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United States securities and exchange commission logo
December 19, 2023
Rui Fang
Chief Executive Officer
Yuanbao Inc.
Building 2 No. 8 Beichen West Road
Chaoyang District, Beijing, 100101
The People's Republic of China
Re:Yuanbao Inc.
Draft Registration Statement on Form F-1
Submitted on November 22, 2023
CIK No. 0001995520
Dear Rui Fang:
            We have reviewed your draft registration statement and have the following comment(s).
            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.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page ii
1.Please clarify here 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. In this regard, we note your disclosure on page 48
that the VIE structure has been adopted by many mainland China-based companies,
including you, to obtain necessary licenses and permits in the industries that are currently
subject to foreign investment restrictions in mainland China.
2.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.

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 December 19, 2023 Page 2
 FirstName LastNameRui Fang
Yuanbao Inc.
December 19, 2023
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Prospectus Summary, page 1
3.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
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 China-based 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 worthless.
4.Please discuss your dual-class stock structure, disclose that Class B shares will be entitled
to 20 votes per share, and clarify whether your controlling shareholders or their affiliates
beneficially own all of your Class B ordinary shares.
Cybersecurity Review, page 9
5.We note your disclosure that as a network platform operator who possesses personal
information of more than one million users, you applied for and completed a cybersecurity
review with respect to your proposed overseas listing pursuant to the Cybersecurity
Review Measures. As it appears that cybersecurity risks are material to your
business, please disclose under another appropriately captioned section the nature of the
board’s role in overseeing your cybersecurity risk management, the manner in which the
board administers this oversight function and any effect this has on the board’s leadership
structure.
Implication of Being a Controlled Company, page 12
6.Please discuss the controlling shareholders' ability to control matters requiring shareholder
approval, including the election of directors, amendment of organizational documents, and
approval of major corporate transactions, such as a change in control, merger,
consolidation, or sale of assets. Also, discuss that the capital structure and/or disparate
voting rights may have anti-takeover effects preventing a change in control transaction
that shareholders might consider in their best interest. Further, clarify whether you plan to
rely on the “controlled company” exemptions from certain corporate governance
requirements. Finally, disclose the percentage of outstanding shares that Class B
shareholders must keep in order to continue to control the outcome of matters submitted to
shareholders for approval.

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 December 19, 2023 Page 3
 FirstName LastNameRui Fang
Yuanbao Inc.
December 19, 2023
Page 3
Conventions that Apply to This Prospectus, page 13
7.We note your disclosure that "China” or the “PRC” refers to the People’s Republic of
China, and only in the context of describing laws, regulations and other legal or tax
matters of mainland China in this prospectus, excludes the Hong Kong Special
Administrative Region, the Macau Special Administrative Region and the Taiwan
Region. 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 and Macau.
8.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.
Financial Information Relating to the VIE, page 18
9.Please revise your disclosure, here and on page F-14, to better describe the operating
activities of the WFOE versus the operating activities of the VIE and VIEs subsidiaries. In
doing so, please identify the revenue generating activities performed by the WFOE versus
the VIE and VIEs subsidiaries as well as the types of expenses recognized by the WFOE
versus the VIE and VIEs subsidiaries.
Risk Factors, page 22
10.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or 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.”
We will be a "controlled company" as defined under the [NYSE/Nasdaq] corporate governance
rules, page 70
11.Please reconcile your disclosure here that Mr. Rui Fang will own more than 50% of your

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 December 19, 2023 Page 4
 FirstName LastNameRui Fang
Yuanbao Inc.
December 19, 2023
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total voting power with your disclosure on page 171 that Mr. Fang currently maintains
voting power over 40.4% of your outstanding ordinary shares. In this regard, please advise
if it anticipated that Mr. Fang will increase his ownership percentage in connection with
this offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics, page 93
12.Given the importance of retention/renewal of existing policies for future growth, please
revise to provide a metric which identifies the number of policies which were renewed in
the year following initial issuance.
Revenue, page 96
13.We note your disclosure on pages 96 and 100 that in order to facilitate offshore financing
and listing, the company carried out a series of corporate restructuring activities in relation
to knowledge sharing services. Please address the following:
•Revise your disclosure to clarify that the restructuring results in the company no
longer operating the knowledge sharing business and only focusing on the insurance
distribution business;
•Revise MD&A to provide the reader with specific detailed information which clearly
addresses the operating results of both the insurance distribution business and the
knowledge sharing business separately;
•Revise your discussion of liquidity and capital resources to address the liquidity and
capital requirements for the insurance distribution business during the periods
presented;
•Tell us how the disposition of the knowledge sharing business in interim 2023 will be
reflected in the historical financial statements upon updating your financial
statements (e.g., discontinued operations).
Revenue, page 99
14.We note your disclosure on page 92 that partnered insurance carriers issue insurance
policies to individual insurance consumers and pay you commission fees based on a
percentage of premiums that they achieve through policies facilitated by you. Please
revise your disclosure here, or elsewhere, to disclose the range of commission fee
percentage and the weighted average commission fee percentage for each period presented
thereby allowing an investor to use this information along with the other key operating
metrics disclosed on page 93 to better understand and evaluate fluctuations in insurance
distribution revenue and any trends that could impact future earnings.
15.We note your disclosure on page 96 that revenue derived from the provision of insurance
distribution and services primarily consists of commissions received from partnered
insurance carriers, which are determined based on a percentage of premiums paid by the
policyholder, and the fees received from insurance carriers for different types of services

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Yuanbao Inc.
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such as technical advisory services, full service consumer cycle engine application and
development, establishment and upgrading of intelligent insurance, and capacity building
for intelligent consumer service.  In order to better understand and evaluate the different
components and key drivers of these revenue streams, please revise your disclosure
throughout the filing, as applicable, to separately quantify and discuss revenue associated
with commissions received from partnered insurance carriers versus service fees.
16.We note your disclosure on page 100 that the increase in insurance distribution and
services revenue is partially attributable to more diversified offerings of insurance
products.  Please revise your disclosure, here or elsewhere, to quantify and describe the
different product offerings available in each period presented in order to allow an investor
to better understand and evaluate how the overall size and mix of product offerings
impacts this revenue stream and any trends that could impact future earnings. In addition,
please address whether these additional offerings of insurance products are being provided
across the board or whether the additional offerings are associated with a limited number
of select insurance carriers.
17.We note your disclosure on page 100 that the increase in insurance distribution and
services revenue is partially attributable to more services provided to insurance carriers.
Please revise your disclosure, here or elsewhere, to quantify and better describe the
different services provided for each period presented accompanied by a discussion of how
the overall size and mix of services provided impacted this revenue stream in the periods
presented and any trends that could impact future earnings.  Please also address whether
these additional services are being provided across the board or whether the additional
services are associated with a limited number of select insurance carriers.
18.We note your disclosure on page 100 that the increase in revenue generated from
knowledge sharing services was primarily due to the expansion of the subscriber base of
your knowledge sharing services. Please revise your disclosure, here or elsewhere, to
quantify the number of subscribers for each period presented so investors can better
understand and evaluate the underling reasons for the fluctuation. In addition, please
enhance this disclosure to discuss the corporate restructuring activities that will result in
the company no longer operating the knowledge sharing business and only focusing on the
insurance distribution business.
Operating Costs and Expenses, page 100
19.We note your disclosure that selling and marketing expenses as a percentage of total
revenue decreased significantly from 134.2% in 2021 to 69.2% in 2022, demonstrating
your enhanced capabilities to leverage technology to improve your consumer acquisition
efficiency.  Please revise to discuss, in more detail, the specific efforts undertaken by the
company to improve the effectiveness of consumer acquisition which resulted in the
decrease in these expenses as a percentage of total revenue and whether this represents a
trend that will impact future earnings.  Please also revise to disclose the nature of the
online borrower acquisition expenses incurred and how these costs are determined in each

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period presented, the reasons for the declines in the online borrower acquisition costs
incurred, and any other key metrics that you use to evaluate the effectiveness of your sales
and marketing programs.
20.Please revise to disclose and provide a discussion of each of the different expense
components which encompass “operations and support”, “research and development” and
“general and administrative expenses” for each of the periods presented.
Description of Share Capital, page 175
21.Please explain how, with your dual-class structure with different voting rights, you will
determine whether more than 50 percent of your outstanding voting securities are owned
of record by U.S. residents for purposes of satisfying the foreign private issuer definition.
Please refer to Securities Act Rule 405, Exchange Act Rule 3b-4, and Securities Act Rules
Compliance and Disclosure Interpretation 203.17.
22.We note that your forum selection provision on page 179 identifies the United States
District Court for the Southern District of New York (or, if the United States District
Court for the Southern District of New York lacks subject matter jurisdiction over a
particular dispute, the state courts in New York County, New York) as the exclusive
forum for certain litigation, including any complaint asserting a cause of action arising out
of or relating in any way to the federal securities laws of the United States. Please dis