SecProbe.io

CORRESP
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filename1.htm

    August 17,
    2023

    Division
    of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

    Re:
    RLX
                                            Technology Inc.

                                            Form 20-F for the Year Ended December 31, 2022

    Filed
    April 21, 2023

    File No. 001-39902

    Attn:
    Office
    of Manufacturing

VIA
EDGAR

Dear
Kyle Wiley and Jennifer Thompson:

This
letter sets forth the responses of RLX Technology Inc. (the “Company”) to the comments (the “Comments”)
the Company received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
in a letter dated August 4, 2023.

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

General
Note to the Staff:

The
Company respectfully submits in this letter its responses to the Comments from the Staff regarding the Company’s annual report
on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 21, 2023 (the “2022
Annual Report”).

Form 20-F
for the Year Ended December 31, 2022

Item
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 157

1.            We
note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your required
submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied
upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide
a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection
with the required disclosures under paragraphs (b)(2) and (3).

Submission
under paragraph (a) of Item 16I

In
response to the Staff’s comment, the Company respectfully advises the Staff that it did not rely on any legal opinions or third-party
certifications, such as affidavits, as the basis for its submission under paragraph (a) of Item 16I on Exhibit 15.4 to the
2022 Annual Report (the “Exhibit 15.4”).

As
the Company has disclosed in its submission under paragraph (a) of Item 16I in Exhibit 15.4, based on an examination of the
Company’s register of members and public filings made by the Company’s shareholders, including the reports of ownership on
Schedule 13G (and, where applicable, the amendments thereto) filed with the SEC (the “Public Filings”), the Company
believes it had a reasonable basis to conclude that it is not controlled by a foreign government entity. In fact, the Company is controlled
by Ms. Ying (Kate) Wang, who beneficially owned 51.9% of the Company with aggregated voting power of 82.6%, as of March 31,
2023, which also makes the Company a “controlled company” as defined under the NYSE Listed Company Manual. The following
table sets forth certain beneficial ownership information of the Company, as previously submitted in the Exhibit 15.4:

    Beneficial
    Owner
    Beneficial

    Ownership
    Voting

    Power
    Note
    Date

    Ying
    (Kate) Wang
    51.9%
    82.6%
    Ms. Ying
    (Kate) Wang is the Company’s co-founder, chairperson of the board of directors and chief executive officer, who is a PRC citizen
    not affiliated with any foreign governmental entities.
    March 31,
    2023

    Leo
    Valley Holding Limited
    19.7%
    71.0%
    Ms. Ying
    (Kate) Wang is the sole director of Leo Valley Holding Limited. Leo Valley Holding Limited is beneficially owned and controlled by
    Lion Valley Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited,
    on behalf of and for the benefit of The Alpha Trust as the trustee. Ms. Ying (Kate) Wang is the settlor and enforcer of The
    Alpha Trust, and Ms. Wang and her family members are the trust’s beneficiaries.
    March 31,
    2023

    BJ
    BJ Limited
    12.5%
    4.5%
    BJ
    BJ Limited is our vehicle of administering share incentive awards, with Ms. Ying (Kate) Wang acts the sole director. BJ BJ Limited
    is wholly owned by Zedra Trust Company (Cayman) Limited on behalf of and for the benefit of The Nano Trust as the trustee. Ms. Ying
    (Kate) Wang is the enforcer of The Nano Trust. Under the terms of the trust, Ms. Wang has the power to direct the trustee with
    respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by BJ BJ Limited.
    March 31,
    2023

    Long
    (David) Jiang
    9.9%
    3.6%
    Mr. Long
    (David) Jiang is the Company’s co-founder and director, who is a PRC citizen not affiliated with any foreign governmental entities.
    March 31,
    2023

    Longtian
    Holding Limited
    9.1%
    3.3%
    Mr. Long
    (David) Jiang is the sole director of Longtian Holding Limited. Longtian Holding Limited is owned by Cititrust Private (Cayman) Limited
    as the trustee of The HuaDi Family Trust. Under the terms of The HuaDi Family Trust, Mr. Long (David) Jiang is the settlor of
    The HuaDi Family Trust. Mr. Long (David) Jiang and his family members are the trust’s beneficiaries.
    March 31,
    2023

    Deep
    Technology Linkage Fund L.P.
    6.8%
    2.4%
    The
    general partner of Deep Technology Linkage Fund L.P. is Llex Holdings Limited, a Cayman Islands exempted company, whose sole shareholder
    is Source Code Super Holdings Co., a Cayman Islands exempted company. Source Code Super Holdings Co. is beneficially owned by Whealth
    Holdings Limited, a British Virgin Islands company, which is wholly owned by Enlightenment Trust. Enlightenment Trust is a trust
    established under the laws of the Island of Jersey, of which Mr. Charlie Cao and his family members are the beneficiaries.
    February 14,
    2023

    Yilong
    Wen
    6.7%
    2.4%
    Mr. Yilong
    Wen is the Company’s co-founder and director, who is a PRC citizen not affiliated with any foreign governmental entities.
    March 31,
    2023

    StarryInv
    Holding Limited
    5.9%
    2.1%
    Mr. Yilong
    Wen is the sole director of StarryInv Holding Limited. StarryInv Holding Limited is owned by Cititrust Private (Cayman) Limited as
    the trustee of The UBGDX Family Trust. Under the terms of The UBGDX Family Trust, Mr. Yilong Wen is the settlor of The UBGDX
    Family Trust. Mr. Yilong Wen and his family members are the trust’s beneficiaries.
    March 31,
    2023

    2

Based
on an examination of the Company’s register of members and the public filings made by the Company’s shareholders, no other
shareholder owned more than 5% of the Company’s outstanding shares as of March 31, 2023.

In
addition, since each of the Company’s consolidated subsidiaries is directly or indirectly wholly owned by the Company, the Company
has relied upon the materials as described in the foregoing paragraphs, and did not rely upon additional documentation, to reach its
conclusion that none of these subsidiaries is owned or controlled by any foreign government entities.

Moreover,
the Company acknowledges that Item 16I(b) requires that the Company provides disclosures for itself and its consolidated foreign
operating entities, including the variable interest entity (the “VIE”). In this regard, the Company respectfully submits
that, as disclosed in the 2022 Annual Report, a series of contractual arrangements were entered into between Beijing Yueke, on the one
hand, and the VIE and its registered shareholders, on the other hand. Both Beijing Yueke and the VIE are controlled by Ms. Ying
(Kate) Wang1. Due to such contractual arrangements, the Company is considered the primary beneficiary of the VIE for accounting
purposes and consolidates the VIE’s operating results in the Company’s financial statements under U.S. GAAP to the extent
the conditions for consolidation of the VIE under U.S. GAAP are satisfied. Based on publicly available information and the Company’s
inquiries to certain relevant shareholders of the VIE, the shareholders of the VIE are individuals not affiliated with any foreign government
entities. Therefore, the Company does not consider the VIE to be owned or controlled by foreign governmental entities, or that the foreign
governmental entities have a controlling financial interest in the VIE.

1
                                            The Company disclosed the basis for the statement that Ms. Ying (Kate) Wang controls
                                            the VIE in the 2022 Annual Report: Beijing Wuxin Technology Center (Limited Partnership)
                                            and Tianjin Wuxin Technology Partnership (Limited Partnership) each holds 86.77% and 13.23%
                                            of the equity interests in the VIE, respectively. Ms. Ying (Kate) Wang and Mr. Bing Du each
                                            holds 93.635% and 6.365% of the partnership interests in Beijing Wuxin Technology Center
                                            (Limited Partnership), respectively. Ms. Ying (Kate) Wang and Mr. Bing Du each holds 1.00%
                                            and 99.00% of the partnership interests in Tianjin Wuxin Technology Partnership (Limited
                                            Partnership), respectively.

    3

Based
on the above, the Company believes it is reasonable to rely on register of members, the Public Filings, other publicly available information,
and further inquiries with certain shareholders as to their government ownership or support to form the basis for the Company to draw
the conclusion as disclosed in its submission under paragraph (a) of Item 16I in Exhibit 15.4.

Required
disclosures under paragraph (b) of Item 16I

With
respect to the disclosures required under paragraph (b)(2) and (b)(3) of Item 16I, the Company has relied on the materials
as set forth in submission under paragraph (a) of Item 16I discussed above, including register of members, the Public Filings and
inquiries with certain shareholders as to their government ownership or support, to form the basis for the Company to draw the conclusion
in its disclosure in response to paragraph (b)(2) and (b)(3) of Item 16I.

2.            In
order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members
of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance,
please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist
Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits
as the basis for your disclosure.

In
response to the Staff’s comment, the Company respectfully advises the Staff that in preparation of its required disclosure under
paragraph (b)(4) of Item 16I of Form 20-F, the Company has reviewed publicly available information and the Company’s
internal records and further conducted inquiries in writing via email to the members of the board of directors of RLX Technology Inc.
and its consolidated operating entities (each a “Director”, collectively “Directors”) to determine
whether such Director is an official of the Chinese Communist Party. The Company has taken into consideration the Directors’ current
or prior memberships on, or affiliations with, committees of the Chinese Communist Party, to the extent such information is known to
the Company, into its determination in connection with its disclosures under paragraph (b)(4) of Item 16I. The Company did not rely
upon third-party certifications such as affidavits as the basis for disclosure. After taking the foregoing steps, each of the Directors
confirmed in writing via email that she or he is not an official of the Chinese Communist Party, and nothing has come to the Company’s
attention suggesting that any Director is an official of the Chinese Communist Party or has any memberships or affiliations that could
reasonably result in such Director being considered an official of the Chinese Communist Party.

Accordingly,
the Company re-confirms that, as of the date of the 2022 Annual Report, none of the members of the Company’s board of directors
or the board of directors of the Company’s operating entities is an official of the Chinese Communist Party.

    4

3.            With
respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our
best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

The
Company respectfully submits that as of the date of the 2022 Annual Report, the then effective memorandum and articles of association
of RLX Technology Inc. and the articles of incorporation (or equivalent organizing document) of each of the Company’s consolidated
foreign operating entities did not contain any charter of the Chinese Communist Party, including the text of any such charter.

Please
kindly note that this statement is being made without “best knowledge” qualification as indicated in the Staff’s comment.

*    *    *    *

    5

If
you have further questions or comments regarding, or require further information or clarification of, any of the responses provided in
this letter or if the Commission has any questions with respect to RLX Technology Inc.’s Annual Report on Form 20-F, please
contact the undersigned or Li He (+852-2533-3306) of Davis Polk & Wardwell LLP.

    Sincerely
    yours,

    RLX
    Technology Inc.

    By:
    /s/
                                            Ying (Kate) Wang

    Name:
                                            Ying (Kate) Wang

    Title:
Co-founder, Chairperson of the Board of Directors

    cc:
    Li
                                            He

                                                                     Davis
                                            Polk & Wardwell LLP