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                              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