Hysan Place, 37th Floor

500 Hennessy Road, Causeway Bay

Hong Kong

T: +852 2521 4122

F: +852 2845 9026

clearygottlieb.com

FREEMAN CHAN

SHUANG ZHAO

DENISE SHIU

PARTNERS

CHRIS CHURL-MIN LEE¹

REGISTERED FOREIGN LAWYER

ROBERT K. WILLIAMS

RAYMOND LAM

COUNSEL

1   Admitted to practice in New York

AMERICAS

ASIA

EUROPE & MIDDLE EAST

NEW YORK

SAN FRANCISCO

SÃO PAULO

SILICON VALLEY

WASHINGTON, D.C.

BEIJING

HONG KONG

SEOUL

ABU DHABI

BRUSSELS

COLOGNE

FRANKFURT

LONDON

MILAN

PARIS

ROME

D: +852 2532 3783

szhao@cgsh.com

Re:

Burning Rock Biotech Limited

Response to the Staff’s Comments on the Registration Statement on Form F-3

Submitted on June 21, 2022

CIK No. 0001792267

Please revise to state on the cover page that you conduct substantially all of your business through the VIEs.

We note your response to prior comment 4 and your revised disclosure indicating that “China” or the “PRC” includes Taiwan. Please revise or advise. We also note your disclosure indicating that when used in the case of laws and regulations of “China” or “the PRC,” “China” or “the PRC” refers to the laws and regulations of the People’s Republic of China, excluding that of Hong Kong, Macau and Taiwan. Please revise to clarify that the only instances in which “China” or “the PRC” do not include Hong Kong or Macau are where you reference the specific laws and regulations adopted by the People’s Republic of China. Additionally, please ensure that you address throughout your filing legal and regulatory risks associated with your operations in Hong Kong and having your WFOE owned by your Hong Kong subsidiary. Please also revise the graphic on page 8 to state the jurisdiction of incorporation for each entity and to identify the WFOE. As an example only, expand your disclosure under the heading “Enforceability of Civil Liabilities” to address risks related to the enforceability of judgments in Hong Kong.

We note your response to prior comment 8 and your disclosure on page 6 that, “As of the date of this prospectus, none of [your] Company, [your] subsidiaries or VIEs are required to obtain any permissions requirements from the China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China (the “CAC”).” Please revise to explain how you determined that permissions from the CSRC or CAC are not required. If you relied on advice of counsel, please identify counsel and file counsel’s consent as an exhibit to the registration statement. If you did not rely on advice of counsel, please explain why. We note your references to your PRC counsel, Tian Yuan Law Firm. Please ensure you file counsel’s consent.

We note your reference to “our VIE” on page 8. Please revise here and throughout your filing to refer to “the VIE.” We note your responses to prior comments 5 and 6. Your disclosure continues to imply that you have control over the VIE, such as your statement on page 8 that your contractual arrangements enable you to “have effective control over the VIE.” We note also the heading on page 10 that references “Agreements that Provide Us with Effective Control over the VIE.” Please refrain from implying that the contractual agreements are equivalent to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP.

We note your response to prior comment 9. You state that the VIE has not settled any amounts owed to you under the VIE agreements and does not have the intention to do so. You also state that the WFOE received RMB42.2 million, RMB25.3 million and RMB88.7 million (US$13.9 million) of service fees from the VIEs in 2019, 2020 and 2021, respectively. Please revise to clarify this inconsistency or advise. In this regard, we also note your statement that the “typical” structure of cash flows through your organization involves the payment of service fees by the VIE to the WFOE and the WFOE transferring funds to BR Hong Kong Limited, which, in turn, would transfer funds to you. In your revisions please also provide the corresponding amounts in U.S. dollars for 2019 and 2020. We reissue comment 9 in part. Please describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

as disclosed in the Registration Statement, the service fees paid by the VIE to the WFOE in 2019, 2020 and 2021 represented service fees charged by the WFOE for certain operating expenses (including procurement related expenses, data analysis expenses and staff costs for certain research and development personnel) that it bears on behalf of the VIE for the business operations of the VIE and its subsidiaries. Payments for these services (the “Additional Services”) are unrelated to services as stipulated under the Exclusive Business Operation Agreement, the agreement that allows the Company to receive economic benefits from the VIE;

as disclosed in the Prospectus, pursuant to the Exclusive Business Cooperation Agreement, the WFOE or its designated party has the exclusive right to provide the VIE with business support, technology service, consulting service and other services (the “VIE Services”), and the Additional Services do not fall into the scope of the VIE Services. Under the same agreement, in exchange for the VIE Services, the VIE agrees to pay a service fee, equal to the VIE’s profit before tax, after recovering any accumulated losses of the VIE and its subsidiaries from the preceding fiscal year, and deducting working capital, expenses, tax and a reasonable amount of operating profit according to applicable tax law principles and tax practice. As the VIE has been loss-making in 2019, 2020 and 2021, it has not settled any amounts owed to the WFOE under the VIE Agreements and currently has no intention to do so.

We note your response to prior comment 12 and your disclosure that, “Currently, the cybersecurity laws and regulations have not directly affected [your] business and operations….” We reissue comment 12 in part. Please revise to explicitly address the impact of cybersecurity laws and regulations on your proposed offering and to what extent you believe you are compliant with the regulations or policies that have been issued by the CAC to date.

We note your disclosure that most of your directors and executive officers are nationals or residents of jurisdictions other than the U.S., and most of their assets are located outside the U.S. Please revise your disclosure to affirmatively state whether any of your officers, directors or other members of senior management are located in China. If so, disclose that their residence in China may make it even more difficult to enforce any judgments obtained from foreign courts against such persons compared to other non-U.S. jurisdictions. Additionally, if your officers, directors or other members of management are located in China, please include risk factor disclosure and a summary risk factor describing that it may be difficult to enforce any judgments obtained from foreign courts against you or your management in mainland China.

Leo Li, Chief Financial Officer, Burning Rock Biotech Limited