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                              February 12, 2021

       Dian Wang
       Chief Executive Officer
       Hywin Holdings Ltd.
       F3, Hywin Financial Centre
       8 Yincheng Mid. Road
       Pudong New District, Shanghai City
       People   s Republic of China

                                                        Re: Hywin Holdings Ltd.
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-1
                                                            Submitted January
25, 2021
                                                            CIK No. 0001785680

       Dear Ms. Wang:

             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 No. 2 to Draft Registration Statement on Form F-1

       Capitalization, page 56

   1.                                                   Please revise the
Capitalization and Dilution tables to disclose the impact of the approved
                                                        capital reduction by
the Board of Directors on August 28, 2020.
 Dian Wang
FirstName LastNameDian Wang
Hywin Holdings Ltd.
Comapany12,
February  NameHywin
            2021     Holdings Ltd.
February
Page 2 12, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Net Revenues
Wealth Management Services
By product type, page 64

2.       Please revise to provide more detailed information regarding the
revenues recognized
         from each of the three types of real estate products during the
periods presented.

Customer Concentration Risk, page 86

3.       Given that a significant portion of the accounts receivable balance at
June 30, 2020 is
         from two customers, please address the payment status of these amounts
as of the date of
         the most recent filing.
4.       We note your response to comment 1. Please provide us with your legal
analysis as to
         why you believe the identity of customers who accounted for 16% of
your total revenues
         for the year ended June 30, 2019, as well as 27% and 20% your total
revenues for the
         fiscal year 2018 is not material information. In doing so, please
specifically address the
         impact on your analysis of the 27% customer's status as a related
party. Alternatively, as
         previously requested, please disclose the identities of these
customers. Further, please
         note that the confidentiality provisions of your customer contracts do
not impact the
         materiality analysis or your disclosure obligations under the
Securities Act.
Related Party Transactions
Loans from/to Related Parties, page 148

5.       Please revise to disclose that the Board of Directors, on August 28,
2020, approved a
         capital reduction of RMB195,000 million, which would be used to
partially offset the
         receivable balance due from Hywin Financial Holding as of June 30,
2020 and that the
         remaining receivable balance due from Hywin Financial Holding was
collected as of the
         date of the accountants report.
Exhibits

6.       We note your reference to "customer contracts" in your response to
comment 1. Please
         file these agreements as exhibits to the registration statement or
tell us why you are not
         required to do so.
 Dian Wang
FirstName LastNameDian Wang
Hywin Holdings Ltd.
Comapany12,
February  NameHywin
            2021     Holdings Ltd.
February
Page 3 12, 2021 Page 3
FirstName LastName
       You may contact Marc Thomas at (202) 551-3452 or Cara Lubit at (202)
551-5909 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at (202) 551-8071
with any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Finance
cc:      Meng Ding, Esq.