SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Donghao Yang
Chief Financial Officer
Yatsen Holding Limited
Floor 39, Poly Development Plaza
No. 832 Yue Jiang Zhong Road, Haizhu District
Guangzhou 510335
People s Republic of China

 Re: Yatsen Holding Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-39703
Dear Donghao Yang:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Yatsen Holding Limited Floor 39, Poly Development Plaza No.832 Yue Jiang Zhong Road, Haizhu District Guangzhou 510335 People’s Republic of China     July 25, 2025   VIA EDGAR   Mr. Al Pavot Ms. Tayyaba Shafique Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

 Re:

 Yatsen Holding Limited (the “Company”)

 Form 20-F for Fiscal Year Ended December 31, 2024

 Filed April 22, 2025

 File No. 001-39703

     Dear Mr. Pavot and Ms. Shafique: This letter sets forth the Company’s response to the comment contained in the letter dated July 3, 2025 from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on April 22, 2025 (the “ 2024 Form 20-F ”). The Staff’s comment is repeated below in bold and is followed by the Company’s response thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F. Form 20-F filed April 22, 2025   Note 1, page F-14 1. Your disclosure here reports a 100% beneficial ownership interest in the VIE whereas your disclosure on page 5 indicates that the VIE is 100% owned by two individuals. Please expand your disclosure on page F-14 to distinguish between your controlling interest and your actual ownership interest.

 Yatsen Holding Limited July 25, 2025 Page 2
 The Staff’s comment is duly noted. In response to the Staff’s comment, the Company respectfully proposes to include the following underlined disclosure in its future Form 20-F filings (page reference is made to the 2024 Form 20-F to illustrate the approximate location of the disclosure), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed: Page F-14

 VIE:

 Huizhi Weimei (Guangzhou) Trading Co., Ltd. (“HZ VIE”)
 PRC
 February 22, 2019
 100% (1)
 Cosmetics Sales

   (1) The Group’s Chief Executive Officer and Huiyue (Guangzhou) Trading Limited Partnership (“HYLP”) hold 75% and 25% of equity interests in HZ VIE, respectively. The general partner of HYLP is Yuemei (Guangzhou) Trading Co., Ltd., a PRC company controlled by the Group’s Chief Executive Officer. Although the Group does not directly own any equity in HZ VIE, it is the primary beneficiary of HZ VIE’s operations through a series of contractual arrangements. Therefore, the Group’s beneficial ownership in HZ VIE is 100%.   Note 8, page F-32 2. We note that your equity method investments comprise over 16% of your total assets. Please explain to us why your equity in Income from equity method investments balance on page F-7 has decreased substantially even though your disclosure on page F-33 reports increases in the revenues and income of these investees. Please also clarify for us whether you have received any dividends from these investees. For each of the equity investees referenced in footnotes (a) and (b), please describe in detail the objective evidence you considered in concluding that no impairment charges were required in 2024. The Staff’s comment is duly noted. (1) In response to the Staff’s comment, the Company respectfully submits that, while there was an increase in combined revenue and net income of all the equity method investments of the Group as disclosed on page F-33 of the 2024 Form 20-F, the “income
 2

 Yatsen Holding Limited July 25, 2025 Page 3
 from equity method investments, net” presented on the face of consolidated statements of operations decreased substantially in 2024 as compared with 2023. This is primarily because the Group’s income from equity method investments reflects an aggregated net effect of the corresponding profits and losses of each investee and the Group’s respective share of ownership percentages in each investee. In contrast, the combined net income disclosed on page F-33 of the 2024 Form 20-F represents the gross net income or loss of all equity method investments at the investees standalone entity-level, without considering the Group’s equity ownership percentages, which vary among all the investees. In particular, although the combined net income of all investees increased in 2024, loss incurred by one investee (“Investee A”), in which the Group holds a relatively higher ownership interest (i.e. 33%), increased at its standalone entity-level in 2024. As a result, the Group’s share of loss from Investee A partially offset the shared income from the other profit-making investees (The Group’s ownership percentage in the investee with the largest net income in both 2024 and 2023 is 16%), leading to a lower total net equity-accounted profit compared to 2023. In summary, in 2024, despite the increased profit (and decreased loss) in other investees, the loss recorded by Investee A (where the Group’s holding is higher) required the Group to recognize a share of loss that offsets the total equity method investment income for the year more than in prior year. (2) In response to the Staff’s comment, the Company respectfully submits that, from 2022 to 2024, the Group only received dividends of RMB57 thousand from one of these investees. The dividend payment took place in 2023. (3) In response to the Staff’s comment, the Company respectfully submits that, for the equity investees referenced in footnotes (a) and (b), our consideration in concluding that no impairment charges were required in 2024 is as follows: (a) There were five equity investees referenced in footnote (a). Out of these five equity method investments, the top two investments accounted for 94% of the ending balance of RMB577 million. The remaining three investees, including Investee A, are immaterial individually in terms of the Company’s equity method investment balance as of December 31, 2022, 2023 and 2024. Further details of these two investees (“Investee B” and “Investee C”) are set forth below: • Investee B is a manufacturing company, which is also a supplier of the Group. The plant of Investee B was newly established and commenced production in August 2023. The Company has obtained and assessed the financial statements of Investee B for the year ended December 31, 2024. Considering that: (1) Investee B was still in a start-up stage in 2024; (2) Investee B’s net loss narrowed in 2024 as compared with 2023 as a result of increased production volume and revenues; (3) Investee B’s financial performance in 2024 was on track and in line with the Company’s expectation and Investee’s budget; (4) Investee B did not
 3

 Yatsen Holding Limited July 25, 2025 Page 4
 record any intangible or long-lived asset impairment charges in both 2023 and 2024; and (5) Investee B’s 2025 budget revenue continued to increase compared with 2024, among other considerations, the Company did not identify the loss in investment value that is other than temporary for Investee B in 2024. • Investee C is an investment company which holds investments in various portfolio companies. Investee C measured its investments at fair value, and changes recorded in income statement. The Company has obtained and assessed the audited financial statements of Investee C for the year ended December 31, 2024. Considering that: (1) Investee C is continually profit making in 2023 and 2024 while the profit recorded by Investee C in 2024 is larger than 2023; (2) the majority of assets held by Investee C (i.e. investments in portfolio companies) were already measured at fair value; and (3) all the existing shareholders of Investee C injected, in proportion to their respective equity interests, an aggregate additional capital of RMB258 million to Investee C in 2024, of which RMB42 million was injected by the Company in the fourth quarter of 2024, to support Investee C’s future business development, the Company did not identify loss in investment value that is other than temporary for Investee C in 2024. (b) There were three equity investees referenced in footnote (b), which are equity investments without readily determinable fair values applying “measurement alternative method”. The largest investment represents the Group’s investment in Investee D, which accounted for approximately 75% of total balance of RMB76 million as of December 31, 2024. The remaining two investees are immaterial individually and in the aggregate. Investee D is a biotechnology company. Between the fourth quarter of 2024 and April 2025, it completed its Series B financing. Pursuant to the relevant shareholders’ agreements the Company obtained, the price per share in the Series B financing, which did not represent an observable price change, was higher than the per-share cost of the Series A+ round shares held by the Company. Based on this and other considerations, the Company did not identify any impairment indicators in 2024.
 4

 If you have any additional questions or comments regarding the 2024 Form 20-F, please contact the undersigned at +86 20 8730 7310 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740 4835 or via e-mail at haiping.li@skadden.com.

  Very truly yours,

 /s/ Donghao Yang

 Donghao Yang

 Chief Financial Officer

 cc:

 Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors,

 Yatsen Holding Limited

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Genie Chen, Partner, PricewaterhouseCoopers Zhong Tian LLP

CORRESP
 1
 filename1.htm

 CORRESP

 Yatsen Holding Limited Floor 39, Poly Development Plaza No.832 Yue Jiang Zhong Road, Haizhu District Guangzhou 510335 People’s Republic of China   July 17, 2025 VIA EDGAR Mr. Al Pavot Ms. Tayyaba Shafique Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Yatsen Holding Limited (the “Company”) Form 20-F for Fiscal Year Ended December 31, 2024 Filed April 22, 2025 File No. 001-39703

   Dear Mr. Pavot and Ms. Shafique: The Company has received the letter dated July 3, 2025 from the staff of the Securities and Exchange Commission regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “ 2024 Form 20-F ”). The Company respectfully submits to request an extension to the deadline for responding to the letter due to the additional time required to prepare a thorough response to address the comments in the letter. The Company will provide its response to the letter via EDGAR as soon as possible, in any event no later than August 1, 2025. If you have any additional questions or comments regarding the 2024 Form 20-F, please contact the undersigned at +86 20 8730 7310 or the Company’s U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740 4835 or via e-mail at haiping.li@skadden.com.

 Very truly yours,

 /s/ Donghao Yang

 Donghao Yang

 Chief Financial Officer

 cc:
 Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, Yatsen Holding Limited Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP Genie Chen, Partner, PricewaterhouseCoopers Zhong Tian LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

Donghao Yang
Chief Financial Officer
Yatsen Holding Limited
Floor 39, Poly Development Plaza
No. 832 Yue Jiang Zhong Road, Haizhu District
Guangzhou, 510335
People s Republic of China

 Re: Yatsen Holding Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-39703
Dear Donghao Yang:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F filed April 22, 2025
Note 1, page F-14

1. Your disclosure here reports a 100% beneficial ownership interest in the
VIE whereas
 your disclosure on page 5 indicates that the VIE is 100% owned by two
individuals.
 Please expand your disclosure on page F-14 to distinguish between your
controlling
 interest and your actual ownership interest.
Note 8, page F-32

2. We note that your equity method investments comprise over 16% of your
total assets.
 Please explain to us why your equity in Income from equity method
investments
 balance on page F-7 has decreased substantially even though your
disclosure on page
 F-33 reports increases in the revenues and income of these investees.
Please also
 clarify for us whether you have received any dividends from these
investees. For each
 of the equity investees referenced in footnotes (a) and (b), please
describe in detail the
 objective evidence you considered in concluding that no impairment
charges were
 July 3, 2025
Page 2

 required in 2024.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Tayyaba Shafique at 202-551-2110 or Al Pavot at
202-551-3738 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 14, 2023
Donghao Yang
Chief Financial Officer
Yatsen Holding Ltd
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People’s Republic of China
Re:Yatsen Holding Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39703
Dear Donghao Yang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu

CORRESP
1
filename1.htm

  CORRESP

  Yatsen Holding Limited

  Building No. 35, Art Port International Creation Center

  No. 2519 Xingang East Road, Haizhu District

  Guangzhou 510330

  People’s Republic of China

  August 3, 2023

  VIA EDGAR

  Mr. Jimmy McNamara

  Mr. Andrew Mew

  Division of Corporation Finance

  Disclosure Review Program

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Yatsen Holding Limited (the “Company”)

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

    Filed April 26, 2023

    File No. 001-39703

  Dear Mr. McNamara and Mr. Mew:

  This letter sets forth the Company’s responses to the comments contained in the letter dated July 21, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 26, 2023 (the “2022 Form 20-F”). The Staff’s comments 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 for the Fiscal Year Ended December 31, 2022

  Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection, page 168

  1.We note your statement that you reviewed the Company’s 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).

  Yatsen Holding Limited

  August 3, 2023

  Page 2

  In connection with the required submission under paragraphs (a) and the required disclosure under (b)(3) of Item 16I, the Company respectfully submits that it relied on the Schedule 13Gs and the amendments thereto filed by the Company’s major shareholders. The Company believes such reliance is reasonable and sufficient, because such major shareholders are legally obligated to file beneficial ownership schedules with the Commission. Based on the examination of the Company’s register of members and the Schedule 13Gs and the amendments thereto, other than (1) Slumdunk Holding Limited and Yellow Bee Limited (collectively, the "Entities Affiliated with Jinfeng Huang”) and Mr. Jinfeng Huang ("Mr. Huang"), (2) HHLR Advisors, Ltd. and Hillhouse Investment Management, Ltd. (collectively, the “Hillhouse Entities”), (3) Zhen Partners Fund IV, L.P., Zhen Partners Management (MTGP) IV, L.P., Zhen Partners Management (TTGP) IV, Ltd., Zhen Advisors Ltd., Zhen International Ltd., Success Origin Limited, Rosy Glow Holdings Limited, Best Belief PTC Limited and Mr. Xu Xiaoping, (collectively, the “ZhenFund Entities”) and (4) Banyan Partners III Ltd., Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. (collectively, the “Banyan Partners Entities”), no shareholder owned more than 5% of the Company’s total outstanding ordinary shares as of February 28, 2023, assuming the shareholdings of Hillhouse Entities, ZhenFund Entities and Banyan Partners Entities had not changed since their respective Schedule 13G/A filings. Based on the review of the public filings, as of February 28, 2023:

  •Entities Affiliated with Jinfeng Huang and Mr. Huang beneficially owned 24.9% of the Company’s total outstanding ordinary shares and 86.8% of the Company’s aggregate voting power. Slumdunk Holding Limited is wholly-owned by Mr. Huang. It owns all voting shares of Yellow Bee Limited and Mr. Huang is the sole director of Yellow Bee Limited. Based on the questionnaire completed by Mr. Huang as part of the Company’s annual compliance and reporting procedures for the Form 20-F filing, Mr. Huang’s beneficial ownership has not changed since February 14, 2022.

  •Through the funds they managed, the Hillhouse Entities beneficially owned 11.1% of the Company’s total outstanding ordinary shares and 2.0% of the Company’s aggregate voting power, assuming the shareholding of Hillhouse Entities has not changed since February 14, 2023. The Hillhouse Entities are under common control and share certain policies, personnel and resources. Each of HHLR Advisors, Ltd. and Hillhouse Investment Management, Ltd. is a private company incorporated in Cayman Islands.

  •ZhenFund Entities beneficially owned 8.3% of the Company’s total outstanding ordinary shares and 1.5% of the Company’s aggregate voting power, assuming the shareholding of ZhenFund Entities has not changed since February 14, 2023. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisor Ltd. is wholly owned by Zhen International Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust,

  Yatsen Holding Limited

  August 3, 2023

  Page 3

  holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over the Class A ordinary shares held by Zhen Partners Fund IV, L.P., Zhen Advisors Ltd. and Success Origin Limited. Each of Zhen Partners Fund IV, L.P., Zhen Advisors Ltd., Zhen Partners Management (MTGP) IV, L.P. and Zhen Partners Management (TTGP) IV, Ltd. is a private company incorporated in Cayman Islands. Each of Zhen International Ltd., Success Origin Limited and Best Belief PTC Limited is a private company incorporated in British Virgin Islands. Rosy Glow Holdings Limited is a private company incorporated in Seychelles.

  •Banyan Partners Entities beneficially owned 6.9% of the Company’s total outstanding ordinary shares and 1.2% of the Company’s aggregate voting power, assuming the shareholding of Banyan Partners Entities has not changed since February 13, 2023. Banyan Partners III Ltd. is the general partner of Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. Each of Banyan Partners III Ltd., Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. is a private company incorporated in the Cayman Islands.

  The foregoing publicly disclosed facts, coupled with the fact that none of the member of the Company’s board of directors was an official of the Chinese Communist Party as of the date of the 2022 Form 20-F to the Company’s knowledge (as elaborated in the Company’s response to Comment #2), support the Company’s belief that it is not owned or controlled by a governmental entity of mainland China and that the governmental entities in mainland China do not have a controlling financial interest in the Company.

  In addition, as disclosed in the 2022 Form 20-F, the Company’s wholly owned WFOE, Guangzhou Yatsen Global Co., Ltd., is the primary beneficiary of the VIE. The Company has the power to direct the activities that most significantly affect the economic performance of the VIE and the obligation to absorb losses or the right to receive the economic benefits of the VIE that could be significant to the VIE. The shareholders of Huizhi Weimei (Guangzhou) Trading Co., Ltd., the VIE, are Mr. Huang and Huiyue (Guangzhou) Trading Limited Partnership, whose partners are (i) Mr. Yuwen Chen ("Mr. Chen") and Mr. Jianhua Lyu, both of whom are natural persons and (ii) Yuemei (Guangzhou) Trading Co., Ltd., a PRC company in which Mr. Huang holds 90% equity interest and the remaining 10% equity interest is held by a natural person. Therefore, the VIE is not owned or controlled by a governmental entity of mainland China, and the governmental entities in mainland China do not have a controlling financial interest in the VIE.

  In connection with the required disclosure under paragraph (b)(2) of Item 16I, the Company respectfully submits that, based on its register of members as of February 28, 2023, the record holders of its ordinary shares included: (i) Deutsche Bank Trust Company Americas; (ii) Entities Affiliated with Jinfeng Huang, Hillhouse Entities, ZhenFund Entities and Banyan Partners Entities; (iii) certain trusts established for the benefit of the Company’s employees, officers and directors, which beneficially owned ordinary shares in the aggregate amount of 4.6% of the Company’s total outstanding ordinary shares as of February 28, 2023; (iv) certain institutional investors that beneficially owned ordinary shares in the aggregate

  Yatsen Holding Limited

  August 3, 2023

  Page 4

  amount of less than 1% of the Company’s total outstanding ordinary shares as of February 28, 2023; (v) Maybe Cat Holding Limited, a British Virgin Islands company wholly owned by Mr. Chen; and (vi) the Company.

  •Deutsche Bank Trust Company Americas is the depositary of the Company’s ADSs and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company to verify the background of each ADS holder due to the large number of such holders, and the Company could only rely on the Schedule 13Ds, Schedule 13Gs and the amendments thereto filed by the beneficial owners of 5% or more of the Company’s shares. Based on such public filings, none of the holders who own more than 5% of the Company’s shares is a governmental entity in the Cayman Islands.

  •In terms of the Entities Affiliated with Jinfeng Huang, Hillhouse Entities, ZhenFund Entities and Banyan Partners Entities, based on the foregoing analysis, the Company believes that none of them is owned or controlled by a governmental entity of the Cayman Islands.

  •The Company confirms that it is not aware of any governmental entity in the Cayman Islands owning shares of any of the trusts established for the benefits of the Company’s employees, officers and directors.

  •Based on the Schedule 13G/A jointly filed by Maybe Cat Holding Limited and Mr. Chen, as of February 28, 2023, Maybe Cat Holding Limited and Mr. Chen beneficially owned 3.0% of the Company’s total outstanding ordinary shares and 0.5% of the Company’s aggregate voting power, assuming the shareholdings of Maybe Cat Holding Limited and Mr. Chen have not changed since February 14, 2023.

  Therefore, to the Company’s knowledge, no governmental entities in the Cayman Islands own shares of the Company.

  Based on the foregoing, the Company believes it is reasonable and sufficient to rely on register of members and Schedule 13G filings and the amendments thereto, and respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.

  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.

  Yatsen Holding Limited

  August 3, 2023

  Page 5

  The Company respectfully submits to the Staff that, as part of the Company’s annual compliance and reporting procedures for the Form 20-F filing, the Company has required all of its directors to complete a questionnaire, which seeks confirmation regarding their status as official of the Chinese Communist Party. Each director has confirmed that he or she is not an official of the Chinese Communist Party in their respective questionnaires. By signing such questionnaire, each director has certified the accuracy of his or her responses to the questionnaire. Based on these certifications provided by its directors, the Company believes that none of the members of the board of directors of Yatsen Holding Limited is an official of the Chinese Communist Party.

  In addition, the Company requires the directors of the Company’s VIE or other consolidated operating entities to provide their background information, including party affiliation or membership, during their respective onboarding process. Based on such information and to the best of the Company’s knowledge, each of the directors of the Company’s VIE or other consolidated operating entities is not an official of the Chinese Communist Party. The Company respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.

  3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures.

  •With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. Alternatively, provide this information in your supplemental response.

  With respect to the required disclosure under paragraph (b)(2) of Item 16I, the Company confirms that it has disclosed the percentage of the shares of Yatsen Holding Limited or the shares of its consolidated operating entities owned by governmental entities in each applicable foreign jurisdictions to its knowledge in the 2022 20-F. The Company further submits that the jurisdictions in which the Company’s material consolidated foreign operating entities, including its material subsidiaries, are incorporated include Hong Kong, the British Virgin Islands, Singapore and mainland China. The Company holds 100% equity interests in such material consolidated operating entities except for Eve Lom Limited, Skintech Global Holding Limited, Yalenic Global Holding Pte. Ltd. and the VIE, Huizhi Weimei (Guangzhou) Trading Co., Ltd., as well as their respective subsidiaries. Based on public information and to the Company’s knowledge, as of the date of the 2022 20-F:

  oThe Company held 90.01% equity interest in Eve Lom Limited, which held 100% equity interest in Space Brands (HK) Limited and its operating subsidiaries, and the rest was held by Space NK Group LLC, an entity incorporated in Delaware,

  Yatsen Holding Limited

  August 3, 2023

  Page 6

  USA and controlled by Manzanita Capital UK LLP, a limited liability partnership;

  oThe Company held 90% equity interest in Skintech Global Holding Limited, which held 100% equity interest in Dskin (HK) Limited and its operating subsidiaries, and the rest was held by Wclinic Biotechnology Corporation, a subsidiary of Dr. Wu Skincare Co., Ltd. (Stock Code: 6523), a public company incorporated in Taiwan, which, based on its public filings, is not owned or controlled by a governmental entity of the British Virgin Islands;

  oThe Company held 90% equity interest in Yalenic Global Holding Pte. Ltd., which held 100% equity interest in Galenic (Shanghai) Trading Co., Ltd. and its operating subsidiaries, and the rest was held by Pierre Fabre Dermo-Cosmetique SAS, an entity incorporated in France and controlled by Foundation Pierre Fabre, which is a public-interest foundation.

  oAs discussed in the response to Comment #1 abo

United States securities and exchange commission logo
July 21, 2023
Donghao Yang
Chief Financial Officer
Yatsen Holding Ltd
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People’s Republic of China
Re:Yatsen Holding Ltd
Form 20-F for the Year Ended December 31, 2022
Filed April 26, 2023
File No. 001-39703
Dear Donghao Yang:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection, page 168
1.We note your statement that you reviewed the Company’s 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).
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

 FirstName LastNameDonghao Yang
 Comapany NameYatsen Holding Ltd
 July 21, 2023 Page 2
 FirstName LastName
Donghao Yang
Yatsen Holding Ltd
July 21, 2023
Page 2
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.
3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities.  Alternatively, provide
this information in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the information required by (b)(3)
and (b)(5) for you and all of your consolidated foreign operating entities in your
supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our 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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 or Andrew Mew at 202-551-3377
with any questions.

Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu

United States securities and exchange commission logo
October 14, 2022
Jinfeng Huang
Chairman of the Board of Directors and Chief Executive Officer
Yatsen Holding Ltd
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People's Republic of China
Re:Yatsen Holding Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 22, 2022
File No. 001-39703
Dear Jinfeng Huang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

ysg-corresp.htm

Yatsen Holding Limited

Building No. 35, Art Port International Creation Center

No. 2519 Xingang East Road, Haizhu District

Guangzhou 510330

People’s Republic of China

September 30, 2022

VIA EDGAR

Mr. Joe McCann

Ms. Doris Stacey Gama

Mr. Terence O'Brien

Mr. Al Pavot

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Yatsen Holding Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2021

Filed April 22, 2022

File No. 001-39703

Dear Mr. McCann, Ms. Gama, Mr. O’Brien and Mr. Pavot:

This letter sets forth the Company’s responses to the comments contained in the letter dated September 9, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 22, 2022 (the “2021 Form 20-F”). The Staff’s comments 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 2021 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2021
Correspondence filed July 25, 2022

Item 3. Key Information, page 3

1.

Please disclose in footnote (1) on page 4 that Mr. Huang is the Registrant's CEO and controlling shareholder. Similarly, please disclose this fact in the "potential conflicts of interest" risk factor on page 46.

Yatsen Holding Limited

September 30, 2022

Page 2

In response to the Staff’s comment, the Company respectfully proposes to include the following underlined disclosure in a footnote to the illustrative diagram of the Company’s organizational chart in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“(1) Mr. Jinfeng Huang, our chief executive officer and controlling shareholder, holds 75.0% of equity interests in Huizhi Weimei. The remaining 25.0% of the equity interests in Huizhi Weimei are held by Huiyue (Guangzhou) Trading Limited Partnership, a limited partnership organized under the laws of the PRC whose general partner is Yuemei (Guangzhou) Trading Co., Ltd., a PRC company controlled by Mr. Jinfeng Huang.”

The Company also respectfully proposes to revise the referenced risk factor and include the following underlined disclosure in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

 “The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business.

The shareholders of the VIE, including Mr. Jinfeng Huang, our chief executive officer and controlling shareholder, may have actual or potential conflicts of interest with us. These shareholders may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material and adverse effect on our ability to effectively control the VIE and receive economic benefits from it. For example, the shareholders may be able to cause our agreements with the VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.

[Omitted.]”

2.

In order to enhance the reader's comprehension of the data provided, please add a "WFOE" parenthetical disclosure to the "Huizhi Weimei" box in the page 4 organizational chart and to each "Primary Beneficiary of VIE" column on pages 8-11.

The Staff’s comment is duly noted. In response to the Staff’s comment, the Company respectfully undertakes to include a “WFOE” parenthetical disclosure to the “Guangzhou Yatsen Global Co., Ltd.” box and a “VIE” parenthetical disclosure to the “Huizhi Weimei” box in the illustrative diagram of the Company’s organizational chart in its future Form 20-F filings. In addition, the Company respectfully undertakes to include a “WFOE and its subsidiaries” parenthetical disclosure to each “Primary Beneficiary of VIE” column in the “Financial Information Related to the VIE” section in its future Form 20-F filings.

3.

We note the footnote disclosure on page 12 addressing certain intercompany accounts on your consolidating statements. Please expand this disclosure to describe the nature

Yatsen Holding Limited

September 30, 2022

Page 3

of the intercompany amounts between the VIE and WFOE, including how they originated and how the amounts are determined. Address the Exclusive Business Cooperation Agreement and other contractual arrangements with the VIE and describe the extent these arrangements result in intercompany payables and cash flows.

In response to the Staff’s comment, the Company respectfully proposes to include the following underlined disclosure in Item 3. Key Information in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“* The payment by Primary Beneficiary of VIE (WFOE and its subsidiaries) on behalf of Group companies was reclassified on consolidation level in accordance with nature.

** As of December 31, 2020 and 2021, amounts due to non-VIE subsidiaries included nil and RMB93.0 million for net debt financing from Group companies to the consolidated VIE not yet returned.

*** Pursuant to the Exclusive Business Cooperation Agreement entered into in July 2019 between the Primary Beneficiary of VIE (WFOE and its subsidiaries) and the VIE, the VIE engages the Primary Beneficiary of VIE (WFOE and its subsidiaries) as the exclusive service provider of technical support, consulting services and other services to the VIE. In return, the VIE agrees to pay the Primary Beneficiary of VIE (WFOE and its subsidiaries) a service fee in an amount based on one of the below methods determined by the Primary Beneficiary of VIE (WFOE and its subsidiaries): a certain percentage of revenue of the VIE, a fixed licensing fee for the use of certain software, and/or other payment methods determined by the Primary Beneficiary of VIE (WFOE and its subsidiaries) from time to time according to the nature of services provided. The Primary Beneficiary of VIE (WFOE and its subsidiaries) may adjust the amount of service fee based on factors such as the complexity, time spent and the commercial value of the services.

For the years ended December 31, 2019, 2020 and 2021, the Primary Beneficiary of VIE (WFOE and its subsidiaries) decided not to charge any service fee from the VIE in relation to the Exclusive Business Cooperation Agreement, and no service fees were paid by the VIE to the Primary Beneficiary of VIE (WFOE and its subsidiaries) during the respective periods.

Besides the Exclusive Business Cooperation Agreement, all intercompany transactions between (i) Primary Beneficiary of VIE (WFOE and its subsidiaries) and (ii) VIE and VIE’s subsidiaries, which are set forth in the footnotes below, were conducted in accordance with the relevant agreements for the years ended December 31, 2019, 2020 and 2021. The relevant intercompany payables and cash flows resulting from such contractual arrangements are also set forth in the footnotes below.

(1)Represents the elimination of the intercompany transaction at the consolidation level.

Yatsen Holding Limited

September 30, 2022

Page 4

The intercompany transaction being eliminated mainly represents goods and services purchased by VIE and VIE’s subsidiaries from Primary Beneficiary of VIE (WFOE and its subsidiaries), the details of which are set forth below:

For the Year Ended December 31,

Basis for determination of the transaction pricing

2019

2020

2021

RMB (in thousand)

(a)

Cosmetic Products

123,609

274,967

208,203

Cost plus method

(b)

Logistics and promotion services

20,193

32,951

34,219

Referencing to market price

Total

143,802

307,918

242,422

(2)Represents the elimination of intercompany balances among Yatsen Holding Limited, other subsidiaries, primary beneficiary of VIE (WFOE and its subsidiaries), and VIE and VIE’s subsidiaries, which related to advances borrowed, payable for product and services in the normal course of business.

As of December 31, 2020 and 2021, the intercompany balances between (i) Primary Beneficiary of VIE (WFOE and its subsidiaries) and (ii) VIE and VIE’s subsidiaries mainly represent: (a) VIE and VIE’s subsidiaries’ payables due to Primary Beneficiary of VIE (WFOE and its subsidiaries) arising from purchases of products and services in the amount of RMB49,839 thousand and RMB84,301 thousand, respectively; and (b) VIE and VIE’s subsidiaries’ payables due to Primary Beneficiary of VIE (WFOE and its subsidiaries) arising from advances borrowed amounting to nil and RMB93,000 thousand, respectively.

(3)Represents the elimination of the investment among Yatsen Holding Limited, other subsidiaries, primary beneficiary of VIE (WFOE and its subsidiaries), and VIE and VIE’s subsidiaries.

(4)For the years ended December 31, 2019, 2020 and 2021, cash paid by the VIE to Primary Beneficiary of VIE (WFOE and its subsidiaries) were RMB190,373 thousand,

Yatsen Holding Limited

September 30, 2022

Page 5

RMB313,678 thousand and RMB236,389 thousand, respectively, which represented purchase of inventories, logistics services and promotion services., the details of which are set forth below:”

For the Year Ended December 31,

2019

2020

2021

RMB (in thousand)

(a)

Cosmetic Products

190,373

262,078

201,199

(b)

Logistics and promotions services

-

51,600

35,190

Total

190,373

313,678

236,389

4.

Given that the Registrant is a holding company with no operations, please describe for us the transactions that generated the 56,180 deferred income balance presented on page 9. It appears that this transaction materially impacts the 2021 operating cash flow surplus amount reported for Yatsen Holding Limited on page 11.

The Company respectfully advises the Staff that the RMB56,180 thousand deferred income balance presented on page 9 is related to payment received from Deutsche Bank Trust Company Americas (the “Depositary”) as described below.

In November 2020, the Company signed a Letter Agreement (the “Agreement”) with the Depositary, the Company’s depositary bank for its ADSs. According to the Agreement, the Company is entitled to receive a payment from the Depositary, which is calculated based on the number of American Depositary Receipts issued in the Company’s IPO backed by newly-issued primary shares of the Company. The payment has a 5-year assessment period, and the Company is subject to certain "claw-back” arrangements if any of the applicable criteria set forth in the Agreement is not met. The amount subject to the return obligation will be reduced by twenty percent (20%) beginning on the second anniversary of the commencement date of the Agreement, and each of the three successive anniversaries thereafter.

In January 2021, the Company received a payment from the Depositary in an amount of US$11,067 thousand and recorded it as operating cash inflow. The Company recognized US$2,251 thousand, being 20% of US$11,067 thousand, in the consolidated statement of operations for the fiscal year ended December 31, 2021. The remaining balance of US$8,816

Yatsen Holding Limited

September 30, 2022

Page 6

thousand (equivalent to RMB56,180 thousand) was recorded as deferred income as of December 31, 2021.

Our Holding Company Structure and Contractual..., page 3

5.

We note your response to prior comment one and reissue in part. Regarding investor exposure to foreign investment in China-based companies, please disclose that Chinese law prohibits direct foreign investment in the operating companies.

In response to the Staff’s comment, the Company respectfully proposes to include the following underlined disclosure in Item 3. Key Information in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. In the same paragraph, the Company has disclosed that PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services, internet audio-video program services and certain other businesses.

“Our Holding Company Structure and Contractual Arrangements with the VIE

Yatsen Holding Limited is not an operating company in China but a Cayman Islands holding company with no equity ownership in the VIE. Our Cayman Islands holding company does not conduct business operations directly. We conduct our operations in China through (i) our PRC subsidiaries and (ii) the VIE with which we have maintained contractual arrangements. PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services, internet audio-video program services and certain other businesses. Accordingly, we operate these businesses in China through the VIE and its subsidiaries, and rely on contractual arrangements among one of our PRC subsidiaries, the VIE and its nominee shareholders to control the business operations of the VIE, although our wholly foreign-owned subsidiaries still generate a significant majority of our revenues and hold a significant majority of our operational assets. The VIE structure provides contractual exposure to foreign investment in the China-based operating companies where PRC laws and regulations impose certain restrictions or prohibitions on direct foreign investment in the operating companies. [Omitted.]The VIE structure involves unique risks to investors, and holders of our ADSs may never directly hold equity interests in the Chinese operating company. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.””

General

6.

We note your response to prior comment 12 and reissue in part. Your response explains that your operating metrics and all disclosures about China/PRC-specific laws and regulations are not intended to include Hong Kong and Macau. Please revise your future filings, as applicable, to clarify where appropriate that the legal and operational risks associated with operating in China apply to your operations in Hong Kong and, if applicable, Macau. Discuss commensurate laws and regulations in Hong Kong, and

Yatsen Holding Limited

September 30, 2022

Page 7

if applicable Macau, and highlight any material risks or consequences to the Company associated with those laws and regulations.

The Staff’s comment is duly noted. The Company respectfully advises the Staff that its operations in Hong Kong is limited to certain import and export business that are not material to the Company as a whole, and that it does not have any operations in Macau.

The Company respectfully proposes to include the following underlined disclosure in Item 4. Information on the Company in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“Regulations

Most of our business is located in mainland China, and laws and regulations in mainland China are most relevant to our business. We also conduct limited import and export business in Hong Kong that are not material to the Company as a whole. This section sets forth a summary of the most significant rules and regulations that affect our business activities in mainland China and Hong Kon

CORRESP
1
filename1.htm

ysg-corresp.htm

Yatsen Holding Limited

Building No. 35, Art Port International Creation Center

No. 2519 Xingang East Road, Haizhu District

Guangzhou 510330

People’s Republic of China

September 19, 2022

VIA EDGAR

Mr. Joe McCann

Ms. Doris Stacey Gama

Mr. Terence O'Brien

Mr. Al Pavot

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Yatsen Holding Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2021

Filed April 22, 2022

File No. 001-39703

Dear Mr. McCann, Ms. Gama, Mr. O’Brien and Mr. Pavot:

The Company has received the letter dated September 9, 2022 from the staff of the Securities and Exchange Commission regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 Form 20-F”). The Company respectfully submits to request an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare a thorough response. The Company will provide its response to the letter via EDGAR as soon as possible, in any event no later than September 30, 2022.

If you have any additional questions or comments regarding the 2021 Form 20-F, please contact the undersigned at +86 20 3837-3543 or the Company’s U.S. counsel, Yuting Wu of Skadden, Arps, Slate, Meagher & Flom at +86 21 6193 8255 or yuting.wu@skadden.com.

Very truly yours,

/s/ Donghao Yang
Donghao Yang

Chief Financial Officer

cc:

Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, Yatsen Holding Limited

Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

William Lam, Partner, PricewaterhouseCoopers Zhong Tian LLP

United States securities and exchange commission logo
September 9, 2022
Jinfeng Huang
Chairman of the Board of Directors and Chief Executive Officer
Yatsen Holding Ltd
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People's Republic of China
Re:Yatsen Holding Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Correspondence filed July 25, 2022
File No. 001-39703
Dear Mr. Huang:
            We have reviewed your response to our comment letter and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure. Please respond to these comments within ten business
days by providing the requested information or advise us as soon as possible when you will
respond.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response. After reviewing your response to these comments, we may have
additional comments.  Unless we note otherwise, our references to prior comments are to
comments in our June 7, 2022 letter.
Correspondence filed July 25, 2022
Item 3. Key Information, page 3
1.Please disclose in footnote (1) on page 4 that Mr. Huang is the Registrant's CEO and
controlling shareholder. Similarly, please disclose this fact in the "potential conflicts of
interest" risk factor on page 46.
2.In order to enhance the reader's comprehension of the data provided, please add a
"WFOE" parenthetical disclosure to the "Huizhi Weimei" box in the page 4 organizational
chart and to each "Primary Beneficiary of VIE" column on pages 8-11.
3.We note the footnote disclosure on page 12 addressing certain intercompany accounts on
your consolidating statements. Please expand this disclosure to describe the nature of the
intercompany amounts between the VIE and WFOE, including how they originated and
how the amounts are determined. Address the Exclusive Business Cooperation Agreement

 FirstName LastNameJinfeng Huang
 Comapany NameYatsen Holding Ltd
 September 9, 2022 Page 2
 FirstName LastName
Jinfeng Huang
Yatsen Holding Ltd
September 9, 2022
Page 2
and other contractual arrangements with the VIE and describe the extent these
arrangements result in intercompany payables and cash flows.
4.Given that the Registrant is a holding company with no operations, please describe for us
the transactions that generated the 56,180 deferred income balance presented on page 9. It
appears that this transaction materially impacts the 2021 operating cash flow surplus
amount reported for Yatsen Holding Limited on page 11.
Our Holding Company Structure and Contractual..., page 3
5.We note your response to prior comment one and reissue in part. Regarding
investor exposure to foreign investment in China-based companies, please disclose that
Chinese law prohibits direct foreign investment in the operating companies.
General
6.We note your response to prior comment 12 and reissue in part. Your response explains
that your operating metrics and all disclosures about China/PRC-specific laws and
regulations are not intended to include Hong Kong and Macau. Please revise your future
filings, as applicable, to clarify where appropriate that the legal and operational risks
associated with operating in China apply to your operations in Hong Kong and, if
applicable, Macau.  Discuss commensurate laws and regulations in Hong Kong, and if
applicable Macau, and highlight any material risks or consequences to the Company
associated with those laws and regulations.
            You may contact Al Pavot at 202.551.3738 or Terence O'Brien at 202.551.3355 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Doris Stacey Gama at 202.551.3188 or Joe McCann at 202.551.6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

ysg-corresp.htm

Yatsen Holding Limited

Building No. 35, Art Port International Creation Center

No. 2519 Xingang East Road, Haizhu District

Guangzhou 510330

People’s Republic of China

July 25, 2022

VIA EDGAR

Mr. Joe McCann

Ms. Doris Stacey Gama

Mr. Terence O'Brien

Mr. Al Pavot

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Yatsen Holding Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2021

Filed April 22, 2022

File No. 001-39703

Dear Mr. McCann, Ms. Gama, Mr. O’Brien and Mr. Pavot:

This letter sets forth the Company’s responses to the comments contained in the letter dated June 7, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 22, 2022 (the “2021 Form 20-F”). The Staff’s comments 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 2021 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2021

Our Holding Company Structure and Contractual..., page 3

1.

Because you are a Cayman Islands holding company with operations conducted by subsidiaries and through contractual arrangements with a VIE based in China, please disclose that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court. Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based companies where

Yatsen Holding Limited

July 25, 2022

Page 2

Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of your securities, including that it could cause the value of your securities to significantly decline or become worthless.

In response to the Staff’s comment, the Company respectfully proposes to include the following underlined disclosure in Item 3. Key Information in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“Our Holding Company Structure and Contractual Arrangements with the VIE

Yatsen Holding Limited is not an operating company in China but a Cayman Islands holding company with no equity ownership in the VIE. Our Cayman Islands holding company does not conduct business operations directly. We conduct our operations in China through (i) our PRC subsidiaries and (ii) the VIE with which we have maintained contractual arrangements. PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services, internet audio-video program services and certain other businesses. Accordingly, we operate these businesses in China through the VIE and its subsidiaries, and rely on contractual arrangements among one of our PRC subsidiaries, the VIE and its nominee shareholders to control the business operations of the VIE, although our wholly foreign-owned subsidiaries still generate a significant majority of our revenues and hold a significant majority of our operational assets. The VIE structure provides contractual exposure to foreign investment in the companies which involve foreign investment restrictions. Main assets held by the VIE and its subsidiaries include the majority of the social platforms and content offering platforms we operate such as Weixin public accounts and mini-programs, which are registered and held by the VIE and its subsidiaries, and the ICP License and the Permit to Produce and Distribute Radio and Television Programs, which are critical to the online operation of our business. Revenues contributed by the VIE and its subsidiaries accounted for 8.2%, 17.1% and 8.9% of our total revenues for the years ended December 31, 2019, 2020 and 2021, respectively. As used in this annual report, “we,” “us,” “our company” and “our” refers to Yatsen Holding Limited, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIE in China, which mainly refers to Huizhi Weimei (Guangzhou) Trading Co., Ltd. (including its subsidiaries), or Huizhi Weimei. Holders of our ADSs hold equity interest in Yatsen Holding Limited, our Cayman Islands holding company, and do not have direct or indirect equity interest in the VIE. The VIE structure involves unique risks to investors, and holders of our ADSs may never directly hold equity interests in the Chinese operating company. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.”

[…]

Yatsen Holding Limited

July 25, 2022

Page 3

Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. However, the The contractual arrangements may not be as effective as direct ownership in providing us with control over the VIE and we may incur substantial costs to enforce the terms of the arrangements. As of the date of this annual report, our contracts with the VIE have not been tested in a court of law. Uncertainties in the PRC legal system may limit our ability, as a Cayman Islands holding company, to enforce these contractual arrangements. 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 VIE is 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. There are very few precedents as to whether contractual arrangements would be judged to form effective control over the relevant VIE through the contractual arrangements, or how contractual arrangements in the context of a VIE should be interested or enforced by the PRC courts. Should legal actions become necessary, we cannot guarantee that the court will rule in favor of the enforceability of the VIE contractual arrangements. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing those contractual arrangements, we may not be able to exert effective control over the VIE, and our ability to conduct our business and the financial performance of the VIE and our company as a whole may be materially adversely affected. In addition, the PRC regulatory authorities could disallow the VIE structure, which would likely result in a material adverse change in our operations, and our ADSs may decline significantly in value or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.””

2.

Please revise page 3 to disclose prominently that there are legal and operational risks associated with having your operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or 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. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

In response to the Staff’s comment, the Company respectfully proposes to include the following underlined disclosure in Item 3. Key Information in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“We face various legal and operational risks and uncertainties related to doing business in China that could result in a material change in our operations and the value of our ADSs. All of our current business operations are conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated

Yatsen Holding Limited

July 25, 2022

Page 4

with regulatory approvals on offshore offerings and listings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or be worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs.”

For example, the recently promulgated Data Security Law and the Personal Information Protection Law in 2021 posed additional challenges to our cybersecurity and data privacy compliance. The Revised Measures for Cybersecurity Review issued by the Cyberspace Administration of China, or the CAC and several other PRC governmental authorities in December 2021, as well as the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations, published by the CAC for public comments in November 2021, imposed potential additional restrictions on China-based overseas-listed companies like us. If the Revised Measures for Cybersecurity Review and the enacted version of the Draft Regulations mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations and the price of our ADSs.  See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Industry—We collect, store, process and use a variety of customer data and information for analysis of the changing consumer preferences and fashion trends, and we are required to comply with PRC and other applicable laws relating to privacy, personal information, data security and cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and prospects” for additional details.

In addition, on December 24, 2021, the China Securities Regulatory Commission, or the CSRC, released a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Administration Measures, for public comments. According to the Draft Provisions and the Draft Administration Measures, an overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. As of the date of this annual report, the Draft Provisions and the Draft Administration Measures were released for public comment only. There are uncertainties as to whether the Draft Provisions and the Draft Administration Measures would be further amended, revised or updated. Substantial uncertainties exist with respect to the enactment timetable and final content of the Draft Provisions and the Draft Administration Measures. However, assuming the Draft

Yatsen Holding Limited

July 25, 2022

Page 5

Provisions and the Draft Administration Measures were to be adopted as-is, if we fail to obtain the relevant approval or complete other review or filing procedures for any future offshore offering or listing, our PRC operations may face sanctions by the CSRC or other PRC regulatory authorities, which may include a warning and a fine between RMB1 million to RMB10 million. In serious circumstances, our PRC operations may be ordered to suspend their businesses or suspend their businesses pending rectification, or their permits or business licenses may be revoked, each of which could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China— The approval of and filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.”

Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects. If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties.

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China——We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies, including limitations on our ability to own key assets.”

These risks, if materialized, could result in a material adverse change in our operations and the value of our ADSs, 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 be worthless. For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.””

3.

Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. It appears that you use terms such as "we," "our," "our company," and "us" when describi

CORRESP
1
filename1.htm

ysg-corresp.DOCX.htm

Yatsen Holding Limited

Building No. 35, Art Port International Creation Center

No. 2519 Xingang East Road, Haizhu District

Guangzhou 510330

People’s Republic of China

July 5, 2022

VIA EDGAR

Mr. Joe McCann

Ms. Doris Stacey Gama

Mr. Terence O'Brien

Mr. Al Pavot

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Yatsen Holding Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2021

Filed April 22, 2022

File No. 001-39703

Dear Mr. McCann, Ms. Gama, Mr. O’Brien and Mr. Pavot:

The Company has received the letter dated June 7, 2022 from the staff of the Securities and Exchange Commission regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 Form 20-F”). The Company respectfully submits to request an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare a thorough response. The Company will provide its response to the letter via EDGAR as soon as possible, in any event no later than July 25, 2022.

If you have any additional questions or comments regarding the 2021 Form 20-F, please contact the undersigned at +86 20 3837-3543 or the Company’s U.S. counsel, Yuting Wu of Skadden, Arps, Slate, Meagher & Flom at +86 21 6193 8255 or yuting.wu@skadden.com.

Very truly yours,

/s/ Donghao Yang
Donghao Yang

Chief Financial Officer

cc:

Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, Yatsen Holding Limited

Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

William Lam, Partner, PricewaterhouseCoopers Zhong Tian LLP

United States securities and exchange commission logo
June 7, 2022
Jinfeng Huang
Chairman of the Board of Directors and Chief Executive Officer
Yatsen Holding Ltd
Building No. 35, Art Port International Creation Center
No. 2519 Xingang East Road, Haizhu District
Guangzhou 510330
People's Republic of China
Re:Yatsen Holding Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 22, 2022
File No. 001-39703
Dear Mr. Huang:
            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 better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F filed April 22, 2022
Our Holding Company Structure and Contractual..., page 3
1.Because you are a Cayman Islands holding company with operations conducted by
subsidiaries and through contractual arrangements with a VIE based in China, please
disclose that this structure involves unique risks to investors. If true, disclose that these
contracts have not been tested in court. Explain whether the VIE structure is used to
provide investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never hold equity interests in the Chinese operating company. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of

 FirstName LastNameJinfeng Huang
 Comapany NameYatsen Holding Ltd
 June 7, 2022 Page 2
 FirstName LastNameJinfeng Huang
Yatsen Holding Ltd
June 7, 2022
Page 2
your securities to significantly decline or become worthless.
2.Please revise page 3 to disclose prominently that there are legal and operational risks
associated with having your operations in China. Your disclosure should make clear
whether these risks could result in a material change in your operations and/or the value of
your securities or 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. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  It appears that you use terms such as "we," "our," "our company,"
and "us" when describing activities or functions of the VIE. Please update to remove using
such terms when referring to a VIE. For example, clarify, if true, that the VIE is
consolidated for accounting purposes but is not an entity in which you own equity, and
that the holding company does not conduct operations.
Permissions or Filings Required from the PRC..., page 5
4.In this section, disclose each permission or approval that you, your subsidiaries, or the
VIEs are required to obtain from Chinese authorities to operate your business and to offer
securities to foreign investors, and revise to remove the "material" qualifier contained in
the third sentence under the heading.  Revise to explain how you determined that
permissions are not required by China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or other governmental agencies, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
The Holding Foreign Companies Accountable Act, page 5
5.Please prominently disclose that the Public Company Accounting Oversight Board
(“PCAOB”) has determined that it is unable to inspect or investigate completely the
registered public accounting firm that you have retained because of a position taken by an
authority in the foreign jurisdiction.  In light of this determination, provide additional
disclosure regarding how the Holding Foreign Companies Accountable Act (HFCAA) and

 FirstName LastNameJinfeng Huang
 Comapany NameYatsen Holding Ltd
 June 7, 2022 Page 3
 FirstName LastNameJinfeng Huang
Yatsen Holding Ltd
June 7, 2022
Page 3
related regulations has impacted or could impact your company in the future. Also,
expand the disclosure to discuss the potential impact of the Accelerating Holding Foreign
Companies Accountable Act ("AHFCAA"), which has been passed by the United States
Senate, if enacted.
Item 1A. Risk Factors
Risks Relating to Our Corporate Structure, page 16
6.Revise the risk factor to clarify that if the PRC government determines that the contractual
arrangements constituting part of the VIE structure do not comply with PRC regulations,
or if these regulations change or are interpreted differently in the future, the securities you
are registering may decline in value or become worthless if the determinations, changes,
or interpretations result in your inability to assert contractual control over the assets of
your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
7.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
8.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, 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 your securities. 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 your securities to significantly decline or be worthless.
Data Security, page 31
9.We note your disclosure regarding Cyberspace Administration of China (CAC). In light of
recent events indicating greater oversight by the CAC over data security, particularly for
companies seeking to list on a foreign exchange, please expand your disclosure to explain
how this oversight impacts your business and your securities and to what extent you
believe that you are compliant with the regulations or policies that have been issued by the
CAC to date.
Holding Company Structure, page 112

 FirstName LastNameJinfeng Huang
 Comapany NameYatsen Holding Ltd
 June 7, 2022 Page 4
 FirstName LastName
Jinfeng Huang
Yatsen Holding Ltd
June 7, 2022
Page 4
10.We note that the consolidated VIE constitute a material part of your consolidated financial
statements. Please provide in tabular form a condensed consolidating schedule that
disaggregates the operations and depicts the financial position, cash flows, and results of
operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIE and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIE, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
11.In connection with the requested condensed consolidating schedule, please also provide a
roll-forward of the investment in subsidiaries and VIEs line item in the parent's financial
statements.
General
12.Please revise the definition of China and PRC so that it does not exclude Hong Kong and
Macau.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Al Pavot at (202) 551-3738 or Terence O'Brien at (202) 551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Doris Stacey Gama at (202) 551-3188 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Issuer's Acceleration Request

 November 16, 2020

VIA EDGAR

 Ms. Celeste Murphy

Mr. Courtney Lindsay

 Mr. Gary Newberry

Ms. Sasha Parikh

 Division of Corporation Finance

Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Yatsen Holding Limited (CIK No. 0001819580)

Registration Statement on Form F-1 (File
No. 333-249747)

 Registration Statement on Form
8-A (File No. 001-39703)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Yatsen Holding
Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1
Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on November 18, 2020, or as soon thereafter as practicable.

 The Company also requests that the Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the
Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 The Company understands that the representatives of the
underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

 Very truly yours,

Yatsen Holding Limited

By:

/s/ Jinfeng Huang

Name:

Jinfeng Huang

Title:

Chairman of the Board of Directors and Chief Executive Officer

 [Signature Page to Issuer Acceleration Request]

CORRESP
1
filename1.htm

Underwriter's Acceleration Request

 Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

 2 Queen’s Road Central

Hong Kong

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

U.S.A.

 China International Capital Corporation Hong Kong
Securities Limited

 29th Floor, One International Finance Centre,

1 Harbour View Street

 Central, Hong Kong

As representatives of the prospective underwriters

 VIA
EDGAR

 November 16, 2020

 Office
of Life Sciences

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Mail
Stop 4561

 Washington, D.C. 20549

Attention:
 Ms. Celeste Murphy

 Mr. Courtney Lindsay

 Mr. Gary Newberry

 Ms. Sasha Parikh

Re:
 Yatsen Holding Ltd. (the “Company”) (CIK No. 0001819580)

Registration Statement on Form F-1, as amended (Registration No. 333-249747)

Registration Statement on Form 8-A (Registration No. 001-39703)

Ladies and Gentlemen:

 We hereby join the Company’s request
for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Time on November 18, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between
November 13, 2020 and the date hereof, approximately 14,110 copies of the preliminary prospectus of the Company dated November 13, 2020 were distributed to prospective underwriters, dealers, institutional investors and others.

 We have been advised by the prospective underwriters that they have complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

As representatives of the prospective underwriters

GOLDMAN SACHS (ASIA) L.L.C.

By:

 /s/ Wei Cai

Name:

Wei Cai

Title:

Managing Director

MORGAN STANLEY & CO. LLC

By:

 /s/ Celestina Milner

Name:

Celestina Milner

Title:

Executive Director

CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

 /s/ Jia Xu

Name:

Jia Xu

Title:

Managing Director

Head of International Group

Co-Head of Strategic Client Team

 [Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

Depository's Acceleration Request

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

November 16, 2020

Re:
 Registration Statement on Form F-6

filed on behalf of Yatsen Holding Ltd

CIK: 0001819580

 Request for
Acceleration

 Ladies and Gentlemen:

Deutsche Bank Trust Company Americas, as Depositary for securities against which American Depositary Receipts are to be issued, pursuant to
Section 8(a) of the Securities Act of 1933, as amended, hereby requests the acceleration of the effectiveness date of the above referenced registration statement by the Securities and Exchange Commission to 4:00pm (Eastern time) on
November 18, 2020, or as soon thereafter as practicable.

Very truly yours,

DEUTSCHE BANK TRUST COMPANY AMERICAS

 By:

 /s/ Michael Fitzpatrick

 Name:

Michael Fitzpatrick

 Title:

Vice President

 By:

 /s/ Michael Curran

 Name:

Michael Curran

 Title:

Vice President

CORRESP
1
filename1.htm

CORRESPONDENCE

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

世達國際律師事務所

 PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

JONATHAN B. STONE *

PALOMA P. WANG

 ◆ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

 REGISTERED FOREIGN
LAWYER

 Z. JULIE GAO (CALIFORNIA)

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852)
3740-4700

 FAX: (852) 3740-4727

www.skadden.com

        November 13, 2020

 AFFILIATE OFFICES

—————-

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

NEW YORK

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

—————-

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 VIA EDGAR

Ms. Celeste Murphy

Mr. Courtney Lindsay

Mr. Gary Newberry

Ms. Sasha Parikh

 Division
of Corporation Finance

 Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Yatsen Holding Limited (CIK No. 0001819580)

 Registration Statement on Form F-1 (File No. 333-249747)

 Dear Ms. Murphy, Mr. Lindsay, Mr. Newberry and
Ms. Parikh:

 On behalf of our client, Yatsen Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands
(the “Company”), we are filing herewith Amendment No. 1 to the Company’s registration statement on Form F-1 (“Registration Statement”) containing a preliminary
prospectus with the estimated offering size and price range and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we are separately delivering to you today five courtesy copies of the Registration Statement, marked to show
changes to the registration statement filed with the Commission on October 30, 2020, and two copies of the filed exhibits.

 Securities and Exchange Commission

November 13, 2020

 Page 2

 The Company respectfully advises the Staff that the Company plans to
commence the road show for the proposed offering promptly, and request that the Staff declare the effectiveness of the Registration Statement on or about November 18, 2020. The Company will file joint acceleration requests in time before the
requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for the offering.

* * * * *

 2

 Securities and Exchange Commission

November 13, 2020

 Page 3

 If you have any questions regarding the foregoing matters, please
contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com, or Amanda Zhang, partner at PricewaterhouseCoopers Zhong Tian LLP, by phone at +86
10-6533-2098 or via email at amanda.zhang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, Yatsen Holding Limited

 Donghao Yang, Chief Financial Officer, Yatsen Holding Limited

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Benjamin Su, Esq., Partner, Latham & Watkins LLP

 Daying Zhang, Esq., Partner, Latham & Watkins LLP

 3

CORRESP
1
filename1.htm

CORRESPONDENCE

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM

 世達國際律師事務所

 PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

PALOMA P. WANG

 ◆ (Also Admitted
in England & Wales)

 * (Also Admitted in New York)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

 42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

———

TEL: (852) 3740-4700

 FAX: (852)
3740-4727

 www.skadden.com

 November 12, 2020

 AFFILIATE OFFICES

———

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 ———

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 VIA EDGAR

Ms. Celeste Murphy

 Mr. Courtney Lindsay

Mr. Gary Newberry

 Ms. Sasha Parikh

Division of Corporation Finance

 Office of Life Sciences

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Yatsen Holding Limited (CIK No. 0001819580)

 Registration Statement on Form F-1 (File No. 333-249747)

 Dear Ms. Murphy, Mr. Lindsay, Mr. Newberry and
Ms. Parikh:

 On behalf of our client, Yatsen Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands
(the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s
follow-up response to comment no. 11 contained in the Staff’s letter dated September 14, 2020.

The Company respectfully advises the Staff that an estimated initial public offering price range for marketing purposes will not be
established until shortly before the filing of an amendment to the Registration Statement containing the preliminary prospectus for the offering on or about November 13, 2020 (the “Preliminary Prospectus”). However, in response
to the Staff’s comment and in the interest of time, the Company has estimated a preliminary indicative price range with reference to the preliminary indicative valuation provided by the underwriters of this offering, which was in turn derived
from the information provided by the Company and current market conditions. The estimated preliminary indicative price range is subject to change, which may result from variations in market conditions and other developments. Such developments may
not be within the control of, or foreseeable by, the Company. Accordingly, there is no assurance that the estimated price range for the offering will correspond to, or that the final offering price will fall within, this estimated preliminary
indicative range. The Company currently estimates the preliminary indicative price range for this offering to be between US$2.125 and US$2.625 per ordinary share, with a mid-point of US$2.375 per ordinary
share.

 Securities and Exchange Commission

November 12, 2020

  Page
 2

 A detailed description of the valuation method used and the factors contributing to the
changes in the fair value of the ordinary shares of the Company between July 22, 2018 and September 11, 2020 is set forth on pages 131 to 133 of the Registration Statement on Form F-1 filed on
October 30, 2020. The Company respectfully advises the Staff that it granted share options on October 17, 2020 and the fair value of the ordinary shares of the Company, as calculated with the assistance from an independent valuation firm,
increased from US$1.3072 per ordinary share as of September 11, 2020 to US$1.6445 per ordinary share as of October 17, 2020, and the implied assumption of discount rate and implied discount for marketability decreased from 16% to 14.5% and
from 6% to 4.5%, respectively, during the same period, as the Company progressed further towards being qualified for an initial public offering and the lead time to an expected liquidity event decreased. The Company will add this additional
disclosure to the Preliminary Prospectus.

 The Company further respectfully advises the Staff that the increase in the fair value of the
ordinary shares of the Company from US$1.3072 per ordinary share as of September 11, 2020, to US$1.6445 per ordinary share as of October 17, 2020, and further to US$2.375 per ordinary share, the estimated
mid-point of the preliminary indicative price range for this offering, was primarily attributable to the following factors:

1.
 Reduced cost of capital and discount for lack of marketability

As a result of an imminent initial public offering, if the Company performs a valuation of its ordinary shares as at the initial public
offering date using the same methodology and keeping the other assumptions unchanged (e.g. using the same financial forecasts prepared for the valuation as at October 17, 2020), the implied assumption of discount rate would have decreased from
14.5% to 12%, and the implied discount for marketability would have decreased from 4.5% to 0%, and all outstanding preferred shares would be converted into ordinary shares. As a result, the per share value would increase from US$1.6445 to US$2.3849.
The Company’s initial public offering will increase the liquidity and marketability of its ordinary shares. The Company’s initial public offering will also provide it with additional capital, enhance its ability to access capital markets
to grow its business, and raise its overall profile.

 2

 Securities and Exchange Commission

November 12, 2020

  Page
 3

2.
 Substantial growth in the Company’s business performance, with particularly high sales volume during
Tmall’s 2020 Singles’ Day Event

a.
 Perfect Diary

Sales volume under Perfect Diary continued to grow rapidly as the Company introduced innovative products and expanded into new product
categories such as skincare. In particular, during Tmall’s 2020 Singles’ Day Event from November 1, 2020 to November 11, 2020, Perfect Diary achieved RMB600 million in GMV on Tmall and ranked No. 1 in the color
cosmetics category in terms of GMV on Tmall for the second consecutive year since 2019, according to an industry report dated August 2020, as amended, commissioned by us and prepared by China Insights Consultancy (the “CIC Report”).

b.
 Little Ondine

Sales volume under Little Ondine also continued to grow rapidly and it has proven itself to be a successful second brand for the
Company’s platform. In particular, during Tmall’s 2020 Singles’ Day Event from November 1, 2020 to November 11, 2020, Little Ondine achieved RMB100 million in GMV on Tmall, according to the CIC Report.

c.
 Abby’s Choice

Sales volume under Abby’s Choice also continued to grow rapidly following its official launch in June 2020. In particular,
Abby’s Choice achieved over RMB20 million in GMV on Tmall on the first day of Tmall’s 2020 Singles’ Day Event, according to the CIC Report.

3.
 Recent acquisitions

At the end of October 2020, the Company consummated the acquisition of Galénic, an iconic premium skincare brand, from Pierre
Fabre, a French pharmaceutical and dermo-cosmetics group. The Company will continue to support the brand in Europe and will launch it in China. The Company intends to capitalize on the French identity of this brand and will partner with Pierre Fabre
on research and development of future product innovations and manufacturing of Galénic products. The Company believes that the recently announced acquisition of Galénic has contributed to the increase in the fair value of
its ordinary shares.

 In addition, in November 2020, the Company entered into an agreement to acquire the mainland China business of a
masstige skincare brand. The Company will leverage the target’s brand equity, proven products and formulations, combined with the Company’s DTC model and platform capabilities, to bring the brand to next level.

The Company respectfully advises the Staff that in determining the fair value of the ordinary shares as of various dates before the offering,
the Company, with the assistance of an independent valuation firm, has considered the guidance prescribed by the AICPA Audit and Accounting and Valuation Guide, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation”
(the “Guide”).

 3

 Securities and Exchange Commission

November 12, 2020

  Page
 4

 Paragraph 10.04 of the Guide provides that:

“The ultimate IPO price is generally not likely to be a reasonable estimate of the fair value for
pre-IPO equity transactions of the enterprise. The value of a private enterprise before and after a successful IPO may be significantly different. In addition, the IPO event itself increases enterprise value,
because, among other things, it allows the enterprise access to the public capital markets.”

 Paragraph 10.05 of the Guide provides
further that:

 “The IPO price also reflects an estimate of the expected valuation of the company’s shares based upon its
position following a successful IPO. As a result, it normally incorporates the effect of the issuance of primary shares by the company, the proceeds from which can be used to either reduce the company’s debt level or to provide capital to fully
finance the company’s expansion or development of its business plan. In contrast, most financings for earlier stage companies do not allow the company to reach break-even cash flows and to become self-sustaining. Therefore, the IPO price
recommendation may be free from the risk premium associated with the need to raise additional capital associated with earlier stage companies.”

In accordance with paragraphs 10.04 and 10.05 of the Guide, the Company believes neither the estimated
mid-point of the preliminary indicative price range for this offering nor the final offering price itself should be construed as a reasonable estimate of the fair value of its ordinary shares as of various
dates before this offering.

 * * * * *

 4

 Securities and Exchange Commission

November 12, 2020

  Page
 5

 If you have any questions regarding the foregoing matters, please contact the undersigned by
phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com, or Amanda Zhang, partner at PricewaterhouseCoopers Zhong Tian LLP, by phone at +86 10-6533-2098 or via
email at amanda.zhang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

 Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, Yatsen Holding Limited

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Benjamin Su, Esq., Partner, Latham & Watkins LLP

Daying Zhang, Esq., Partner, Latham & Watkins LLP

 5

CORRESP
1
filename1.htm

CORRESPONDENCE

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM

 世達國際律師事務所

 PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

PALOMA P. WANG

 ◆
(ALSO ADMITTED IN ENGLAND & WALES)

 * (ALSO
ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852)
3740-4700

 FAX: (852) 3740-4727

www.skadden.com

 AFFILIATE OFFICES

—————-

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

—————-

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

        October 30, 2020

 VIA EDGAR

Ms. Celeste Murphy

 Ms. Courtney Lindsay

Mr. Gary Newberry

 Ms. Sasha Parikh

Division of Corporation Finance

 Office of Life Sciences

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Yatsen Holding Ltd (CIK No. 0001819580)

 Registration Statement on Form F-1

 Dear Ms. Murphy, Ms. Lindsay, Mr. Newberry and Ms. Parikh:

On behalf of our client, Yatsen Holding Ltd, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR with the Securities and
Exchange Commission (the “Commission”).

 To facilitate the review by the staff of the Commission (the
“Staff”), we are separately delivering to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement on Form F-1
confidentially submitted to the Commission on October 13, 2020, and two copies of the filed exhibits. In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the filing of the Registration
Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the non-public review of the Staff.

 Securities and Exchange Commission

October 30, 2020

  Page
 2

 The Company plans to file an amendment to the Registration Statement containing the estimated
price range and offering size on or about November 13, 2020, and to launch the road show for the offering immediately thereafter. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed
timetable for the offering.

 *        *        *

 2

 If you have any questions regarding the Registration Statement, please contact the
undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com, or Amanda Zhang, partner at PricewaterhouseCoopers Zhong Tian LLP, by phone at +86
10-6533-2098 or via email at amanda.zhang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

 /s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
 Jinfeng Huang, Chief Executive Officer and Chairman of the Board of Directors, Yatsen Holding Limited

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Benjamin Su, Esq., Partner, Latham & Watkins LLP

 Daying Zhang, Esq., Partner, Latham & Watkins LLP

United States securities and exchange commission logo
October 5, 2020
Irene Lyu
Vice President of Corporate Finance
Yatsen Holding Ltd
32-35, 38/F, Poly Midtown Plaza
No.23 East Xuanyue Street, Haizhu District
Guangzhou 510330
People’s Republic of China
Re:Yatsen Holding Ltd
Amendment 1 to
Draft Registration Statement on Form F-1
Submitted September 25, 2020
CIK No. 0001819580
Dear Ms. Lyu:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement
We may lose the ability to use and enjoy assets held by our VIE, page 56
1.We note your response to our prior comment 5 and that your VIE holds certain assets that
may be critical to the operation of your business, including the majority of the social
platforms and content offering platforms you operate.  Please expand your Prospectus
Summary disclosure to include this information.

 FirstName LastNameIrene Lyu
 Comapany NameYatsen Holding Ltd
 October 5, 2020 Page 2
 FirstName LastName
Irene Lyu
Yatsen Holding Ltd
October 5, 2020
Page 2
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies,
page 64
2.We note your response to our prior comment 6 and reissue it in part.  Please further
expand your disclosure to quantify (in currency) the amount that you are currently
permitted to loan or otherwise transfer to your PRC subsidiaries and VIE and its
subsidiaries.
Capitalization, page 85
3.In September 2020, you issued 93,753,239 shares of Class B Ordinary Shares to your
founders (“Third Series of Founders’ Restricted Shares”). As you have noted that all of
the Founders’ Restricted Shares will vest immediately upon IPO, regardless of the vesting
schedule, please disclose the amount of stock compensation that will be recognized
in your third quarter 2020 financial statements in a note to the capitalization table and
in Note 24. Subsequent Events on page F-113.
            You may contact Gary Newberry at (202) 551-3761 or Sasha Parikh at (202) 551-3627 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
September 14, 2020
Irene Lyu
Vice President of Corporate Finance
Yatsen Holding Ltd
32-35, 38/F, Poly Midtown Plaza
No.23 East Xuanyue Street, Haizhu District
Guangzhou 510330
People’s Republic of China
Re:Yatsen Holding Ltd
Draft Registration Statement on Form F-1
Submitted August 18, 2020
CIK No. 0001819580
Dear Ms. Lyu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please discuss where you deem appropriate in your Prospectus Summary that you are a
foreign private issuer and that you are subject to different filing and disclosure obligations
as compared to domestic issuers.  We note your disclosure on page 75 in this regard.
What we have achieved, page 2
2.Please balance your discussion regarding your revenue growth with disclosure about your
net profits/losses.  Please also discuss any significant known trends in your revenue (e.g.,

 FirstName LastNameIrene Lyu
 Comapany NameYatsen Holding Ltd
 September 14, 2020 Page 2
 FirstName LastNameIrene Lyu
Yatsen Holding Ltd
September 14, 2020
Page 2
whether you expect the rate of growth to continue).  Expand your discussion throughout
your registration as necessary, including in your Management's Discussion and Analysis
and Business sections.
Corporate History and Structure, page 6
3.We note that you operate a portion of your business through a variable interest entity
structure.  Please expand your disclosure here to discuss the significance of your VIE
structure and the risks associated with it.
4.Please revise your graph to indicate where each of your offshore entities were organized.
We may lose the ability to use and enjoy assets held by our VIE, page 54
5.Please expand your risk factor to discuss what portion of your assets are held by your VIE.
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies,
page 61
6.We note that you "may make loans to [y]our PRC subsidiaries and VIE and its
subsidiaries subject to the approval from or registration with governmental authorities and
limitation on amount."  Please expand your disclosure here, in your Use of Proceeds
section, and anywhere else you deem appropriate to quantify the amount that you will be
able to loan or otherwise transfer to your PRC subsidiaries and VIE and its subsidiaries.
Our dual-class voting structure will limit your ability to influence corporate matters, page 68
7.Based on your bracketed risk factor here, it appears that you may have a dual class share
structure.  Should you have a dual share class, please prominently disclose in your
Prospectus Summary the dual class structure and the implications it may have for
investors.
Capitalization, page 82
8.On page F-45 you noted that total unrecognized compensation expense relating to the
Founders’ restricted shares was RMB 233,631 as of December 31, 2019. As all of these
shares will vest immediately upon the IPO, regardless of the vesting schedule, please tell
us why this is not reflected as a pro-forma adjustment to your accumulated deficit in the
capitalization table.
9.We noted that you have issued a significant amount of options to management and other
key employees which are subject to both service and performance conditions, with the
performance condition being the occurrence of an initial public offering. Please tell us
why the share-based compensation related to the awards that have satisfied the service
condition is not reflected as a pro-forma adjustment to your accumulated deficit
in the capitalization table.

 FirstName LastNameIrene Lyu
 Comapany NameYatsen Holding Ltd
 September 14, 2020 Page 3
 FirstName LastName
Irene Lyu
Yatsen Holding Ltd
September 14, 2020
Page 3
In addition, tell us if there are any other performance conditions, other than the occurrence
of an initial public offering, for options that are subject to both service and performance
conditions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Fair Value of Options, page 116
10.Please add disclosure that estimates will not be necessary to determine the fair value of
ordinary shares for new awards once the shares begin trading.
Fair value of ordinary shares, page 117
11.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features. Please discuss with the staff how to submit your response.
Notes to the Consolidated Financial Statements
Footnote 2 - Significant Accounting Policies
(p) Mezzanine equity, page F-18
12.Please definethe term "qualified initial public offering" that would cause the automatic
conversion of the Preferred Shares.
General
13. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
            You may contact Gary Newberry at (202) 551-3761 or Sasha Parikh at (202) 551-3627 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Courtney Lindsay at (202) 551-7237 or Celeste Murphy at (202) 551-3257 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences