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United States securities and exchange commission logo
July 26, 2023
Evan Xu
Chief Financial Officer
Genetron Holdings Ltd
1-2/F, Building 11, Zone 1
No. 8 Life Science Parkway
Changping District, Beijing, 102206
People s Republic of China
Re: Genetron Holdings
Ltd
Form 20-F for the
Year Ended December 31, 2022
Filed May 12, 2023
File No. 001-39328
Dear Evan Xu:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 186
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders, including, among others, the Schedule 13G/A filed by Sizhen
Wang and FHP Holdings
Limited on February 14, 2023, by Hai Yan on February 14,
2022, by Tianjin
Genetron Jun an Business Management Partnership (Limited
Partnership) on
February 14, 2022, and the Schedule 13G filed by CICC Group on March
14, 2022 in connection
with your required submission under paragraph (a). Please
supplementally describe
any additional materials that were reviewed and tell us whether
you relied upon any
legal opinions or third party certifications such as affidavits as the
basis for your
submission. In your response, please provide a similarly detailed discussion
of the materials
reviewed and legal opinions or third party certifications relied upon in
connection with the
required disclosures under paragraphs (b)(2) and (3).
Evan Xu
Genetron Holdings Ltd
July 26, 2023
Page 2
2. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
for Genetron Holdings Limited or the VIEs. We also note that the
list of significant
subsidiaries and the VIEs in Exhibit 8.1 appears to indicate that you
have subsidiaries in
the PRC and Hong Kong that are not included in your VIEs. Please note
that Item 16I(b)
requires that you provide disclosures for yourself and your consolidated
foreign operating
entities, including variable interest entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our best knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
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.
Please contact Jimmy McNamara at 202-551-7349 or Jennifer Thompson at
202-551-
3737 with any questions.
Sincerely,
FirstName LastNameEvan Xu
Division of
Corporation Finance
Comapany NameGenetron Holdings Ltd
Disclosure Review
Program
July 26, 2023 Page 2
cc: Xuelin Wang
FirstName LastName