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August 10, 2023
Guang Yang
Vice President of Finance
Waterdrop Inc.
Block C, Wangjing Science and Technology Park
No. 2 Lize Zhonger Road
Chaoyang District, Beijing 100102
People’s Republic of China
Re:Waterdrop Inc.
Form 20-F
For the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 001-40376
Dear Guang Yang:
            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 within ten business days 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.
Form 20-F for the Fiscal Year Ended December 31, 2022
General
1.In future filings, please prominently disclose that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with variable interest entities (VIEs)
based in China and that this structure involves unique risks to investors.  If true, disclose
that these contracts have not been tested in court.  Explain whether the
VIE structure is used to provide investors with exposure to foreign investment in China-
based companies, and disclose that investors may never hold equity interests in the
Chinese operating company.  Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in

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Waterdrop Inc.
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your operations and/or a material change in the value of the securities that you are
registering for sale, including that it could cause the value of such securities to
significantly decline of become worthless.  Please include your proposed disclosure in the
response letter.
2.In future filings, please provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you are registering for sale or
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
worthless. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please disclose the location of your auditor’s headquarters and whether and
how the Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company. Please
include your proposed disclosure in your response letter.
3.In future filings, please include Item 16J of Form 20-F or tell us why you do not need to
include this item.  Please include your proposed disclosure in your response letter.
Introduction, page 1
4.In future filings, clearly disclose how you will refer to the holding company, subsidiaries,
and VIEs when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a VIE. For example, disclose, if true, that your
subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest. Please include your proposed disclosure in
your response letter.
5.In future filings, please revise your definition of "China" or "PRC" to remove the
exclusion of Hong Kong and Macau from this definition.  The definition may clarify that
the only time that "China" or the "PRC" does not include Hong Kong or Macau is when
your are referencing specific laws and regulations adopted by the PRC.  If it does, please
revise your disclosure to discuss any commensurate laws or regulations in Hong Kong, if
applicable, and any risks and consequences to the company associated with those
regulations.  Please also disclose in the definition section that the same legal and
operational risks associated with operations in China may also apply to operations in
Hong Kong.  Please confirm your understanding and include your proposed disclosure in

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 Comapany NameWaterdrop Inc.
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Waterdrop Inc.
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your response letter.
Risk Factors
If the PRC government finds that the agreements that establish the structure, page 35
6.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIEs' business operations through contractual agreements
between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIEs. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIEs. 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 VIEs. Accordingly, in future
filings, please refrain from implying that the contractual agreements are equivalent to
equity ownership in the businesses of the VIEs. Any references to control or benefits that
accrue to you because of the VIEs should be limited to a clear description of the
conditions you have satisfied for consolidation of the VIEs under U.S. GAAP.
Additionally, your disclosure should clarify that you are the primary beneficiary of the
VIEs for accounting purposes. Please also disclose in future filings, if true, that the VIE
agreements have not been tested in a court of law.  Please include your proposed
disclosure in your response letter.
The PRC government's significant oversight and discretion over our business operation , page 41
7.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, in future filings please describe any
material impact that intervention or control by the PRC government has or may have on
your business or on the value of your securities.  We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) means “the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise."  Please include your
proposed disclosure in your response letter.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 153
8.We note your statement that you reviewed your register of members and publicly
available documents such as beneficial ownership reports on Schedules 13D or 13G 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).

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 Comapany NameWaterdrop Inc.
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 FirstName LastName
Guang Yang
Waterdrop Inc.
August 10, 2023
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9.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.
10.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for Waterdrop Inc. and, in some cases, its VIEs or the VIEs’ subsidiaries as well. We also
note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong and mainland China 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.
            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.
            You may contact Michael Henderson, Staff Accountant at (202) 551-3364 or Robert
Klein, Accounting Branch Chief at (202) 551-3847 if you have questions regarding comments on
the financial statements and related matters.  Please contact Madeleine Joy Mateo, Staff
Attorney at (202) 957-9365 or Susan Block, Staff Attorney at (202) 551-3210 with any other
questions.  Contact Austin Pattan at (202) 551-6756 or Jennifer Thompson at (202) 551-3737 if
you have any questions about comments related to your status as a Commission-Identified Issuer
during your most recently completed fiscal year.
Sincerely,
Division of Corporation Finance
Office of Finance