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United States securities and exchange commission logo
June 4, 2024
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. 1 to
Registration Statement on Form F-1
Filed May 15, 2024
File No. 333-276436
Dear Songlin Song:
We have reviewed your
amended registration statement and have the following comment.
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 Registration Statement on Form F-1
General
1. We note the changes you
made to your disclosure appearing on the Cover Page, Summary
and Risk Factor
sections relating to legal and operational risks associated with operating
in China and PRC
regulations. It is unclear to us that there have been changes in the
regulatory environment
in the PRC since the prior amendment that was filed on January 9,
2024, warranting
revised disclosure to mitigate the challenges you face and related
disclosures. The Sample
Letters to China-Based Companies sought specific disclosure
relating to the risk
that the PRC government may intervene in or influence your operations
at any time, or may
exert control over operations of your business, which could result in a
material change in your
operations and/or the value of the securities you are registering
for sale. We remind you
that, pursuant to federal securities rules, the term control
(including the terms
controlling, controlled by, and under common control with ) as
defined in Securities
Act Rule 405 means the possession, direct or indirect, of the power
to direct or cause the
direction of the management and policies of a person, whether
Songlin Song
Zhengye Biotechnology Holding Limited
June 4, 2024
Page 2
through the ownership of voting securities, by contract, or otherwise.
We do not believe
that your revised disclosure conveys the same risk. Please restore your
disclosures in these
areas to the disclosures as they existed in prior filings.
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.
Sincerely,
FirstName LastNameSonglin Song
Division of Corporation
Finance
Comapany NameZhengye Biotechnology Holding Limited
Office of Life Sciences
June 4, 2024 Page 2
cc: Ying Li, Esq.
FirstName LastName