UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Burning Rock Biotech Limited
(Name of Issuer)
American depositary shares, each representing one Class A ordinary share, par value US$0.0002 per share
(Title of Class of Securities)
12233L107
(CUSIP Number)
December 31, 2023
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provision of the Act (however, see the Notes).
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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GIC Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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217,825
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6
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SHARED VOTING POWER
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3,838,575
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7
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SOLE DISPOSITIVE POWER
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217,825
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8
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SHARED DISPOSITIVE POWER
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3,838,575
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,056,400
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.75% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 85,350,544 Class A ordinary shares outstanding as of March 31, 2023, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 20, 2023.
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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GIC Special Investments Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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3,760,650
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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3,760,650
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,760,650
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.41% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 85,350,544 Class A ordinary shares outstanding as of March 31, 2023, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 20, 2023.
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Owap Investment Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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3,760,650
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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3,760,650
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,760,650
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.41% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 85,350,544 Class A ordinary shares outstanding as of March 31, 2023, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 20, 2023.
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 5 of 8 Pages
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| Item 1(a) |
Name of Issuer
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Burning Rock Biotech Limited
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
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No. 5, Xingdao Ring Road North, International Bio Island,
Guangzhou, 510005
The People’s Republic of China
| Item 2(a) |
Name of Persons Filing
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GIC Private Limited
GIC Special Investments Private Limited
Owap Investment Private Limited
| Item 2(b) |
Address of Principal Business Office or, if none, Residence
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168 Robinson Road
#37-01 Capital Tower
Singapore 068912
| Item 2(c) |
Citizenship
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GIC Private Limited – Republic of Singapore
GIC Special Investments Private Limited – Republic of Singapore
Owap Investment Private Limited – Republic of Singapore
| Item 2(d) |
Title of Class of Securities
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American depositary shares, each representing one Class A ordinary share, par value US$0.0002 per share
| Item 2(e) |
CUSIP Number
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12233L107
| Item 3 |
If this statement is filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| Item 4 |
Ownership
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Ownership information with respect to GIC Private Limited, GIC Special Investments Private Limited and Owap Investment Private Limited are incorporated by reference through items (5) through (9) and (11) of the cover page for each entity.
Owap Investment Private Limited shares the power to vote and the power to dispose of 3,760,650 American depositary shares held directly by it with GIC Special Investments Private Limited and GIC Private
Limited. GIC Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
GIC Private Limited is a fund manager and only has two clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC Private Limited has been given the sole
discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC Private Limited has the sole power to vote and power to dispose of the 217,825 American
depositary shares beneficially owned by it. GIC Private Limited shares power to vote and dispose of 77,925 American depositary shares beneficially owned by it with MAS.
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 6 of 8 Pages
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| Item 5 |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
| Item 8 |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9 |
Notice of Dissolution of Group
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Not applicable.
| Item 10 |
Certifications
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of the date below.
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GIC PRIVATE LIMITED
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By:
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/s/ Diane Liang Weishan
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Name:
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Diane Liang Weishan
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Title:
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Senior Vice President
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Date:
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February 9. 2024
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By:
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/s/ Toh Tze Meng
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Name:
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Toh Tze Meng
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Title:
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Senior Vice President
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Date:
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February 9, 2024
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GIC SPECIAL INVESTMENTS PRIVATE LIMITED
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By:
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/s/ Jo-Ann Khor Huey Ming
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Name:
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Jo-Ann Khor Huey Ming
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Title:
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Authorized Signatory
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Date:
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February 9, 2024
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OWAP INVESTMENT PRIVATE LIMITED
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By:
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/s/ Holger Dirk Michaelis
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Name:
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Holger Dirk Michaelis
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Title:
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Director
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Date:
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February 9, 2024
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SCHEDULE 13G
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CUSIP No. 12233L107
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Page 8 of 8 Pages
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LIST OF EXHIBITS
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Exhibit
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Description
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Joint Filing Agreement
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons
on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary Shares of Burning Rock Biotech Limited, and that this Agreement may be included
as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the dates below.
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GIC PRIVATE LIMITED
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By:
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/s/ Diane Liang Weishan
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Name:
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Diane Liang Weishan
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Title:
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Senior Vice President
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Date:
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February 9. 2024
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By:
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/s/ Toh Tze Meng
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Name:
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Toh Tze Meng
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Title:
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Senior Vice President
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Date:
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February 9, 2024
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GIC SPECIAL INVESTMENTS PRIVATE LIMITED
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By:
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/s/ Jo-Ann Khor Huey Ming
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Name:
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Jo-Ann Khor Huey Ming
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Title:
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Authorized Signatory
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Date:
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February 9, 2024
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OWAP INVESTMENT PRIVATE LIMITED
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By:
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/s/ Holger Dirk Michaelis
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Name:
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Holger Dirk Michaelis
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Title:
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Director
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Date:
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February 9, 2024
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