United States securities and exchange commission logo

                             May 16, 2022

       Yusheng Han
       Chief Executive Officer
       Burning Rock Biotech Ltd
       No. 5 Xingdao Ring Road North
       International Bio Island
       Guangzhou, 510005 The People's Republic of China

                                                        Re: Burning Rock
Biotech Ltd
Statement on Form F-3
                                                            Filed April 29,
                                                            File No. 333-264577

       Dear Mr. Han:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3 filed April 29, 2022

       Cover page

   1.                                                   We note your disclosure
that you are not a Chinese operating company but a holding
                                                        company incorporated in
the Cayman Islands and that you conduct operations primarily
                                                        through your
subsidiaries and through contractual arrangements with the variable interest
                                                        entity or VIE and its
subsidiaries. You state that these contractual arrangements enable
                                                        you to exercise
effective control of the VIE. You also state that you are the primary
                                                        beneficiary of the VIE.
Explain whether the VIE structure is used to provide investors
                                                        with exposure to
foreign investment in China-based companies where Chinese law
                                                        prohibits direct
foreign investment in the operating companies.
 Yusheng Han
FirstName  LastNameYusheng Han
Burning Rock  Biotech Ltd
May        NameBurning Rock Biotech Ltd
     16, 2022
May 16,
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FirstName LastName
2.       Provide a description of how cash is transferred through your
organization and disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE
         agreements. Provide cross-references to the condensed consolidating
schedule and the
         consolidated financial statements. In addition, please add disclosure
discussing: (i)
         restrictions on currency exchanges in China may limit your ability to
freely convert RMB
         to fund any future business activities outside China or other payments
in U.S. dollars and
         (ii) capital controls the Chinese government imposes may limit your
ability to use capital
         from your subsidiaries located in China for business purposes outside
of China.
3.       We note your disclosure that your independent registered public
accounting firm is not
         currently inspected by the PCAOB. We note also that you are named on
the list of
         Commission Identified Issuers available on our website at
         Please revise to provide related disclosure on the cover page, in the
summary and in the
         Risk Factors section.
About this Prospectus, page 1

4.       Please revise the definition of "China" or "PRC" so that it includes
Hong Kong and
Prospectus Summary, page 8

5.       We note your disclosure referencing your contractual agreements,
including the exclusive
         business cooperation agreement, among others. Please ensure you
describe all contracts
         and arrangements through which you claim to have economic rights and
exercise control
         that results in consolidation of the VIE   s operations and financial
results into your
         financial statements. Identify clearly the entity in which investors
are purchasing their
         interest and the entity(ies) in which the company   s operations are
conducted. Describe the
         relevant contractual agreements between the entities and 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
         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 VIE, its
founders and owners, and the
         challenges the company may face enforcing these contractual agreements
due to legal
         uncertainties and jurisdictional limits.
6.       We note your disclosure that the Cayman Islands holding company
controls and receives
         the economic benefits of the VIE   s business operations through
contractual agreements
         between the VIE and your Wholly Foreign-Owned Enterprise (WFOE). We
also note your
         disclosure that the Cayman Islands holding company is the primary
beneficiary of the
         VIE. 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 VIE. Accordingly, please refrain from
implying that the
         contractual agreements are equivalent to equity ownership in the
business of the VIE. Any
 Yusheng Han
FirstName  LastNameYusheng Han
Burning Rock  Biotech Ltd
May        NameBurning Rock Biotech Ltd
     16, 2022
May 16,
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FirstName LastName
         references to 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. Please also disclose,
if true, that the VIE
         agreements have not been tested in a court of law.
7.       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 with
         cross-references to the more detailed discussion of these risks in the
prospectus. 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 are registering 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 such securities to significantly decline or be

         For each summary risk factor related to doing business in China,
please add a cross-
         reference to the more detailed discussion in the corresponding risk
factor in the Risk
         Factors section.
8.       Disclose each permission or approval that you, your subsidiaries, or
the VIEs are required
         to obtain from Chinese authorities to operate your business and to
offer the securities
         being registered to foreign investors. 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 future.
9.       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 have made
 Yusheng Han
FirstName  LastNameYusheng Han
Burning Rock  Biotech Ltd
May        NameBurning Rock Biotech Ltd
     16, 2022
May 16,
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FirstName LastName
         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 agreements.
         Please also disclose if you have specific cash management policies and
procedures in
         place that dictate how funds are transferred through your organization
and if applicable,
         describe these polices and procedures.
10.      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. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
Risk Factors
Risks Relating to Our Corporate Structure, page 11

11.      Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, the
         securities you are registering may decline in value or become
worthless if the
         determinations, changes, or interpretations result in your inability
to assert contractual
         control over the assets of your PRC subsidiaries or the VIEs that
conduct all or
         substantially all of your operations.
Risks Relating to Doing Business in the PRC, page 12

12.      We note your disclosure that the cybersecurity laws and regulations
have not directly
         affected your business and operations and that you have not been
involved in any
         investigations on cybersecurity review made by the CAC on such basis.
Please revise your
         disclosure to explain how this oversight impacts your business and
your offering and to
         what extent you believe that you are compliant with the regulations or
policies that have
         been issued by the CAC to date.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Yusheng Han
Burning Rock Biotech Ltd
May 16, 2022
Page 5

      Please contact Christine Westbrook at 202-551-5019 or Celeste Murphy at
3257 with any questions.

FirstName LastNameYusheng Han
                                                        Division of Corporation
Comapany NameBurning Rock Biotech Ltd
                                                        Office of Life Sciences
May 16, 2022 Page 5
cc:       Shuang Zhao, Esq.
FirstName LastName