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United States securities and exchange commission logo
August 3, 2023
Leo Li
Chief Financial Officer
Burning Rock Biotech Limited
No. 5, Xingdao Ring Road North
International Bio Island, Guangzhou, 510005
People s Republic of China
Re: Burning Rock
Biotech Limited
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39316
Dear Leo Li:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 135
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell us
whether you relied upon
any legal opinions or third party certifications such as affidavits
as the basis for your
submission. In your response, please provide a similarly detailed
discussion of the
materials reviewed and legal opinions or third party certifications relied
upon in connection with
the required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
determination. In
addition, please tell us whether you have relied upon third party
Leo Li
Burning Rock Biotech Limited
August 3, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for Burning Rock Biotech Limited or the VIE. We also note that
your list of subsidiaries
in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong
Kong and mainland
China that are not included in your VIE. Please note that Item 16I(b)
requires that you
provide disclosures for yourself and your consolidated foreign
operating entities,
including variable interest entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which
you have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b))(5), please provide the required
information for you
and all of your consolidated foreign operating entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of
the Chinese
Communist Party.
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.
Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at
202-551-3401 with
any questions.
FirstName LastNameLeo Li Sincerely,
Comapany NameBurning Rock Biotech Limited
Division of
Corporation Finance
August 3, 2023 Page 2 Disclosure
Review Program
FirstName LastName