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United States securities and exchange commission logo
August 30, 2022
Yusheng Han
Chief Executive Officer
Burning Rock Biotech Ltd
No. 5 Xingdao Ring Road North
International Bio Island
Guangzhou, 510005 The People's Republic of China
Re: Burning Rock
Biotech Ltd
Amendment No. 2 to
Registration Statement on Form F-3
Filed August 16,
2022
File No. 333-264577
Dear Mr. Han:
We have reviewed your amended 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.
Amendment No. 2 to Registration Statement on Form F-3 filed August 16,
2022
Cover page
1. We note the following
disclosure: "Nevertheless, cash transfers have been made to date
between Burning Rock
Biotech Limited, our subsidiaries and the VIEs." Please revise
here and throughout the
registration statement to make clear that such transfers have been
made in one direction
only and in the direction to the VIE.
About this Prospectus, page 1
2. With regard to the
definition of China or the PRC, please revise to clarify that legal and
operational risks
associated with operating in China also apply to your operations in Hong
Kong.
Yusheng Han
Burning Rock Biotech Ltd
August 30, 2022
Page 2
Risks Relating to Doing Business in the PRC
If the U.S. Public Company Accounting Oversight Board, or the PCAOB, is unable
to inspect
our auditors...., page 15
3. Please update your discussion of the Holding Foreign Companies
Accountable Act by
disclosing that on August 26, 2022, the Public Company Accounting
Oversight Board
(PCAOB) signed a statement of Protocol with the China Securities
Regulatory
Commission and the Ministry of Finance of the People's Republic of China,
taking the
first step toward opening access for the PCAOB to inspect and investigate
registered
public accounting firms headquartered in mainland China and Hong Kong.
Risks Relating to Hong Kong, page 28
4. Please revise your discussion of the principle of "one country, two
systems" to clarify that
China could determine to treat any cash located in Hong Kong as subject
to the same
distribution rules as Mainland China and therefore subject to the same
risks.
General
5. Please ensure that you reflect revisions made in response to comments on
your registration
statement in future Exchange Act reports.
Please contact Christine Westbrook at 202-551-5019 or Celeste Murphy at
202-551-
3257 with any questions.
Sincerely,
FirstName LastNameYusheng Han
Division of
Corporation Finance
Comapany NameBurning Rock Biotech Ltd
Office of Life
Sciences
August 30, 2022 Page 2
cc: Shuang Zhao, Esq.
FirstName LastName