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United States securities and exchange commission logo
June 17, 2020
Evan Ce Xu
Chief Financial Officer
Genetron Holdings Limited
1-2/F, Building 11, Zone 1
No.8 Life Science Parkway
Changping District, Beijing, 102206
People's Republic of China
Re: Genetron Holdings
Limited
Amendment No. 2 to
Registration Statement on Form F-1
Filed on June 15,
2020
File No. 333-234805
Dear Mr. Xu:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
12, 2020 letter.
Amendment No. 2 to Form F-1
Capitalization, page 76
1. We note the change in
the Share Capital and Share Premium balances from pro forma to
pro forma as adjusted
appears to be inconsistent with the disclosure of the expected net
proceeds of US$146,100
million disclosed in Use of Proceeds on page 74. Please clarify
or revise.
Evan Ce Xu
Genetron Holdings Limited
June 17, 2020
Page 2
Dilution, page 78
2. We note that you provide the net tangible book value per ordinary share
at March 31,
2020. In addition, please revise your disclosure to provide the net
tangible book value at
March 31, 2020.
3. Please tell us how you calculated the pro forma net tangible book value
as
adjusted of US$195.28 million as it appears to be inconsistent with the
net tangible book
value at March 31, 2020 adjusted for the conversion of your outstanding
preferred shares
and the net proceeds received in the offering.
4. The number of outstanding shares of existing shareholders of 361,810,100
appears to be
inconsistent with the number of shares of ordinary shares of 119,433,500
disclosed in
Note 15 of your March 31, 2020 financial statements on page F-90 and the
220,332,100
shares from the conversion of the issued and outstanding preferred shares
disclosed
above. Please clarify or revise.
Liquidity and Capital Resources, page 108
5. We note your response to prior comment 1. Please disclose the material
terms of your
loan agreements, such as the interest rate and default interest.
Business, page 130
6. We note your response to prior comment 1. Please disclose the material
terms of your
material agreements, such as the expiration term of the iKang and
Innocare agreements.
You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 at Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameEvan Ce Xu
Division of
Corporation Finance
Comapany NameGenetron Holdings Limited
Office of Real
Estate & Construction
June 17, 2020 Page 2
cc: Li He, Esq.
FirstName LastName