SecProbe.io

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 Goldman Sachs (Asia) L.L.C.
 68th Floor, Cheung Kong Center 2 Queen’s Road Central
 Hong Kong Citigroup Global Markets Inc.
 388 Greenwich Street New York, New York 10013
 U.S.A. China International Capital Corporation Hong Kong
Securities Limited 29th Floor, One International Finance Centre
 1 Harbour View Street Central, Hong Kong
 As representatives of the prospective underwriters VIA
EDGAR April 25, 2025 Division of Corporation
Finance Office of Finance U.S. Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Mr. Ben Phippen

  
 Mr. Marc Thomas

  
 Ms. Aisha Adegbuyi

  
 Ms. Susan Block

 Re:
 Yuanbao Inc. (the “Company”) (CIK No. 0001995520)
 Registration Statement on Form F-1, as amended (Registration
 No. 333-282164) Registration Statement on
 Form 8-A (Registration No. 001-42616) Ladies and
Gentlemen: We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 2:00
p.m., Eastern Time on April 29, 2025, or as soon thereafter as is practicable. Pursuant to Rule 460 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended, we wish to advise you that between April 24, 2025 and the date hereof, approximately 180 copies of the preliminary prospectus of the Company dated April 24, 2025 were distributed to prospective
underwriters, dealers, institutional investors and others. We have been advised by the prospective underwriters that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 [ Signature page follows ]

 Very truly yours,

 As representatives of the prospective underwriters

 GOLDMAN SACHS (ASIA) L.L.C.

 (Incorporated in Delaware, U.S.A. with limited liability)

 By:

 /s/ Ken Tang

 Name:

 Ken Tang

 Title:

 Managing Director
 [Signature Page to Underwriters’ Acceleration Request]

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Xinyu Liu

 Name:

 Xinyu Liu

 Title:

 Managing Director
 [Signature Page to Underwriters’ Acceleration Request]

 Very truly yours,

 CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

 By:

 /s/ Laura Zhong

 Name:

 Laura Zhong

 Title:

 Executive Director
 [Signature Page to Underwriters’ Acceleration Request]

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 April 25, 2025
 VIA EDGAR Ben Phippen
 Marc Thomas Aisha Adegbuyi
 Susan Block Division of Corporation Finance
 Office of Finance Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Yuanbao Inc. (CIK No. 0001995520)
 Registration Statement on Form F-1 (File No. 333-282164)
 Registration Statement on Form 8-A (File No. 001-42616)
 Dear Ladies and Gentlemen: Pursuant to Rule 461
of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Yuanbao Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 2:00
p.m., Eastern Time on April 29, 2025, or as soon thereafter as practicable. The Company also requests that the Registration Statement on
Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the
“Registration Statements”). If there is any change in the acceleration request set forth above, the Company will promptly
notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of
the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP. The Company understands
that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.
 [ Signature page follows ]

 Very truly yours,

 Yuanbao Inc.

 By:

 /s/ Rui Fang

 Name:

 Rui Fang

 Title:

 Chairman of the Board and Chief Executive Officer
 [ Signature Page to Issuer Acceleration Request ]

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 58th Floor, China World Tower A
 No.1 Jian Guo Men Wai Avenue
 Beijing 100004, P.R. China
 Telephone: +8610 5737 9300
 Facsimile: +8610 5737 9301
 www.kirkland.com April 24, 2025
 CONFIDENTIAL Ben Phippen
 Marc Thomas Aisha Adegbuyi
 Susan Block Division of Corporation Finance
 Office of Finance Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Yuanbao Inc.

  
 Registration Statement on Form F-1 (File No. 333-282164) Dear Mr. Phippen, Mr. Thomas, Ms. Adegbuyi, Ms. Block:
 On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“ Company ”), we are filing herewith Amendment No. 3 to the Company’s registration statement on Form F-1 (the “ Registration Statement ”) containing a
preliminary prospectus with the estimated offering size and a price range and certain exhibits via EDGAR with the Securities and Exchange Commission (the “ Commission ”).
 The Company respectfully advises the staff of the Commission (the “ Staff ”) that the Company plans to commence the road show
for the proposed offering on or about April 25, 2025. and seeks to request that the Staff declare the effectiveness of the Registration Statement on or about April 29, 2025. The Company, together with the underwriters, plan to file joint
acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for the offering.
 * * * If you
have any questions regarding this letter, please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610 5737 9323 (work) or +852 6807 7708 (cell).
 Thank you for your time and attention.

 Very truly yours,

 /s/ Justin You Zhou

 Justin You Zhou
 Enclosure

 Division of Corporation Finance Office of
Finance Securities and Exchange Commission April 24, 2025
 Page 2

 CONFIDENTIAL

 c.c.
 Rui Fang, Chairman of the Board and Chief Executive Officer

  
 Huirui Wan, Chief Financial Officer

  
 Mengyu Lu, Esq., Partner, Kirkland & Ellis International LLP

  
 Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP

  
 Benjamin Su, Esq., Partner, Latham & Watkins LLP

  
 Daying Zhang, Esq., Partner, Latham & Watkins LLP

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 58th Floor, China World Tower A
 No.1 Jian Guo Men Wai Avenue
 Beijing 100004, P.R. China
 Telephone: +8610 5737 9300
 Facsimile: +8610 5737 9301
 www.kirkland.com March 17, 2025
 CONFIDENTIAL Ben Phippen
 Marc Thomas John Stickel
 Susan Block Division of Corporation Finance
 Office of Finance Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Yuanbao Inc.
 Amendment No.1 to Registration Statement on Form F-1
 Filed November 6, 2024
 File No. 333-282164
 Dear Mr. Phippen, Mr. Thomas, Mr. Stickel, Ms. Block:
 On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“ Company ”), we are submitting to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated December 9, 2024 on the Company’s amendment to registration statement on Form F-1 filed on November 6, 2024 relating to a proposed initial
public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “ Registration Statement ”).
 Concurrently with the submission of this letter, the Company is submitting its revised draft registration statement on Form F-1 (the “ Revised Draft Registration Statement ”) and certain exhibits thereto via EDGAR to the Commission for confidential review in accordance with the procedures of the Commission.
 The Company has responded to all of the Staff’s comments by revising the Draft Registration Statement to address the comments, or by
providing an explanation if the Company has not so revised the Draft Registration Statement. The Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page

 Austin 
Bay Area  Boston  Brussels  Chicago  Dallas  Frankfurt  Hong Kong  Houston  London  Los Angeles  Miami  Munich  New York  Paris  Riyadh
 Salt Lake City  Shanghai Washington, D.C.

 Division of Corporation Finance Office of
Finance Securities and Exchange Commission March 17, 2025
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 2

 CONFIDENTIAL

references to the Revised Draft Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the
Revised Draft Registration Statement. Amendment No.1 to Form F-1 filed November 6, 2024
 Risk Factors PRC regulatory authorities have imposed
penalties, including a six-month suspension, page 47

 1.
 We note your disclosure here that the penalties include a six-month
suspension of certain of PwC Zhong Tian’s business operations in the PRC. It appears that as a result of the suspension, PwC Zhong Tian is not in good standing. Please refer to Rule 2-01 of Regulation S-X. An accountant that is not in good standing is not qualified to sign a consent that is filed with the Commission. Also, it appears that the financial information included in this registration statement for the
nine-months ended September 30, 2024 was reviewed by an accountant that is not in good standing. Please revise to comply with the requirements of Regulation S-X or advise.
 The Company respectfully advises the Staff that PwC Zhong Tian informed the Company that the six-month
suspension of certain of PwC Zhong Tian’s business operations in the People’s Republic of China (the “PRC”) has concluded. PwC Zhong Tian is duly registered and in good standing under the laws of the PRC.
 The PRC government’s significant oversight, page 59

 2.
 Please revise to remove the language “in extreme cases” in the second sentence in this risk
factor, when describing situations when the value of your securities may decline or become worthless. In response to
the Staff’s comment, the Company has amended the disclosure on page 60 of the Revised Draft Registration Statement.

 Division of Corporation Finance Office of
Finance Securities and Exchange Commission March 17, 2025
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 3

 CONFIDENTIAL
 * * *
 If you have any questions regarding this letter, please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610 5737 9323 (work) or
+852 6807 7708 (cell). Thank you for your time and attention.
 Very truly yours, /s/
Justin You Zhou     Justin You Zhou
 Enclosure

 c.c.
 Rui Fang, Chairman of the Board and Chief Executive Officer
 Huirui Wan, Chief Financial Officer
 Mengyu Lu, Esq., Partner, Kirkland & Ellis International LLP
 Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP
 Benjamin Su, Esq., Partner, Latham & Watkins LLP
 Daying Zhang, Esq., Partner, Latham & Watkins LLP

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 58th Floor, China World Tower A

No.1 Jian Guo Men Wai Avenue

Beijing 100004, P.R. China

Telephone: +8610 5737 9300

Facsimile: +8610 5737 9301

www.kirkland.com

 January 14, 2025

 CONFIDENTIAL

 Ben Phippen

Marc Thomas

 John Stickel

Susan Block

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Yuanbao Inc.

Amendment No.1 to Registration Statement on Form F-1

Filed November 6, 2024

File No. 333-282164

Dear Mr. Phippen, Mr. Thomas, Mr. Stickel, Ms. Block:

On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated December 9, 2024 on the Company’s amendment to registration statement on Form F-1 filed on November 6, 2024 relating to a proposed initial
public offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Registration Statement”).

The Company has responded to all of the Staff’s comments by providing explanations herein. The Staff’s comments are repeated below
in bold and followed by the Company’s response.

 Austin Bay
Area Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich
New York Paris Riyadh Salt Lake City Shanghai Washington, D.C.

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 January 14,
2025

 Page 2

CONFIDENTIAL

 Amendment No.1 to Form F-1 filed November 6, 2024

Risk Factors

 PRC regulatory authorities have imposed
penalties, including a six-month suspension, page 47

1.
 We note your disclosure here that the penalties include a six-month
suspension of certain of PwC Zhong Tian’s business operations in the PRC. It appears that as a result of the suspension, PwC Zhong Tian is not in good standing. Please refer to Rule 2-01 of Regulation S-X. An accountant that is not in good standing is not qualified to sign a consent that is filed with the Commission. Also, it appears that the financial information included in this registration statement for the
nine-months ended September 30, 2024 was reviewed by an accountant that is not in good standing. Please revise to comply with the requirements of Regulation S-X or advise.

The Company respectfully advises the Staff that PwC Zhong Tian has notified the Company that PwC Zhong Tian is, and continues to be, in good
standing based on its verbal communication with the relevant PRC regulators. PwC Zhong Tian also verbally confirmed its ability to provide consent for the prior public filings of the Registration Statement with the relevant PRC regulators.
Nevertheless, the Company has decided to defer the next public filing until after March 13, 2025, when the suspension on PwC Zhong Tian is lifted.

The PRC government’s significant oversight, page 59

2.
 Please revise to remove the language “in extreme cases” in the second sentence in this risk
factor, when describing situations when the value of your securities may decline or become worthless.

 In response to
the Staff’s comment, the Company will remove the language “in extreme cases” in the next public filing of the amendment to Registration Statement.

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 January 14,
2025

 Page 3

CONFIDENTIAL

 * * *

If you have any questions regarding this letter, please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610 5737 9323 (work) or
+852 6807 7708 (cell).

 Thank you for your time and attention.

Very truly yours,

/s/ Justin You Zhou

Justin You Zhou

 Enclosure

c.c.
 Rui Fang, Chairman of the Board and Chief Executive Officer

Huirui Wan, Chief Financial Officer

Mengyu Lu, Esq., Partner, Kirkland & Ellis International LLP

Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP

Benjamin Su, Esq., Partner, Latham & Watkins LLP

Daying Zhang, Esq., Partner, Latham & Watkins LLP

December 9, 2024
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.
Amendment No. 1 to Registration Statement on Form F-1
Filed November 6, 2024
File No. 333-282164
Dear Rui Fang:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Form S-1 filed November 6, 2024
Risk Factors
PRC regulatory authorities have imposed penalties, including a six-month suspension, page
47
1.We note your disclosure here that the penalties include a six-month suspension of
certain of PwC Zhong Tian's business operations in the PRC. It appears that as a result
of the suspension, PwC Zhong Tian is not in good standing. Please refer to Rule 2-01
of Regulation S-X. An accountant that is not in good standing is not qualified to sign a
consent that is filed with the Commission. Also, it appears that the financial
information included in this registration statement for the nine-months ended
September 30, 2024 was reviewed by an accountant that is not in good
standing. Please revise to comply with the requirements of Regulation S-X or advise.

December 9, 2024
Page 2
The PRC government's significant oversight, page 59
2.Please revise to remove the language "in extreme cases" in the second sentence in this
risk factor, when describing situations when the value of your securities may decline
or become worthless.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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 58th Floor, China World Tower A

No.1 Jian Guo Men Wai Avenue

Beijing 100004, P.R. China

Telephone: +8610 5737 9300

Facsimile: +8610 5737 9301

www.kirkland.com

November 6, 2024

 CONFIDENTIAL

Ben Phippen

 Marc Thomas

John Stickel

 Susan Block

Division of Corporation Finance

 Office of Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Yuanbao Inc.

Registration Statement on Form F-1

Filed September 16, 2024CIK No. 0001995520

Dear Mr. Phippen, Mr. Thomas, Mr. Stickel, Ms. Block:

On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated October 21, 2024 on the Company’s registration statement on Form F-1 filed on September 16, 2024 relating to a proposed initial public
offering in the American Depositary Shares, representing the Company’s ordinary shares (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its amendment to
registration statement on Form F-1 (the “Amendment No. 1 to the Registration Statement”) and certain exhibits thereto via EDGAR to the Commission for
review in accordance with the procedures of the Commission. Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amendment No. 1 to the Registration
Statement, marked to show changes to the Registration Statement, and two courtesy copies of the submitted exhibits.

 The Company has
responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as
requested. The Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page references to the Amendment No. 1 to the Registration Statement where the language addressing a particular
comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 1 to the Registration Statement.

 Austin Bay Area
Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris Riyadh Salt Lake City Shanghai Washington, D.C.

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 November 6,
2024

  Page
 2

 CONFIDENTIAL

 In addition to adding and revising disclosure in response to the Staff’s comments, the
Company has also included (i) its unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2024 and comparable financial information for the same period in 2023 and (ii) other information
and data reflecting recent developments.

 Form F-1 filed September 16, 2024

General

1.
 In light of the six-month suspension of your auditor,
PricewaterhouseCoopers Zhong Tian LLP (“PwC China”), by applicable Chinese authorities, please tell us how it may impact your filing and your plans moving forward in light of any developments, including whether the company is planning to
continue using the audited financial statements and consent currently included in the registration statement, or what alternative plans are being made. For example, it is unclear what alternative plans are being considered and whether they may
require authorization by the CSRC. Please continue to update us as applicable.

 The Company respectfully advises the
Staff, with additional details provided below in its responses to comments 2 and 4, that PricewaterhouseCoopers Zhong Tian LLP (“PwC Zhong Tian”) will continue to serve as its auditor.

Risk Factors, page 29

2.
 We note your disclosure on page 46 related to risks stemming from service providers that may be subject to
regulatory penalties or suspension or found in violation of any applicable rules and regulations. Please add a separately captioned risk factor discussing the fact that China’s finance ministry and securities regulator recently imposed a six-month suspension on your auditor, PricewaterhouseCoopers Zhong Tian LLP (“PwC China”). In addition, clarify and discuss the scope of the suspension, including:

•

 the specific dates of the suspension;

•

 if the suspension impacts your ability to consult with the auditor during the
six- month period;

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 November 6,
2024

  Page
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 CONFIDENTIAL

•

 if the suspension is expected to have any impact on your ability to make timely Exchange Act filings that
require audits, such as your next 20-F;

•

 whether the suspension is limited to PwC China or also impacts PricewaterhouseCoopers LLP, the firm listed on
the consent filed as exhibit 23.1, or other affiliated entities, such as PwC Hong Kong;

•

 whether there is a possibility the duration of the suspension could be extended beyond six-months or additional suspensions could be imposed on your auditor or its affiliate entities, and

•

 other potential consequences of the suspension that are reasonably likely to have a material, adverse impact
on you.

 In response to the Staff’s comment, the Company has included additional risk disclosure on page 47 of
the Amendment No. 1 to the Registration Statement. The Company also respectfully sets forth in the table below its responses to the Staff’s other requests in this comment:

Request: the specific dates of the suspension;

Response: On September 13, 2024, the Ministry of Finance of the People’s Republic of China (the “MoF”) and the China Securities
Regulatory Commission (collectively referred to as “China regulators”) published the administrative penalties related to PwC Zhong Tian. Among others, the MoF imposed on PwC Zhong Tian a
six-month suspension of certain of its business operations in mainland China under the Certified Public Accountants Law of the PRC (the “PRC CPA Law”). The CSRC itself did not
impose a separate suspension on PwC Zhong Tian.

Request: if the suspension impacts your ability to consult with the auditor during the six month period;

 Response: The Company has not encountered any issues in its consultations with PwC Zhong
Tian and based on this, the Company does not believe the suspension will impact its ability to consult with PwC Zhong Tian during the six-month period.

Request: if the suspension is expected to have any impact on your ability to make timely Exchange Act filings that require audits, such as your next 20-F;

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 November 6,
2024

  Page
 4

 CONFIDENTIAL

 Response: The administrative
penalties are not expected to impact PwC Zhong Tian’s ability to timely issue the audit report under PCAOB auditing standards on the Company’s financial statements as of and for the year ending December 31, 2024, which will be
included in the Form 20-F to be filed by the Company by April 30, 2025 after the suspension is lifted.

 Request: whether the suspension
is limited to PwC ZT or also impacts PricewaterhouseCoopers LLP, the firm listed on the consent filed as exhibit 23.1, or other affiliated entities, such as PwC Hong Kong;

 Response: The suspension is limited to PwC Zhong Tian and does not extend to any other
PwC legal entities.

 Request: whether there is a
possibility the duration of the suspension could be extended beyond six-months or additional suspensions could be imposed on your auditor or its affiliate entities, and

 Response: The administrative penalties published by Chinese authorities do not indicate
that the suspension would be extended beyond six-months or any additional suspension would be imposed. Neither PwC Zhong Tian nor the Company is aware of any indication that the suspension would be extended
beyond six-months or any additional suspension would be imposed.

Request: other potential consequences of the suspension that are reasonably likely to have a material, adverse impact on you.

 Response: The Company is not aware of any other potential consequences of the suspension
that are reasonably likely to have a material, adverse impact on it. Please refer to the newly added risk disclosure on page 47 of the Amendment No. 1 to the Registration Statement for details.

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 November 6,
2024

  Page
 5

 CONFIDENTIAL

 Description of Share Capital, page 202

3.
 We note that you removed disclosure related to an exclusive forum provision from this section, while
retaining bracketed disclosure about the risks stemming from the deposit agreement, including an exclusive forum provision beginning on page 86. Please provide disclosure about any exclusive forum provisions in your governing documents here or in
another appropriate section. Please ensure that such disclosure clarifies whether the provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would
enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does
not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.

 In response to the
Staff’s comment, the Company respectfully submits that its post-IPO memorandum and articles of association does not include an exclusive forum provision, which complies with Cayman corporate laws.

Experts, page 246

4.
 We note the recent six-month business suspension imposed on your
auditor, PricewaterhouseCoopers Zhong Tian LLP, by the Ministry of Finance in China.

 Please provide us with an
analysis explaining how this suspension impacts your auditor’s ability to provide an updated consent signed by PricewaterhouseCoopers Zhong Tian LLP or their ability to perform any other auditor-related work in connection with this registration
statement during the period of suspension.

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 November 6,
2024

  Page
 6

 CONFIDENTIAL

 The Company respectfully advises the Staff that it will separately submit its responses to
this comment to the Staff on a confidential and supplemental basis.

 Exhibit Index

Exhibit 23.1, page II-4

5.
 We note your disclosure on page 246 that the financial statements included in the Prospectus have been so
included in reliance on the report of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm, given the authority of said firm as experts in auditing and accounting. We also note that the audit report on page F-2 is signed by PricewaterhouseCoopers Zhong Tian LLP and that the exhibit index on page II-4 indicates the consent is provided by this same accounting firm. However, the
consent filed as exhibit 23.1 is signed by PricewaterhouseCoopers LLP. Please explain the relationship between these two entities and how you determined it was appropriate for PricewaterhouseCoopers LLP to consent to a report that was issued by
PricewaterhouseCoopers Zhong Tian LLP.

 In response to the Staff’s comment, the Company respectfully submits
that the consent filed as exhibit 23.1 included a clerical error which showed the consent was signed by PricewaterhouseCoopers LLP. The correct signatory is PwC Zhong Tian. The Company has included in the Amendment No.1 to the Registration Statement
the updated consent signed by PwC Zhong Tian as the new exhibit 23.1.

6.
 We note that the consent filed as exhibit 23.1 is signed by PricewaterhouseCoopers LLP located in Beijing,
the People’s Republic of China. According to the PCAOB’s list of registered accounting firms, we were unable to identify a firm with this name at this location. Please explain this apparent inconsistency and revise as necessary.

 In response to the Staff’s comment, the Company respectfully submits that the consent filed as exhibit 23.1
included a clerical error which showed the consent was signed by PricewaterhouseCoopers LLP. The correct signatory is PwC Zhong Tian. The Company has filed an updated consent signed by PwC Zhong Tian.

* * *

 Division of Corporation Finance

 Office of
Finance

 Securities and Exchange Commission

 November 6,
2024

  Page
 7

 CONFIDENTIAL

 If you have any questions regarding the Amendment No. 1 to the Registration Statement,
please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610 5737 9323 (work) or +852 6807 7708 (cell).

 Thank you for your
time and attention.

 Very truly yours,

/s/ Justin You Zhou    

Justin You Zhou

 Enclosure

c.c.
 Rui Fang, Chairman of the Board and Chief Executive Officer

Huirui Wan, Chief Financial Officer

Mengyu Lu, Esq., Partner, Kirkland & Ellis International LLP

Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP

Benjamin Su, Esq., Partner, Latham & Watkins LLP

Daying Zhang, Esq., Partner, Latham & Watkins LLP

October 21, 2024
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.
Registration Statement on Form F-1
Filed September 16, 2024
File No. 333-282164
Dear Rui Fang:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1 filed September 16, 2024
General
1.In light of the six-month suspension of your auditor, PricewaterhouseCoopers Zhong
Tian LLP ("PwC China"), by applicable Chinese authorities , please tell us how it may
impact your filing and your plans moving forward in light of any developments,
including whether the company is planning to continue using the audited financial
statements and consent currently included in the registration statement, or what
alternative plans are being made. For example, it is unclear what alternative plans are
being considered and whether they may require authorization by the CSRC. Please
continue to update us as applicable.

October 21, 2024
Page 2
Risk Factors, page 29
2.We note your disclosure on page 46 related to risks stemming from service providers
that may be subject to regulatory penalties or suspension or found in violation of any
applicable rules and regulations. Please add a separately captioned risk factor
discussing the fact that China's finance ministry and securities regulator recently
imposed a six-month suspension on your auditor, PricewaterhouseCoopers Zhong
Tian LLP ("PwC China"). In addition, clarify and discuss the scope of the suspension,
including:
•the specific dates of the suspension;
•if the suspension impacts your ability to consult with the auditor during the six-
month period;
•if the suspension is expected to have any impact on your ability to make timely
Exchange Act filings that require audits, such as your next 20-F;
•whether the suspension is limited to PwC China or also impacts
PricewaterhouseCoopers LLP, the firm listed on the consent filed as exhibit 23.1,
or other affiliated entities, such as PwC Hong Kong;
•whether there is a possibility the duration of the suspension could be extended
beyond six-months or additional suspensions could be imposed on your auditor or
its affiliate entities, and
•other potential consequences of the suspension that are reasonably likely to have a
material, adverse impact on you.
Description of Share Capital, page 202
3.We note that you removed disclosure related to an exclusive forum provision from
this section, while retaining bracketed disclosure about the risks stemming from the
deposit agreement, including an exclusive forum provision beginning on page 86.
Please provide disclosure about any exclusive forum provisions in your governing
documents here or in another appropriate section. Please ensure that such disclosure
clarifies whether the provision applies to actions arising under the Securities Act or
Exchange Act. If so, please also state that there is uncertainty as to whether a court
would enforce such provision. If the provision applies to Securities Act claims, please
also state that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
Experts, page 246
We note the recent six-month business suspension imposed on your auditor,
PricewaterhouseCoopers Zhong Tian LLP, by the Ministry of Finance in China. 4.

October 21, 2024
Page 3
Please provide us with an analysis explaining how this suspension impacts your
auditor’s ability to provide an updated consent signed by PricewaterhouseCoopers
Zhong Tian LLP or their ability to perform any other auditor-related work in
connection with this registration statement during the period of suspension.
Exhibit Index
Exhibit 23.1, page II-4
5.We note your disclosure on page 246 that the financial statements included in the
Prospectus have been so included in reliance on the report of PricewaterhouseCoopers
Zhong Tian LLP, an independent registered public accounting firm, given the
authority of said firm as experts in auditing and accounting. We also note that the
audit report on page F-2 is signed by PricewaterhouseCoopers Zhong Tian LLP and
that the exhibit index on page II-4 indicates the consent is provided by this same
accounting firm. However, the consent filed as exhibit 23.1 is signed by
PricewaterhouseCoopers LLP. Please explain the relationship between these two
entities and how you determined it was appropriate for PricewaterhouseCoopers LLP
to consent to a report that was issued by PricewaterhouseCoopers Zhong Tian LLP.
6.We note that the consent filed as exhibit 23.1 is signed by PricewaterhouseCoopers
LLP located in Beijing, the People’s Republic of China. According to the PCAOB’s
list of registered accounting firms, we were unable to identify a firm with this name at
this location. Please explain this apparent inconsistency and revise as necessary.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 58th Floor, China World Tower A

No.1 Jian Guo Men Wai Avenue

Beijing 100004, P.R. China

Telephone: +8610 5737 9300

Facsimile: +8610 5737 9301

www.kirkland.com

 Ben Phippen

Marc Thomas

 John Stickel

Susan Block

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100F Street, N.E.

 Washington, D.C. 20549

Re:
 Yuanbao Inc. (CIK No. 0001995520)

 
 Registration Statement on Form F-1

Dear Mr. Phippen, Mr. Thomas, Mr. Stickel, and Ms. Block,

On behalf of our client, Yuanbao Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the
Securities and Exchange Commission (the “Commission”).

 Pursuant to the Jumpstart Our Business Startups Act, as
amended (the “JOBS Act”), the Company is, concurrently with the filing of the Registration Statement, also filing the draft registration statement and all amendments thereto that were previously submitted for the non-public review of the staff (the “Staff”) of the Commission.

 The Company
plans to file an amendment to the Registration Statement containing the estimated price range and offering size, and to launch the road show no earlier than 15 days after the date hereof. The Company would appreciate the Staff’s timely
assistance and support to the Company in meeting the proposed timetable for the offering.

 * * *

If you have any questions regarding the Registration Statement, please contact me at Justin You Zhou at justin.zhou@kirkland.com, +8610
5737 9323 (work) or +852 6807 7708 (cell).

 Thank you for your time and attention.

Licensed foreign lawyers only

Austin Bay Area Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich New York Paris
Riyadh Salt Lake City Shanghai Washington, D.C.

 U.S. Securities and Exchange Commission

September 16, 2024

 Page 2

Very truly yours,

 /s/ Justin You Zhou

Justin You Zhou

 U.S. Securities and Exchange Commission

September 16, 2024

 Page 3

 Enclosure

c.c.

Rui Fang, Chairman of the Board and Chief Executive Officer

Huirui Wan, Chief Financial Officer

Mengyu Lu, Esq., Partner, Kirkland & Ellis International LLP

Jing Hu, Partner, PricewaterhouseCoopers Zhong Tian LLP

Benjamin Su, Esq., Partner, Latham & Watkins LLP

Daying Zhang, Esq., Partner, Latham & Watkins LLP

United States securities and exchange commission logo
April 24, 2024
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.
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted on April 10, 2024
CIK No. 0001995520
Dear Rui Fang:
            We have reviewed your amended draft registration statement and have the following
comment.
            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. Unless we note otherwise, any references to prior comments are to comments in our
March 29, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
General
1.We note that in various places throughout the filing you have removed the terms
"uncertainty" or "uncertainties" when discussing the potential future actions by the PRC
government, being based in or having the PRC Operating Entities’ operations primarily in
mainland China, interpretation and enforcement of relevant laws and regulations, and the
procedures and requisite timing for the overseas securities regulatory agencies to conduct
investigations and collect evidence within the territory of mainland China. For example,
we note your revised disclosure under "Contractual Arrangements and Corporate

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 April 24, 2024 Page 2
 FirstName LastName
Rui Fang
Yuanbao Inc.
April 24, 2024
Page 2
Structure," at page 8, and similarly removed "uncertainty" or "uncertainties," in this recent
amendment at pages 29, 36, 55, 58, 67, and 71. Please revise to reinstate the prior
language clarifying the existence of such uncertainties throughout the document, as
applicable.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 29, 2024
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.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted on March 15, 2024
CIK No. 0001995520
Dear Rui Fang:
            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. Unless we note otherwise, any references to prior comments are to comments in our
March 1, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Conventions that Apply to This Prospectus, page 14
1.We note your response to prior comment 2 and reissue. While we note the changes made
throughout in an effort to clarify when disclosure relates to Affiliated Entities or PRC
Operating Entities, the disclosure on page 15 continues to indicate that “we,” “us,” “our
company,” “our” or “Yuanbao” “also includes the VIE and its respective subsidiaries” in
the context of describing your business operations. Please refrain from using terms such as
“we” or “our” when describing activities or functions of a VIE. Please revise to clearly
disclose how you will refer to the holding company, subsidiaries, and VIEs when

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 March 29, 2024 Page 2
 FirstName LastNameRui Fang
Yuanbao Inc.
March 29, 2024
Page 2
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.
Revenue, page 109
2.We note your response to comment 6, including your proposed revised disclosures setting
forth the breakdown of insurance distribution services revenue by category of insurance
products and by short-term insurance and long-term insurance. Please revise your
disclosure accompanying this breakdown of revenue to include explanations of the key
drivers of fluctuations in overall insurance distribution services revenue, as well as the
revenue associated with each of the different insurance products, and any known trends
that are likely to impact future earnings.
3.We note your response to comment 6 that insurance distribution services revenue totaled
RMB208,342,000 and RMB334,255,000 for the fiscal years ended December 31, 2021
and 2022, respectively. We also note your disclosure on page 23 that the VIE and its
subsidiaries, which are primarily engaged in and generate revenue from the provision for
insurance distribution services to its partnered insurance carriers had revenue totaling
RMB214,669,000 and RMB438,353,000 for the fiscal years ended December 31, 2021
and 2022, respectively. Please tell us, and revise your filing to explain, the underlying
reasons for the difference in revenue from insurance distribution services included in the
breakdown of insurance distribution revenue by category of insurance products and that
reported for your VIE and its subsidiaries on page 23.
4.We note your response to comment 7, including your proposed revised disclosures setting
forth the breakdown of other services contracts executed with partnered insurance carriers.
Please revise your disclosure accompanying this breakdown of revenue to include
explanations of the key drivers of fluctuations in overall other services revenue, as well as
the revenue associated with both precise marketing services, analytics services, and other
system services, and any known trends that are likely to impact future earnings. In
addition, please revise your disclosure to include an enhanced description of the precise
marketing services and analytics services similar to that provided in your response to
comment 4.
5.We note your response to comment 7 that other services (system services) revenue totaled
RMB174,084,000 and RMB515,560,000 for the fiscal years ended December 31, 2021
and 2022, respectively. We also note your disclosure on page 23 that the WFOE and its
subsidiary, which are primarily engaged in the provision of other services to its partnered
insurance carriers had revenue totaling RMB170,773,000 and RMB411,897,000 for the
fiscal years ended December 31, 2021 and 2022, respectively. Please tell us, and revise
your filing to explain, the underlying reasons for the difference in revenue from other
services (system services) included in the breakdown of other services revenue by type of
service and that reported for your WFOE and its subsidiary on page 23.

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 March 29, 2024 Page 3
 FirstName LastName
Rui Fang
Yuanbao Inc.
March 29, 2024
Page 3
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
p) Revenue recognition, page F-21
6.We note your response to comment 4. Your revenue recognition policy disclosures
indicate that the contract combination criteria under ASC 606-10-25-9 are not met and
therefore, insurance distribution contracts and other services (system services) contracts
are not combined. Please revise the financial statements and all other relevant disclosures
throughout the document to separately present the revenues from insurance distribution
services and “other services” separately. Refer to ASC 606-10-50-5.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 1, 2024
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.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted on February 16, 2024
CIK No. 0001995520
Dear Rui Fang:
            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. Unless we note otherwise, any references to prior comments are to comments in our
February 1, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Conventions that Apply to This Prospectus, page 14
1.We note your response to our prior comment 3 and reissue. Since you have a subsidiary
located in Hong Kong, it appears it could be subject to the laws and regulations of Hong
Kong regardless of whether it has operations or serves an intermediate holding function.
As such, to the extent any mainland China laws and regulations are not applicable to this
subsidiary, 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 laws and regulations. Alternatively, clarify that the “legal and operational”

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 March 1, 2024 Page 2
 FirstName LastNameRui Fang
Yuanbao Inc.
March 1, 2024
Page 2
risks associated with operating in China also apply to subsidiaries in Hong Kong.
2.We note your response to our prior comment 4 and reissue. We note your proposed
disclosure that “we,” “us,” “our company,” “our” or “Yuanbao” refers to Yuanbao Inc.
and its subsidiaries, and, "also includes the VIE and its respective subsidiaries." Please
refrain from using terms such as “we” or “our” when describing activities or functions of a
VIE. 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.
We will be a "controlled company" as defined under the [NYSE/Nasdaq] corporate governance
rules, page 79
3.We note your response to prior comment 5. Please revise your disclosure here, in the
prospectus summary, and wherever appropriate throughout, to clarify that Mr. Rui Fang's
voting power will increase from 40.4% to more than 50% as a result of your adopting a
dual-class share structure and his holding the Class B shares upon the completion of this
offering.
Overview, page 102
4.We note your response to comments 6 and 10. Please provide us with your accounting
analysis for each of the five steps under ASC 606 for revenue recognition for both the
“insurance distribution services” and “other services” provided. Please address in your
analysis, but do not limit it to, the bullet points below. Cite the specific authoritative
literature considered in your response.
•Provide an explanation of the contractual terms of your arrangements, identifying all
promised goods and services to be provided and the related payment terms. As part of
your explanation, clearly identify who performs the promised goods or services, and
specify which entities are involved in these executed contracts.
•Identify and explain your determination of the performance obligations in the
contract. As part of your response, explain if you have combined two or more
contracts into a single contract or multiple promised goods or services into a single
performance obligation. Refer to ASC 606-10-25-9 and 606-10-25-14 through 15.
•Provide us with an analysis explaining your consideration of whether the "insurance
distribution services" and "other services" are distinct goods or services. Refer to
ASC 606-10-25-19 through 22.
5.We note your disclosure beginning on page 102 that since the Company’s inception,
partnered insurance carriers in general enter into both distribution service contracts and
other service contracts with the Company. Please revise your disclosure to quantify the
percentage of partnered insurance carriers that have entered into both distribution and
service contracts with the Company.

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 March 1, 2024 Page 3
 FirstName LastName
Rui Fang
Yuanbao Inc.
March 1, 2024
Page 3
Revenues, page 107
6.We note your response to comment 8. Please revise to include a table setting forth the
breakdown of insurance distribution revenue by category of insurance products (i.e.,
medical insurance, critical illness insurance and life insurance and others), both in
absolute amounts and as percentages of the total amounts, for all periods presented. In
addition, please revise to include a table setting forth the breakdown of insurance
distribution revenue by short-term insurance and long-term insurance.
7.Please revise to separately disclose, in tabular format, the different types of revenues
earned under the “other services” contracts executed with the partnered insurance carriers
during each of the periods presented.
Selling and marketing expenses, page 109
8.We note your response to comment 10. Please revise to address, in more detail, the nature
and terms of the cooperation agreements with the third-party user traffic channels.
Note 2. Significant Accounting Policies
Note p). Revenue Recognition
Contract Liabilities, page F-22
9.Please revise to separately discuss each of the specific activities which resulted in the
recognition of contract liabilities during the periods presented, as it relates to both
insurance distribution and other services. Also, revise to disclose the contract liabilities
applicable to insurance distribution and other services separately for the periods presented.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
February 1, 2024
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.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted on January 17, 2024
CIK No. 0001995520
Dear Rui Fang:
            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. Unless we note otherwise, any references to prior comments are to comments in our
December 19, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Overview, page 1
1.Please refer to the fifth paragraph in this section.  Please balance the disclosure in that
paragraph by including your revenue and net income or net loss for fiscal years ended
2021 and 2022, as well as for the revenue and net income or net loss for the nine months
ended September 30, 2022 and 2023.
Implication of Being a Controlled Company, page 13
2.We note your response to prior comment 6 and reissue in part. Please clarify here whether

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 February 1, 2024 Page 2
 FirstName LastNameRui Fang
Yuanbao Inc.
February 1, 2024
Page 2
you plan to rely on the “controlled company” exemptions from certain corporate
governance requirements. In this regard, we note your disclosure here that "if" you rely on
these exemptions your shareholders will not have the same protection, while your
disclosure on page 79 indicates that you "intend" to rely on certain corporate governance
exemptions.
Conventions that Apply to This Prospectus, page 14
3.We note your response and revised disclosure in response to our prior 7, that to the extent
mainland China laws and regulations are applied in Hong Kong and Macau, the legal and
operational risks associated with operating in mainland China may also apply to
operations in Hong Kong and Macau.  To the extent any mainland China laws and
regulations are not applicable to operations in Hong Kong or Macau, please also revise
your disclosure to discuss any commensurate laws or regulations in Hong Kong or Macau,
if applicable, and any risks and consequences to the company associated with those laws
and regulations.
4.We note your response to our prior comment 8 and reissue the comment in part.  We note
your proposed disclosure that "we," "us," "our company," "our" or "Yuanbao" refers to
Yuanbao Inc. and its subsidiaries, and, only in the context of describing your consolidated
financial information, business operations and oeprating data, also includes the VIE and
its respective subsidiaries.  Please refrain from using terms such as "we" or "our" when
describing activities or functions of a VIE.  Clearly disclose how you will refer to the
holding company, subsidiaries, and VIEs when providing the disclsoure throughout the
document so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries or entites are conducting the business operations.
We will be a "controlled company" as defined under the [NYSE/Nasdaq] corporate governance
rules, page 79
5.We note your response to prior comment 11 and reissue. Please reconcile your disclosure
here that Mr. Rui Fang will own more than 50% of your total voting power with your
disclosure on page 188 that Mr. Fang currently maintains voting power over 40.4% of
your outstanding ordinary shares. In this regard, please advise if it is anticipated that Mr.
Fang will increase his voting power in connection with this offering.
Overview, page 102
6.We note the response to comment 15. Please address the following:
•On pages F-21 and F-70, you reference “distribution service contracts” and “other
service contracts”. Please confirm, if true, that these represent separate contracts
entered into with partnered insurance carriers and revise your disclosure accordingly.
•Revise to disclose if the contracts entered into with the partnered insurance carriers
have different fee structures depending on the services performed.
•Revise to disclose whether the other services can be sold separately from the

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 February 1, 2024 Page 3
 FirstName LastNameRui Fang
Yuanbao Inc.
February 1, 2024
Page 3
distribution of insurance policies. Please explain whether a partnered insurance
provided can enter into a distribution service contract without entering into an other
service contract or vice versa.
•Revise to define what is meant by the phrase “interconnectedness” with the insurance
distribution as well as addressing the reasons why the services are “mission critical”
in distributing insurance policies.
•Revise to discuss the contractual terms of the arrangements and address how these
relate to the disclosure that “consideration of the contractual terms is based on the
understanding that these services form a cohesive, mutually reinforcing unit that is
not intended or designed to operate as two distinct commercial streams.”
•Revise to discuss what is meant by the disclosure that “cooperation with partnered
insurance carriers is also founded on the consensus that we would provide integrated
solutions.”
•Given the disclosures beginning on page 21, we note that the WFOE and its
subsidiary are primarily engaged in research and development efforts as well as the
provision of services to partnered insurance carriers and earn service fees from these
insurance carriers. We further note that the VIE and its subsidiaries, on the other
hand, are primarily engaged in and generate revenues from the insurance distribution
business and incur various types of expenses for the insurance distribution business.
Thus, it would appear that the Company has the information available to separately
quantify and discuss revenues and expenses associated with the insurance distribution
business separately from the services business, and that this information would be
useful to a potential investor. Please revise your disclosures accordingly throughout
the document.
Key Operating Metrics, page 103
7.We note the response to comment 12 and your revised disclosure of the retention rate of
active users. We continue to believe that a metric identifying the number of policies which
were renewed in the year following issuance provides users with beneficial information in
evaluating growth. Please revise your disclosure to include this metric.
Revenue, page 107
8.Please revise to provide a discussion of the types of insurance policies distributed and the
related premiums earned for medical insurance, critical illness insurance and life
insurance and others during the periods presented.
Operating Costs and Expenses, page 108
9.Please revise to disclose and provide a discussion of each of the different expense
components which encompass “selling and marketing expenses” for each of the periods
presented.
10.We note the response to comment 19 and the use of the term “consumer acquisition costs”

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 February 1, 2024 Page 4
 FirstName LastNameRui Fang
Yuanbao Inc.
February 1, 2024
Page 4
throughout the document. Please revise to define “consumer acquisition costs” and revise
the disclosures throughout the filing to address more appropriately what the reference to
these costs represents. In addition, your disclosures should address the nature and terms of
the contractual agreements with the third-party user traffic channels which are utilized to
acquire and/or gain access to potential end result insurance policy purchasers.
Exclusive Forum, page 196
11.We note your response to prior comment 22 and reissue in part. Consistent with your risk
factor beginning on page 84, please disclose here that there is uncertainty as to whether a
court would enforce the exclusive forum provision. Since the provision applies to
Securities Act claims, please also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. In that regard, clarify that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
Note 2. Significant Accounting Policies
p) Revenue Recognition, page F-21
12.We note the Company earns both commission fees under the "distribution service
contracts" and other revenues by providing other services under the “other service
contracts”. Please revise your revenue recognition policy here, and on page F-71, to
separately address the policies for commission fees and other services, ensuring to address
the following:
•The specific performance obligation for each type of the individual service provided
(i.e., for each individual revenue stream).
•When the performance obligation is complete and when payments are received.
•How you account for payments and whether you record receivables for payments
made over time.
Note 5. Accounts Receivable, page F-31
13.Please revise your disclosure here, and on page F-80, to include an aging analysis for the
accounts receivable for each of the periods presented.
            Please contact Ben Phippen at 202-551-3697 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameRui Fang
 Comapany NameYuanbao Inc.
 February 1, 2024 Page 5
 FirstName LastName
Rui Fang
Yuanbao Inc.
February 1, 2024
Page 5
Office of Finance

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
Page 2
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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 Comapany NameYuanbao Inc.
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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