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United States securities and exchange commission logo
December 27, 2023
Songlin Song
Chief Executive Officer
Zhengye Biotechnology Holding Limited
No.1 Lianmeng Road, Jilin Economic & Technical Development Zone
Jilin City, Jilin Province, China
Re: Zhengye
Biotechnology Holding Limited
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted December
14, 2023
CIK No. 0001975641
Dear Songlin Song:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1. You state you "have
filed with the CSRC the filing documents" and that "except for the
Supplementary Material
Request issued by the CSRC regarding your planned overseas
listing on September
26, 2023" you and the operating entity have not received any inquiry
regarding your planned
overseas listing from the CSRC or any other PRC governmental
authorities. Please
update your disclosure to clarify whether you have provided the
Supplementary Material
Request or otherwise advise.
Songlin Song
FirstName LastNameSonglin Song
Zhengye Biotechnology Holding Limited
Comapany27,
December NameZhengye
2023 Biotechnology Holding Limited
December
Page 2 27, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Operating expenses, page 65, page 65
2. We acknowledge the information provided in your response to comment 2.
Please expand
your discussion of operating expenses to describe and quantify the
major costs within each
expense caption and key factors causing changes in these expenses for
each period
presented. In particular for research and development expenses,
quantify total spending
for each research and development project in your collaboration with
the Government of
Jilin Province PRC, as discussed on pages 98-103.
Industry
Analysis of Domestic Top Players' Pet Vaccine Portfolio, page 80
3. We note your response to prior comment 3 and reissue in part. Please
revise your
disclosure to include a clear description of the trial structure for
project Feline
Rhinotracheitis, Feline Rhino conjunctivitis and Feline Panleukopenia
Triple Inactivated
Vaccine.
R&D, page 94
4. We note your response to our prior comment 5. We also note that the
memorandum was
signed on April 3, 2018. Please clarify if the termination provisions
remained the same
and if the duration of the agreement was extended. If so, please
include the updated
duration or otherwise advise.
Notes to Unaudited Condensed Consolidated Financial Statements
2. Summary of Significant accounting Policies
Research and development expenses, page F-36
5. We acknowledge the information in your response to prior comment 7.
Please expand
your disclosure to describe and quantify terms governing your funding
commitments to
these third parties, including the estimated commitment amount and
duration of the
funding period, as well as terms governing your access to intellectual
property developed
under these collaborations. Also, explain the basis for your assertion
that "no research
project agreement should be accounted in accordance with ASC 730-20,"
including how
these collaborations differ from arrangements described in ASC
730-20-05. Refer us to
the technical guidance upon which your relied and revise your
disclosure accordingly.
Please contact Franklin Wyman at 202-551-3660 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-8342 with
any other
questions.
Songlin Song
Zhengye Biotechnology Holding Limited
December 27, 2023
Page 3
Sincerely,
FirstName LastNameSonglin Song
Division of Corporation
Finance
Comapany NameZhengye Biotechnology Holding Limited
Office of Life Sciences
December 27, 2023 Page 3
cc: Ying Li, Esq.
FirstName LastName