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United States securities and exchange commission logo
July 27, 2023
Richard Yeh
Chief Financial Officer
I-Mab
555 West Haiyang Road
Pudong District, Shanghai, 200124
People s Republic of China
Re: I-Mab
Form 20-F for the
Year Ended December 31, 2022
Filed May 1, 2023
File No. 001-39173
Dear Richard Yeh:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I/of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 213
1. We note your statement
that you reviewed your register of members and public EDGAR
filings made by your
shareholders in connection with your required submission under
paragraph (a). Please
supplementally describe any additional materials that were
reviewed and tell us
whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and
(3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
Richard Yeh
I-Mab
July 27, 2023
Page 2
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2)and (b)(3) are
provided for I-
Mab or I-Mab and its subsidiaries. We also note that your list
of subsidiaries in
Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong.
Please note that
Item 16I(b) requires that you provide disclosures for yourself and your
consolidated
foreign operating entities, including variable interest entities or
similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3), please provide the required information for
you and all of your
consolidated foreign operating entities in your supplemental
response.
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.
Please contact Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377
with any
other questions.
Sincerely,
FirstName LastNameRichard Yeh
Division of
Corporation Finance
Comapany NameI-Mab
Disclosure Review
Program
July 27, 2023 Page 2
cc: Haiping Li, Esq.
FirstName LastName