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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
Zhang Zhihong
(Last) (First) (Middle)
7720 VIA FRANCESCO UNIT 2
(Street)
SAN DIEGO CA 92129
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026 		3. Issuer Name and Ticker or Trading Symbol
Burning Rock Biotech Ltd [ BNR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 1,061,990 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
OPTIONS (RIGHT TO BUY) (1) 09/26/2032 Ordinary Shares 78,504 3.33(10) D
OPTIONS (RIGHT TO BUY) (2) 09/26/2032 Ordinary Shares 117,755 3.33(10) D
OPTIONS (RIGHT TO BUY) (3) 09/26/2032 Ordinary Shares 78,504 3.33(10) D
OPTIONS (RIGHT TO BUY) (4) 09/26/2032 Ordinary Shares 117,755 3.33(10) D
OPTIONS (RIGHT TO BUY) (5) 09/26/2032 Ordinary Shares 78,504 3.33(10) D
OPTIONS (RIGHT TO BUY) (6) 09/26/2032 Ordinary Shares 117,755 3.33(10) D
OPTIONS (RIGHT TO BUY) (7) 04/30/2033 Ordinary Shares 51,469 0.0002(10) D
OPTIONS (RIGHT TO BUY) (8) 04/30/2034 Ordinary Shares 41,000 0.0002(10) D
OPTIONS (RIGHT TO BUY) (9) 04/30/2035 Ordinary Shares 56,000 0.0002(10) D
Explanation of Responses:
1. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$2 billion by the fifth anniversary of the date of grant (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved.
2. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$2 billion by the fifth anniversary of the date of grant (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant.
3. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$4 billion by the seventh anniversary of the date of grant (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved.
4. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$4 billion by the seventh anniversary of the date of grant (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant.
5. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$10 billion by the seventh anniversary of the date of grants (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved.
6. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$10 billion by the seventh anniversary of the date of grants (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant.
7. On April 30, 2023, the Reporting Person was granted 102,938 share options, with 50%, 25% and 25% of the granted share options vesting on January 1, 2025, January 1, 2026 and January 1, 2027, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for each year from 2023 to 2026.
8. On April 30, 2024, the Reporting Person was granted 41,000 share options, with 50%, 25% and 25% of the granted share options vesting on January 1, 2026, January 1, 2027 and January 1, 2028, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for the year of 2024.
9. On April 30, 2025, the Reporting Person was granted 56,000 share options, with 50%, 25% and 25% on of the granted share options vesting January 1, 2027, January 1, 2028 and January 1, 2029, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for the year of 2025.
10. Each share option represents the right to receive, upon exercise, one ordinary share.
Remarks:
Exhibit 24 (Power of Attorney)
/s/ Yuheng Huang, Attorney-in-Fact for Zhihong Zhang 03/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EX-24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Yanli Xu, Dongyue Zheng, Yuheng Huang and Kaiyan Chen acting singly, and with full power of substitution or revocation, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

 

1.
prepare, execute and submit to the SEC, and/or any national securities exchange on which Burning Rock Biotech Limited (the “Company”) securities are listed, any and all reports (including any amendments thereto) the undersigned is required to file with the SEC under Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

 

2.
obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 

The undersigned acknowledges that:

 

1.
This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

2.
Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 

3.
Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

4.
This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in-Fact, or such Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

 

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IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of March 17, 2026.

 

 

Name: Zhihong Zhang

 

 

Signature: /s/ Zhihong Zhang

 

 

 

 

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