December 4, 2019

Yusheng Han
Director and Chief Executive Officer
Burning Rock Biotech Ltd
601, 6/F, Building 3, Standard Industrial Unit 2
No. 7, Luoxuan 4th Road
International Bio Island, Guangzhou, 510005
Peoples Republic of China

       Re: Burning Rock Biotech Ltd
           Draft Registration Statement on Form F-1
           Submitted November 4, 2019
           CIK No. 0001792267

Dear Mr. Han:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form F-1 submitted on November 4, 2019

Prospectus Summary
Overview, page 1

1.     We note your reference to findings by China Insights Consultancy. Please
provide us with
       a copy of the report.
2.     The prospectus summary should include a balanced presentation of your
       including your competitive position in the industry. In the presentation
of your business,
       you present your organization as a "China's number one cancer
diagnostics company" and
       your platform technologies as "unrivaled" and "world-class." Please
revise to state the
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         basis for your performance claims or revise to state such claims are
management's belief.
         Additionally, please balance your summary presentation by providing
equally prominent
         disclosure about the competitive, regulatory and technical challenges
you face.
3.       We note your statement that your "products are validated by the
medical, pharmaceutical
         and scientific communities...." Please clarify what you mean by
"validated" in your
4.       We note that you currently offer 13 NGS-based cancer genotyping tests
applicable to a
         broad range of cancer types. Please revise your disclosure to identify
in the Summary the
         specific cancer types.
5.       Where you reference your collaborations on clinical trials, please
revise your disclosure to
         indicate you primarily provide central laboratory services and
companion diagnostics
         development services, as discussed on page 119. Please also expand
your disclosure in the
         Business section to include any compensation arrangements with
oncology key opinion
Our Addressable Markets, page 3

6.       Please revise your references here and throughout your registration
statement to your
         "addressable" market to remove any implication you have captured or
are likely to capture
         the stated market potential.
Implication of Being an Emerging Growth Company, page 5

7.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
Risks Related to Our Business and Industry
If we were to be sued for product liability or professional liability.....,
page 16

8.       We note your disclosure that similar to other Chinese companies, you
do not carry product
         liability or professional liability insurance. Please briefly explain
the relevant features of
         the China market that impact this decision.
We rely on a limited number of suppliers, or in some cases, sole suppliers, for
some of our
laboratory equipment and supplies, page 19

9.       We note your disclosure that you source sequencers, reagents and
certain other laboratory
         supplies used in your laboratory operations from several sole
suppliers. Your supply
         agreements appear to be material contracts. Please expand your
disclosure in the Business
         section to provide the material terms of your material supply
agreements, including each
         parties' rights and obligations, financial terms, term and termination
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         Please also file your supply agreements as exhibits to your
registration statement or tell us
         why you believe such filing is not required. Refer to Item 601(b)(10)
of Regulation S-K.

Risks Relating to Our ADSs and This Offering
Our dual-class structure with different voting rights will limit your ability
to influence corporate
matters...., page 53

10.      We note your disclosure that each Class B ordinary share will be
entitled to six votes.
         Please expand your disclosure to discuss the risk that future issuance
of Class B shares
         may be dilutive to holders of Class A shares and that your dual-class
structure may render
         your shares ineligible for inclusion in certain stock market indices
and the potential impact
         on the market price and liquidity of your ordinary shares.

Use of Proceeds, page 58

11.      Please revise the discussion to disclose the estimated net amount of
the proceeds broken
         down into each principal intended use, (i) research and development of
our early cancer
         detection technologies, (ii) obtaining NMPA approvals for additional
cancer genotyping
         products, including completing related clinical trials; and (iii)
other general and
         administrative matters. If the anticipated proceeds will not be
sufficient to fund all the
         proposed purposes, please disclose the order of priority of such
purposes. To the extent
         material amounts of other funds are necessary to accomplish the
specified purposes, state
         the amounts and sources of such other funds needed for each specified
purpose. Refer to
         Item 3.C.1 of Form 20-F.
Capitalization, page 60

12.      We note on pages F-24 and F-36 that all of your outstanding preferred
shares will convert
         automatically into ordinary shares in the event of a "Qualified IPO".
Please revise your
         disclosures to clarify all of the stipulations of a "Qualified IPO"
and explain why you
         believe that it is factually supportable that the outstanding
preferred shares will
         automatically convert into ordinary shares.
Management's Discussion and Analysis of Financial Condition and Results of
Key Components of Results of Operations
Operating Expenses
Selling and Marketing Expenses , page 76

13.      We note your disclosure that selling and marketing expenses primarily
consist of staff
         costs for personnel engaged in sales and marketing functions, travel
and entertainment
         expenses and convention expenses. We further note your disclosure on
page 80 that your
         selling and marketing expenses as a percentage of total revenues
decreased in 2018
         primarily due to economies of scale. Please expand your disclosure to
discuss your
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         compensation structure with your sales force. Refer to Item 5.A of
Form 20-F.
         Additionally, please reconcile the description of selling and
marketing expenses with your
         statement on page 80 that your general and administrative expenses
increased in 2018 in
         part due to an increase in travel and entertainment expenses.
Fair Value of Share Options, page 88

14.      We note that the estimated fair market value per ordinary share is a
significant assumption
         in your share option grant valuation. Accordingly, please bridge for
us the fair value per
         share determinations used for each option grant subsequent to December
31, 2018 to the
         current estimated IPO price per share. We will delay our assessment of
your response
         pending inclusion of the estimated IPO price in the filing.
Overview, page 106

15.      With respect to your early detection technologies, please briefly
explain what you mean
         by "specificities of 96%." Similarly, please revise the graphics and
expand your disclosure
         as appropriate on page 112 to provide appropriate context for an
investor to evaluate the
         graphics. Please also briefly explain what you mean by a
"capture-based" fully automated
         NGS library preparation system on page 106. Additionally, please
revise your statement
         on page 123 that the testing success rate of your LungPlasma is 99.5%,
on par with world-
         class genomic testing companies to indicate how testing success rate
is measured and the
         basis for your competitive claim.
Intellectual Property, page 124

16.      We note your disclosure regarding your patent rights. For each of your
material patents,
         please clearly disclose:
           applicable jurisdictions where patents are issued or where patent
applications are
           type of patent protection (e.g. composition of matter, use, or
process); and
           the specific NGS-based cancer genotyping test or technology to which
the patent
             relates and the patent expiration date or expected expiration date
for patent
Note 1. Organization and Basis of Presentation , page F-10

17.      We note here and throughout the filing that you consolidate Burning
Rock (Beijing)
         Biotechnology Co., Ltd. ("VIE") and the VIE's subsidiaries within your
         statements as of each balance sheet date and that those VIE agreements
were amended on
         October 21, 2019. Please revise the filing to disclose the process by
which you formed
         the VIE structure, including relevant chronological dates. Also,
revise the filing to explain
         why you are consolidating this VIE and the VIE's subsidiaries as of
each balance sheet
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Burning Rock Biotech Ltd
December 4, 2019
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      date and how the amended agreements signed on October 21, 2019 impacted
      consolidation conclusions.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Revenue from central laboratory business, page F-20

18.   We note that when you are expected to be entitled to a breakage amount,
it is recognized
      as revenue in proportion to the pattern of rights exercised by the
patient. Please revise the
      filing to explain how you estimate breakage in these situations and the
      judgments underlying those estimates. Refer to ASC 606-10-50-17.
Revenue from in-hospital business, page F-21

19.   We note that you recognize revenue on a net basis related to the
provision of the
      facilitation services for the laboratory equipment sales to hospitals
since you have
      determined that you are an agent. We also note that you purchase this
      equipment from third-party suppliers when the hospital makes a purchase
request and
      resell the laboratory equipment to the hospital. Please explain in more
detail how you
      have considered all of the requirements in ASC 606-10-55-36 through 55-40
to conclude
      that you are the agent in these transactions.
20.   Please revise the filing to disclose if you have any warranty obligations
or customer rights
      of return from the sales of reagent kits to hospitals. Refer to ASC
606-10-55-22 thru 55-

21.   Please provide us proofs of all graphics, visual, or photographic
information you will
      provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
      Please note that we may have comments regarding this material.
       You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other

FirstName LastNameYusheng Han
                                                             Division of
Corporation Finance
Comapany NameBurning Rock Biotech Ltd
                                                             Office of Life
December 4, 2019 Page 5
cc:       Shuang Zhao , Esq.
FirstName LastName