United States securities and exchange commission logo

                           August 16, 2022

       Sizhen Wang
       Chief Executive 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
                                                            Annual Report on
Form 20-F
                                                            Filed April 29,
                                                            File No. 001-39328

       Dear Mr. Wang:

              We have reviewed your filing 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

              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. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year Ended December 31, 2021

       Introduction, page iii

   1.                                                   We note that your
definition of "China" and the "PRC" specifically excludes Hong Kong
                                                        and Macau for the
purpose of your annual report. Please clarify that the "legal and
                                                        operational" risks
associated with operating in China also apply to operations in Hong
                                                        Kong and Macau. Please
revise the definitions of "China" and the "PRC" to include Hong
                                                        Kong and Macau;
however, you may clarify that "China" or the "PRC" does not include
                                                        Hong Kong or Macau when
you reference specific laws and regulations adopted by the
                                                        PRC. Additionally,
please ensure that you address throughout your filing material legal
                                                        and regulatory risks
associated with your operations in Hong Kong and Macau as
 Sizhen Wang
FirstName LastNameSizhen
Genetron Holdings Limited Wang
August 16, NameGenetron
           2022          Holdings Limited
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Explanatory Note, page 3

2.       We note your statement that you face legal and operational risks and
uncertainties as a
         company based in China. Your disclosure should make clear that your
structure involves
         unique risks to investors and should make clear whether these risks
could result in a
         material change in your operations and/or the value of your securities
or could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors. Your disclosure should also address how recent
statements and regulatory
         actions by China   s government, such as those related to the use of
variable interest entities
         and data security or anti-monopoly concerns, have or may impact the
company   s ability to
         conduct its business, accept foreign investments, or list on a U.S. or
other foreign
3.       Please prominently disclose whether your auditor is subject to the
         announced by the PCAOB on December 16, 2021 and whether and how the
         Foreign Companies Accountable Act ("HFCAA") and related regulations
will affect your
         company. In addition, disclose that trading in your securities may be
prohibited under the
         Holding Foreign Companies Accountable Act if the PCAOB determines that
it cannot
         inspect or investigate completely your auditor, and that as a result
an exchange may
         determine to delist your securities. In your revisions, please also
disclose here and
         throughout, as appropriate that you were identified by the Commission
on May 26, 2022
         under the HFCAA. Refer to https://www.sec.gov/hfcaa. Please also
revise to reflect your
         disclosure elsewhere in the document that the potential enactment of
the Accelerating
         Holding Foreign Companies Accountable Act would decrease the number of
         inspection years from three years to two, which could reduce the
period before your ADSs
         could be prohibited from trading and/or delisted.
4.       Please revise this section to provide a diagram of the company's
corporate structure,
         identifying the person or entity that owns the equity in each depicted
entity. We note your
         disclosure that you are the primary beneficiary of the VIEs. However,
neither the
         investors in the holding company nor the holding company itself have
an equity
         ownership in, direct foreign investment in, or control of, through
such ownership or
         investment, the VIEs. Accordingly, please refrain from implying that
the contractual
         agreements are equivalent to equity ownership in the business of the
VIE. Any references
         to control, effective control or benefits that accrue to you because
of the VIE should be
         limited to a clear description of the conditions you have satisfied
for consolidation of the
         VIE under U.S. GAAP. Additionally, your disclosure should clarify that
you are the
         primary beneficiary of the VIE for accounting purposes.
5.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and the consolidated VIEs, and
direction of
         transfer. Quantify any dividends or distributions that a subsidiary or
consolidated VIE
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FirstName LastNameSizhen
Genetron Holdings Limited Wang
August 16, NameGenetron
           2022          Holdings Limited
Page 3 16, 2022 Page 3
FirstName LastName
         have made to the holding company and which entity made such transfer,
and their tax
         consequences. Similarly quantify dividends or distributions made to
U.S. investors, the
         source, and their tax consequences. Your disclosure should make clear
if no transfers,
         dividends, or distributions have been made to date. Describe any
restrictions on foreign
         exchange and your ability to transfer cash between entities, across
borders, and to U.S.
         investors. Describe any restrictions and limitations on your ability
to distribute earnings
         from the company, including your subsidiaries and/or the consolidated
VIEs, to the parent
         company and U.S. investors as well as the ability to settle amounts
owed under the VIE
Item 3. Key Information
3.D. Risk Factors, page 11

6.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
         issuers, which could result in a material change in your operations
and/or the value of the
         securities you have previously registered for sale. Acknowledge any
risks that any actions
         by the Chinese government to exert more oversight and control over
offerings that are
         conducted overseas and/or foreign investment in China-based issuers
could significantly
         limit or completely hinder your ability to offer or continue to offer
securities to investors
         and cause the value of your securities to significantly decline or be
7.       Please revise your summary of risk factors to reflect your disclosure
on page 53 indicating
         that your senior officers and directors reside in China "for a
significant portion of the
         time" and that it may be difficult to bring any actions against, or to
enforce any judgments
         obtained from foreign courts against, the company or the company's
officers and directors
         in China.
8.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and your securities and to what extent you believe that you
are compliant with
         the regulations or policies that have been issued by the CAC to date.
Item 4. Information on the Company, page 72

9.       Please revise your disclosure on pages 132-34 to describe how this
type of corporate
         structure may affect investors and the value of their investment,
including how and why
         the contractual arrangements may be less effective than direct
ownership and that the
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FirstName LastNameSizhen
Genetron Holdings Limited Wang
August 16, NameGenetron
           2022          Holdings Limited
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         company may incur substantial costs to enforce the terms of the
arrangements. Disclose
         the uncertainties regarding the status of the rights of the Cayman
Islands holding company
         with respect to its contractual arrangements with the VIEs, its
founders and owners, and
         the challenges the company may face enforcing these contractual
agreements due to legal
         uncertainties and jurisdictional limits.
10.      Disclose each permission or approval that you, your subsidiaries, or
the VIEs are required
         to obtain from Chinese authorities to operate your business. State
whether you, your
         subsidiaries, or VIEs are covered by permissions requirements from the
China Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency that is required to approve the VIE   s
operations, and state
         affirmatively whether you have received all requisite permissions or
approvals and
         whether any permissions or approvals have been denied. Please also
describe the
         consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
Item 5. Operating and Financial Review and Prospects
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Research and development expenses, page 141

11.      We note the significant increase in your research and development
expenses during 2021,
         and during the subsequent quarter, and that you appear to have
multiple programs/research
         projects in varying stages of development. Please confirm that you
will revise future
         filings to include more details about your research and development
expenses for each
         period presented, including but not limited to, a breakdown by
program/research project
         area as well as by the nature of the expenses. In addition, in
discussing the specific factors
         that resulted in significant changes during each reporting period,
please quantify each
         factor cited so that investors may understand the magnitude and
relative impact of each
         factor. Please provide us with the proposed presentation you intend to
include in future
        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.

       You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with
any other
 Sizhen Wang
Genetron Holdings Limited
August 16, 2022
Page 5

FirstName LastNameSizhen Wang
                                         Division of Corporation Finance
Comapany NameGenetron Holdings Limited
                                         Office of Life Sciences
August 16, 2022 Page 5
cc:       Xuelin Wang, Ph.D.
FirstName LastName