United States securities and exchange commission logo





                            March 8, 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.
                                                            Registration
Statement on Form F-1
                                                            Filed January 26,
2021
                                                            File No. 333-253591

       Dear Ms. Wang:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-1

       Description of American Depositary Shares, page 160

   1.                                                   We note that Section
164 of your amended and restated memorandum and articles of
                                                        association includes a
fee shifting provision. Please disclose the following information
                                                        about the provision in
your registration statement:
                                                            the types of
actions subject to this provision, including whether your intend to apply
                                                            the provision to
claims under the federal securities laws;
                                                            the level of
recovery required by the plaintiff to avoid payment; and
                                                            who is subject to
the provision (for example, former and current shareholders, legal
                                                            counsel, expert
witnesses) and who would be allowed to recover (e.g., company,
 Dian Wang
Hywin Holdings Ltd.
March 8, 2021
Page 2
           directors, officers, affiliates).
       In addition, please add risk factor disclosure that the provision could
discourage
       shareholder lawsuits that might otherwise benefit the company and its
shareholders.
Signatures, page II-6

2.     Please revise your signature page to have your principal financial
officer, as well as your
       principal accounting officer or controller, sign the registration
statement in his or her
       individual capacity. This signature should appear in the second
signature block of the
       signature section. If someone has signed in more than one capacity,
indicate each
       capacity in which he or she signed. For guidance, please refer to the
signature
       requirements in Form F-1.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,
FirstName LastNameDian Wang
                                                             Division of
Corporation Finance
Comapany NameHywin Holdings Ltd.
                                                             Office of Finance
March 8, 2021 Page 2
cc:       Meng Ding, Esq.
FirstName LastName