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December 27, 2023
Songlin Song
Chief Executive Officer
Zhengye Biotechnology Holding Limited
No.1 Lianmeng Road, Jilin Economic & Technical Development Zone
Jilin City, Jilin Province, China
Re:Zhengye Biotechnology Holding Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted December 14, 2023
CIK No. 0001975641
Dear Songlin Song:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1.You state you "have filed with the CSRC the filing documents" and that "except for the
Supplementary Material Request issued by the CSRC regarding your planned overseas
listing on September 26, 2023" you and the operating entity have not received any inquiry
regarding your planned overseas listing from the CSRC or any other PRC governmental
authorities. Please update your disclosure to clarify whether you have provided the
Supplementary Material Request or otherwise advise.

 FirstName LastNameSonglin Song
 Comapany NameZhengye Biotechnology Holding Limited
 December 27, 2023 Page 2
 FirstName LastName
Songlin Song
Zhengye Biotechnology Holding Limited
December 27, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Operating expenses, page 65, page 65
2.We acknowledge the information provided in your response to comment 2. Please expand
your discussion of operating expenses to describe and quantify the major costs within each
expense caption and key factors causing changes in these expenses for each period
presented. In particular for research and development expenses, quantify total spending
for each research and development project in your collaboration with the Government of
Jilin Province PRC, as discussed on pages 98-103.
Industry
Analysis of Domestic Top Players' Pet Vaccine Portfolio, page 80
3.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure to include a clear description of the trial structure for project Feline
Rhinotracheitis, Feline Rhino conjunctivitis and Feline Panleukopenia Triple Inactivated
Vaccine.
R&D, page 94
4.We note your response to our prior comment 5. We also note that the memorandum was
signed on April 3, 2018. Please clarify if the termination provisions remained the same
and if the duration of the agreement was extended. If so, please include the updated
duration or otherwise advise.
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant accounting Policies
Research and development expenses, page F-36
5.We acknowledge the information in your response to prior comment 7. Please expand
your disclosure to describe and quantify terms governing your funding commitments to
these third parties, including the estimated commitment amount and duration of the
funding period, as well as terms governing your access to intellectual property developed
under these collaborations. Also, explain the basis for your assertion that "no research
project agreement should be accounted in accordance with ASC 730-20," including how
these collaborations differ from arrangements described in ASC 730-20-05. Refer us to
the technical guidance upon which your relied and revise your disclosure accordingly.
            Please contact Franklin Wyman at 202-551-3660 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with any other
questions.

 FirstName LastNameSonglin Song
 Comapany NameZhengye Biotechnology Holding Limited
 December 27, 2023 Page 3
 FirstName LastName
Songlin Song
Zhengye Biotechnology Holding Limited
December 27, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ying Li, Esq.