Resident Hong Kong Partners
Davis Polk & Wardwell
Hong Kong Solicitors
The Hong Kong Club Building
3A Chater Road
|852 2533 3300 tel||
William F. Barron*
James C. Lin*
Patrick S. Sinclair*
Hong Kong Solicitors
* Also Admitted in New York
Also Admitted in England and Wales
November 21, 2019
Genetron Holdings Limited (CIK No. 0001782594)
Responses to the Staffs Comments on the Amendment No. 1 to Draft Registration Statement on Form F-1 Confidentially Submitted on October 11, 2019
Mr. Ruairi Regan
Ms. Brigitte Lippmann
Division of Corporation Finance
CF Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of our client, Genetron Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the Company), we submit to the staff (the Staff) of the Securities and Exchange Commission (the Commission) this letter setting forth the Companys responses to the comment contained in the Staffs letter dated October 22, 2019 on the Companys revised draft registration statement on Form F-1 confidentially submitted on October 11, 2019 (the Revised Draft Registration Statement). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the Registration Statement) and certain exhibits via EDGAR to the Commission. The Company confirms that its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended. On behalf of the Company, we wish to thank you and other members of the Commission for your prompt response to the Companys request for comments.
|2||November 21, 2019|
To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement, marked to show changes to the Revised Draft Registration Statement, and two copies of the submitted exhibits.
The Company has responded to the Staffs comment by revising the Revised Draft Registration Statement to address the comment. The Staffs comment is repeated below in bold, followed by the Companys response to the comment as well as a summary of the responsive actions taken. We have included the page number to refer to the location in the Registration Statement where the language addressing the comment appears.
In addition to revising the disclosure in response to the Staffs comment, the Company has also included the financial results for the nine months ended September 30, 2019 and other information and data in the Registration Statement to reflect recent developments.
Subject to the market conditions and the Staffs comments, the Company plans to request that the Staff declare the effectiveness of the Registration Statement in early December 2019. The Company would greatly appreciate the Staffs continued assistance and support in meeting the timetable.
* * * *
Principal and Selling Shareholders, page 162
We note your response to prior comment 5. Please identify the natural persons who exercise voting and/or dispositive control for each of the shareholders in footnotes 8 and 11. For example, identify the partners who control Tianjin Genetron Junan and the persons who control Genetron United Holdings Limited.
In response to the Staffs comment, the Company has revised the disclosures on page 178 of the Registration Statement to further elaborate footnote 8 of the Registration Statement with respect to Tianjin Genetron Junan.
The Company respectfully advises the Staff that after its series D round of financing, Genetron United Holding Limited has ceased to be a principal shareholder of the Company and footnote 11 of the Revised Draft Registration Statement with respect to Genetron United Holding Limited has been deleted accordingly.
* * * *
|3||November 21, 2019|
If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (firstname.lastname@example.org) and/or Xuelin (Steve) Wang at +852-2533-1092 (email@example.com).
Thank you for your time and attention.
Mr. Sizhen Wang, Chief Executive Officer
Mr. Evan Ce Xu, Chief Financial Officer
Genetron Holdings Limited
Mr. Fang Liu, Esq.
Clifford Chance US LLP
PricewaterhouseCoopers Zhong Tian LLP