SecProbe.io

July 4, 2019
Cunjun Ma
Chief Executive Officer
Huize Holding Ltd
5/F, Building 3-4
Shenzhen Animation Park, Yuehai Road, Nanhai Avenue
Nanshan District, Shenzhen 518052
People's Republic of China
Re:Huize Holding Ltd
Draft Registration Statement on Form F-1
Submitted June 6, 2019
CIK No. 0001778982
Dear Mr. Ma:
            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 better
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
comments.
Draft Registration Statement on Form F-1 submitted June 6, 2019
Prospectus Summary, page 1
1.We note your disclosure that industry and market data contained in the prospectus is
quoted from the Oliver Wyman report that you commissioned. Please provide us with a
copy of the report marked to identify support for the relevant statements in the prospectus.
2.Please revise the Summary to explain each defined term at first use.  In particular, we note
that the terms “insurance partners”, “insurance clients”, “GWP”, “independent platform”,
and "long-term insurance product" are necessary to understand your business model and
therefore require explanation prior to pages 6 and 7.

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Overview, page 1
3.Please revise the opening paragraphs of the Overview section to describe clearly your
business and revenue model.  These paragraphs should identify your role as an insurance
intermediary, clarify that you do not bear underwriting risks, and highlight that you are
compensated primarily through brokerage revenues paid by your “insurance partners.”
Context should be provided so that readers can readily understand the terms "client base"
and "our products."
4.Please refer to the second paragraph of the Overview and revise to provide additional
context for the two figures you present.  In this regard, it is not clear from the disclosures
on page 1 and 6 whether, and if so how, these two figures cover your property & casualty
insurance business.  With a view to possible disclosure, please also tell us why
the "insured" figure is so much larger than the "clients" figure and whether this same
dynamic exists across the life, health, and property & casualty markets.
5.With reference to your disclosures on pages 82 and 116, please revise the third paragraph
of the Overview to highlight the relative importance of long-term health insurance product
sales to your business in 2018 and also provide a brief discussion of critical illness
insurance products.
6.Revise the fourth paragraph of the Overview to quantify the number of years you have
been operating as an insurance intermediary.
7.Please revise the second full paragraph on page 2 to identify the client services that you
provide to insurance clients.
Our Challenges, page 3
8.Please balance your Summary presentation by adding a new sub-heading highlighting
risks factors impacting your business. In particular, we note that your Summary should
address the developing regulatory framework, as cited on pages 14 and 132, and your non-
compliance, or potential non-compliance, with numerous regulatory requirements, as cited
on pages 14-16, 18, 22, 24-26, and 44.

Corporate History and Structure, page 4
9.With reference to pages 33 and 35, please revise the Summary to explain briefly the
reasons for the VIE structure and its significance to shareholders. Also, revise the graphic
on page 7 to identify the following entities: (i) Registrant, (ii) WFOF and (iii) VIE.
Implications of Being an Emerging Growth Company, page 5
10.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,

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present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Conventions that Apply to this Prospectus, page 6
11.We refer to the first paragraph on page 7.  Tell us why your disclosure only takes into
consideration your operations in mainland China and whether the operating matrix outside
of mainland China is material to an understanding of your business.
We depend on our cooperation with our insurer partners..., page 18
12.We note that your risk factor disclosure highlights risks relating to the concentration of
40% of your 2018 revenues in your two largest insurer partners.  Please revise to identify
these two partners.  Alternatively, tell us why this information is not material to
understanding the risk and also identify these partners in your response.
We may not be able to ensure..., page 18
13.Please revise to clarify your use of the term “affiliated" in this risk factor.
Use of Proceeds, page 60
14.Please revise to describe the "technology" and "client acquisition" uses.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Operating costs and expenses, page 82
15.Please revise to describe and quantify the components of the caption titled "Cost of
revenue", such as service fees and insurance consultants, and explain the primary factors
underlying changes in each of these component costs for each period presented.
16.Please describe and quantify for each period presented costs for the following activities:
(A) development and maintenance of your online insurance product and service platform,
(B) assistance to your insurance clients in product design, product selection, underwriting
and claim application/settlement and (C) assistance to your insurance company partners in
technology support, systems integration and product design/pricing and the regulatory
approval process. Explain the factors underlying material changes in each of these
amounts and your reasonably likely expectation for the future trend in these costs. Revise
your disclosures accordingly.
Critical Accounting Policies
Reorganization, page 88
17.Please address the following regarding the June 2019 reorganization which you describe
as a “non-substantial merger with no change in the basis of Huiye Tainze’s assets and

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liabilities” and have presented the reorganization retroactively, as if the Company had
existed in its current corporate form at January 1, 2017:
•Please provide an analysis that more clearly explains your accounting treatment for the
June 2019 reorganization.
•Tell us the basis for your accounting treatment, referring us to the specific technical
guidance upon which you relied.
•Explain the similarity in shareholding structures referenced on page 69, whereby
shareholders of Shenzhen Huiye Tianze Investment Holding Co. Ltd or Huiye Tainze
include “PRC holding entities of our shareholders, holding shares in Huiye Tianze in a
shareholding structure substantially identical to their respective shareholding in our
company.”
•Confirm that your shareholders are also the shareholders in your VIE that appear to
hold a 72.44% controlling interest and explain the factors that you considered in
determining that this ownership structure complied with existing and emerging PRC
laws.
•Explain why the number of Series A, Series B, Series B+ and Series B++ redeemable
common shares that were outstanding at December 31, 2018 and 2017 equaled the
corresponding number of Series A, Series B, Series B+ and Series B++ preferred
shares issued on June 6, 2019. Explain the relationship between these separate security
issuances.
•Explain the differences between the number of shares issued on pages II-1 and II-2
and the corresponding number of shares issued on June 6, 2019 discussed on page 88.
Revenue Recognition
Consulting services, page 89
18.Please address the following regarding your consulting service revenues:
•You state that for both your risk consulting and insurance consulting services you
determined that is the insured party is the customer.  Clarify whether you only provide
these consulting services to individuals who ultimately purchase an insurance policy
through your brokerage business.
•Revise this section, as well as your business section and revenue recognition footnotes
to more clearly identify the nature of the consulting services you provide.
oClearly differentiate your risk consulting services versus your insurance consulting
services.
oClearly differentiate the activities you perform for and benefits received by the
insured customer for your consulting services versus the services and advice you
provide under a broker relationship.
oClarify the extent to which the insured parties to whom you provide consulting
services tend to purchase the same type of policies as individuals who use you as a
broker without consulting services.  Alternatively, if the policies purchased by
customers of your consulting business are more customized and/or complex,

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disclose that fact and explain the differences.
•Explain how brokerage commissions are processed once you receive the total
“contract price.” In this regard, you state that “of the total contract price received, the
amount equal to the premium of the insurance product …is recorded as insurance
premium payable, while the remaining is recorded as revenue for the consulting
service.”
•Explain the extent to which the pricing of the insurance product differs for those on
which you provide consulting services compared to insured products on which you
provide no consulting service.
•Explain how you determine the value and price of your consulting services.
Share-based Compensation, page 90
19.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your ordinary shares leading up to the planned
offering and the midpoint of the estimated offering price range. This information will help
facilitate our review of your accounting for equity issuances, including stock
compensation and beneficial conversion features.
Our Industry, page 96
20.With reference to your disclosures on pages 3 and 99, please revise the Industry section to
identify and explain the PRC government policies and ongoing healthcare reform efforts
that have boosted demand for long-term health and long-term life policies.
Business
Our Strategies
Deepen our cooperative relationships with insurer partners, page 108
21.Please expand your disclosure to discuss the anticipated investment and timeframe
applicable to your plan to optimize transaction processes, including system integration, in-
force policy administration, intelligent underwriting and claims settlement.  Discuss, as
applicable, the compliance efforts and costs necessary to meet regulatory requirements.
Our Insurer Partners, page 115
22.Please revise to expand your discussion of the agreements governing your cooperative
arrangements with insurer partners.  Discuss, as applicable, the scope of services you
typically provide, the respective rights and obligations of the parties, financial terms,
indemnification provisions, and term and termination provisions.
Our product offerings, page 116
23.Please revise the table to also include 2017 data.  In addition, we note that throughout the
prospectus you present other measures, including operating revenues (page 79) and gross

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written premiums (pages 82 and 105) to highlight annual product sales and growth by
product category.  Please consider adding these two measures to the table to provide a
more comprehensive presentation of your product offerings.
24.Please revise to disclose the insured partners who underwrite the long-term health
insurance products that you discuss on pages 116 and 117.  In this regard, we note that
you disclose this information for the short-term health and life insurance products
discussed on page 117.
Branding, Marketing and Sales, page 119
25.Your MD&A disclosure on page 78 indicates that fees to user traffic channels constituted
the largest component of your operating costs and expenses.  In addition, your risk factor
disclosure on page 22 discusses two different business models (CPS and API) employed
by these user traffic channels and highlights regulatory risks related to your past and
current cooperation with these channels.  Given the importance of these user channels to
your business operations, please revise your Business discussion to provide a more
detailed discussion of user traffic channels, including the business models and fee
structures employed, as well as the applicable regulatory environment.
26.Please revise to expand your discussion of product branding.  In this regard, please revise
to discuss the extent to which the products you sell are direct and/or co-branded.  Also tell
us, and revise as applicable, to clarify whether your tailor-made insurance products are
also co-branded.  Also, revise your Summary disclosure to discuss briefly product
branding, and if material, co-branding.
Risk Management and Internal Control, page 121
27.We note your statement that you have adopted policies and procedures to ensure rigorous
risk management and internal controls, as well as your reference to exceptional risk
management on page 123. Please disclose the basis for these disclosures.  In this regard,
we note that you do not discuss the oversight or resources committed to compliance with
these policies and procedures and you cite numerous examples of non-compliance in your
risk factor disclosures.
Intelligent Underwriting, page 122
28.Please revise to clarify whether it is the insured or the insurer who makes underwriting
related queries to your client service representatives. Please also disclose the basis for
your stated belief that your rigorous and effective underwriting process is key to managing
risks for your insurer partners. Discuss, as applicable, whether claims data, profitability
metrics for your insurer partners, or other quantitative measures support the statement.

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Taxation
People's Republic of China Taxation, page 174
29.Based on the disclosure in this section and the Exhibit Index, it is unclear whether
Commerce & Finance Law Offices is providing a "short" or a "long form" opinion and
which of the "certain" PRC tax matters are covered by that opinion.  Please refer to Staff
Legal Bulletin No. 19, Part III and note that we may have comment once Exhibit 8.2 is
filed and the scope of the opinion clarified.

Notes to Consolidated Financial Statements
2. Summary of significant accounting policies
(a) Basis of presentation, page F-12
30.You have identified yourself as an emerging growth company as defined by the Securities
Act.  Please expand your disclosure to include an explicit statement of your decision to
elect