SEC Comment Letter 0000000000-23-013974 to Genetron Holdings Ltd (CIK 0001782594)
Genetron Holdings Ltd (CIK 0001782594)
Date: Dec. 21, 2023 · CIK: 0001782594 · Accession: 0000000000-23-013974
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 21, 2023 Li He, Esq. Partner, Davis Polk & Wardwell LLP 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 Limited Schedule 13E-3 filed November 27, 2023 Filed by Genetron Holdings Limited et al. File No. 005-92048 Dear Li He: 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 disclosure. Please respond to these comments 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. Schedule 13E-3 filed November 27, 2023; Preliminary Proxy Statement filed as Exhibit (a)-(1) Background of the Merger, page 20 1.We note the references to the October 2022 Projections and April 2023 Projections. Please disclose those projections and attach as exhibits to the Schedule 13E-3 any board books presented by Duff & Phelps to the Special Committee in addition to the presentation already filed as Exhibit (C)(2). Transactions in the Shares and ADSs, page 95 2.Please provide additional detail regarding the shares "purchased" by Mr. Xu during the second quarter of 2022 and explain why the price "paid" per share was $0.00.
FirstName LastNameLi He, Esq. Comapany NameGenetron Holdings Limited December 21, 2023 Page 2 FirstName LastName Li He, Esq. Genetron Holdings Limited December 21, 2023 Page 2 Security Ownership of Certain Beneficial Owners and Management of the Company, page 96 3.Please explain the discrepancy between (i) the number of shares reported as owned in the aggregate by the directors and executive officers of the Company and (ii) the sum of the shares individually owned by Messrs. Wang, Yan, and Jiao. General 4.Please confirm, if true, that because the required approval threshold for the merger is two- thirds of votes cast (rather than two-thirds of all outstanding shares), and because the Rollover Shareholders collectively own 59.7% of shares entitled to vote, approval of the merger has already, for practical purposes, been "locked up." 5.Please disclose the Amended and Restated Memorandum of Association and Articles of Association of the Surviving Company. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to David Plattner at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers and Acquisitions cc: Xuelin (Steve) Wang, Esq.
Show Raw Text
United States securities and exchange commission logo
December 21, 2023
Li He, Esq.
Partner, Davis Polk & Wardwell LLP
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 Limited
Schedule 13E-3 filed November 27, 2023
Filed by Genetron Holdings Limited et al.
File No. 005-92048
Dear Li He:
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
disclosure.
Please respond to these comments 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.
Schedule 13E-3 filed November 27, 2023; Preliminary Proxy Statement filed as Exhibit (a)-(1)
Background of the Merger, page 20
1.We note the references to the October 2022 Projections and April 2023 Projections. Please
disclose those projections and attach as exhibits to the Schedule 13E-3 any board books
presented by Duff & Phelps to the Special Committee in addition to the presentation
already filed as Exhibit (C)(2).
Transactions in the Shares and ADSs, page 95
2.Please provide additional detail regarding the shares "purchased" by Mr. Xu during the
second quarter of 2022 and explain why the price "paid" per share was $0.00.
FirstName LastNameLi He, Esq.
Comapany NameGenetron Holdings Limited
December 21, 2023 Page 2
FirstName LastName
Li He, Esq.
Genetron Holdings Limited
December 21, 2023
Page 2
Security Ownership of Certain Beneficial Owners and Management of the Company, page 96
3.Please explain the discrepancy between (i) the number of shares reported as owned in the
aggregate by the directors and executive officers of the Company and (ii) the sum of the
shares individually owned by Messrs. Wang, Yan, and Jiao.
General
4.Please confirm, if true, that because the required approval threshold for the merger is two-
thirds of votes cast (rather than two-thirds of all outstanding shares), and because the
Rollover Shareholders collectively own 59.7% of shares entitled to vote, approval of the
merger has already, for practical purposes, been "locked up."
5.Please disclose the Amended and Restated Memorandum of Association and Articles of
Association of the Surviving Company.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions
cc: Xuelin (Steve) Wang, Esq.