure
as stipulated by the Overseas Listing Trial Measures or offer and list securities in an overseas market in violation of the Trial Measures,
the CSRC may order rectification, issue warnings to us, our WFOE and the VIEs, and impose a fine of from RMB1,000,000 to RMB10,000,000.
Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine from RMB500,000
to RMB5,000,000. Controlling shareholders and actual controlling persons of us, our WFOE and the VIEs that organize or instruct such
violations shall be imposed a fine from RMB1,000,000 to RMB10,000,000.

If we fail
to obtain the relevant approval or complete the filings and other relevant regulatory procedures, we, our WFOE and the VIEs may face
adverse actions or sanctions by the CSRC or other PRC regulatory authorities. In any such event, these regulatory agencies may impose
fines and penalties on our operations in China, limit our operating activities in China, delay or restrict the repatriation of the proceeds
from offshore fund-raising activities into the PRC or take other actions, which could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline in value or become
worthless.

On December
27, 2021, the NDRC and MOFCOM jointly issued the Negative List (2021 Version), which became effective on January 1, 2022. Pursuant to
the Negative List (2021 Version), if a company in mainland China engaging in a prohibited business, as stipulated in the Negative List
(2021 Version), seeks an overseas offering and listing, it is required to obtain an approval from the competent governmental authorities.
The foreign investors of the issuer shall not be involved in the company’s operation and management, and their shareholding percentages
shall be subject, mutatis mutandis, to the relevant regulations on the domestic securities investments by foreign investors. As the Negative
List (2021 Version) is relatively new, there remain substantial uncertainties as to the interpretation and implementation of these new
requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
If we and the VIEs are required to comply with these requirements and failed to do so on a timely basis, or at all, our and the VIEs’
business operation, financial condition and business prospect may be adversely and materially affected.

Page 51:

Risks Related to Our ADSs

The PRC government’s
significant oversight and discretion over our business operations could result in a material adverse change in our operations in mainland
China and the value of our ADSs.

We conduct
our business in mainland China primarily through the VIEs of which we could direct the operational activities in mainland China through
contractual arrangements. Our operations in mainland China are governed by PRC laws and regulations. The PRC government has significant
oversight and discretion over the conduct of our business in mainland China and may intervene in or influence our operations, which could
result in a material adverse change in our operations and/or the value of our ADSs.

Also, the
PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and could cause our securities to significantly decline in value or become worthless. See “Item
3. Key Information—D. Risk Factors—Risks Related to Doing Business in Mainland China and Hong Kong—The filing with
the CSRC and the approval of other PRC government authorities are required in connection with our future offshore offerings under PRC
law, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline in value or become worthless.” Therefore, our investors face potential uncertainty
from actions taken by the PRC government, which could result in a material adverse change in our operations in China and the value of
our ADSs.

In light of the additional risk factors
above, the Company will also revise “Item 3. Key Information—D. Risk Factors—Summary of Risk Factors” in its
future Form 20-F filings accordingly.

Item 4. Information on the Company

B. Business Overview, page 90

 3. We note your disclosure that the
                                            Cayman Islands holding company controls and receives the economic benefits of the VIE’s
                                            business operations through contractual agreements between the VIE and your Wholly Foreign-Owned
                                            Enterprise (WFOE) and that those agreements are designed to provide your WFOE with the power,
                                            rights, and obligations equivalent in all material respects to those it would possess as
                                            the principal equity holder of the VIE. We also note your disclosure that the Cayman Islands
                                            holding company is the primary beneficiary of the VIE. However, neither the investors in
                                            the holding company nor the holding company itself have an equity ownership in, direct foreign
                                            investment in, or control of, through such ownership or investment, the VIE. Accordingly,
                                            in future filings, please refrain from implying that the contractual agreements are equivalent
                                            to equity ownership in the business of the VIE. Any references to control or benefits that
                                            accrue to you because of the VIE should be limited to a clear description of the