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]