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                              August 10, 2023

       Guang Yang
       Vice President of Finance
       Waterdrop Inc.
       Block C, Wangjing Science and Technology Park
       No. 2 Lize Zhonger Road
       Chaoyang District, Beijing 100102
       People   s Republic of China

                                                        Re: Waterdrop Inc.
                                                            Form 20-F
                                                            For the Fiscal Year
Ended December 31, 2022
                                                            Filed April 17,
2023
                                                            File No. 001-40376

       Dear Guang Yang:

              We have reviewed your filing 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. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year Ended December 31, 2022

       General

   1.                                                   In future filings,
please prominently disclose that you are not a Chinese operating
                                                        company but a Cayman
Islands holding company with operations conducted by your
                                                        subsidiaries and
through contractual arrangements with variable interest entities (VIEs)
                                                        based in China and that
this structure involves unique risks to investors. If true, disclose
                                                        that these contracts
have not been tested in court. Explain whether the
                                                        VIE structure is used
to provide investors with exposure to foreign investment in China-
                                                        based companies, and
disclose that investors may never hold equity interests in the
                                                        Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory
                                                        authorities could
disallow this structure, which would likely result in a material change in
 Guang Yang
FirstName
Waterdrop LastNameGuang  Yang
           Inc.
Comapany
August 10, NameWaterdrop
           2023          Inc.
August
Page 2 10, 2023 Page 2
FirstName LastName
         your operations and/or a material change in the value of the
securities that you are
         registering for sale, including that it could cause the value of such
securities to
         significantly decline of become worthless. Please include your
proposed disclosure in the
         response letter.
2.       In future filings, please provide prominent disclosure about the legal
and operational risks
         associated with being based in or having the majority of the company
s operations in
         China. Your disclosure should make clear whether these risks could
result in a material
         change in your operations and/or the value of the securities you are
registering for sale or
         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. 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. Please disclose the location of your auditor   s
headquarters and whether and
         how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated
         Appropriations Act, 2023, and related regulations will affect your
company. Please
         include your proposed disclosure in your response letter.
3.       In future filings, please include Item 16J of Form 20-F or tell us why
you do not need to
         include this item. Please include your proposed disclosure in your
response letter.
Introduction, page 1

4.       In future filings, 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. Disclose clearly the entity
(including the domicile)
         in which investors are purchasing an interest. Please include your
proposed disclosure in
         your response letter.
5.       In future filings, please revise your definition of "China" or "PRC"
to remove the
         exclusion of Hong Kong and Macau from this definition. The definition
may clarify that
         the only time that "China" or the "PRC" does not include Hong Kong or
Macau is when
         your are referencing specific laws and regulations adopted by the PRC.
If it does, 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
         regulations. 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. Please confirm your understanding and include your proposed
disclosure in
 Guang Yang
FirstName
Waterdrop LastNameGuang  Yang
           Inc.
Comapany
August 10, NameWaterdrop
           2023          Inc.
August
Page 3 10, 2023 Page 3
FirstName LastName
         your response letter.
Risk Factors
If the PRC government finds that the agreements that establish the structure,
page 35

6.       We note your disclosure that the Cayman Islands holding company
controls and receives
         the economic benefits of the VIEs' business operations through
contractual agreements
         between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and
that those
         agreements are designed to provide your WFOE with the power, rights,
and obligations
         equivalent in all material respects to those it would possess as the
principal equity holder
         of the VIEs. We also note your disclosure that the Cayman Islands
holding company is the
         primary beneficiary of the VIEs. However, neither the investors in the
holding company
         nor the holding company itself have an equity ownership in, direct
foreign investment in,
         or control of, through such ownership or investment, the VIEs.
Accordingly, in future
         filings, please refrain from implying that the contractual agreements
are equivalent to
         equity ownership in the businesses of the VIEs. Any references to
control or benefits that
         accrue to you because of the VIEs should be limited to a clear
description of the
         conditions you have satisfied for consolidation of the VIEs under U.S.
GAAP.
         Additionally, your disclosure should clarify that you are the primary
beneficiary of the
         VIEs for accounting purposes. Please also disclose in future filings,
if true, that the VIE
         agreements have not been tested in a court of law. Please include your
proposed
         disclosure in your response letter.
The PRC government's significant oversight and discretion over our business
operation , page 41

7.       Given the significant oversight and discretion of the government of
the People   s Republic
         of China (PRC) over the operations of your business, in future filings
please describe any
         material impact that intervention or control by the PRC government has
or may have on
         your business or on 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." Please
include your
         proposed disclosure in your response letter.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 153

8.       We note your statement that you reviewed your register of members and
publicly
         available documents such as beneficial ownership reports on Schedules
13D or 13G 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).
 Guang Yang
Waterdrop Inc.
August 10, 2023
Page 4
9.       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
         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.
10.      We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
         for Waterdrop Inc. and, in some cases, its VIEs or the VIEs
subsidiaries as well. We also
         note that your list of subsidiaries in Exhibit 8.1 appears to indicate
that you have
         subsidiaries in Hong Kong and mainland China that are not included in
your VIEs. 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) and (b)(5), 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.

        You may contact Michael Henderson, Staff Accountant at (202) 551-3364
or Robert
Klein, Accounting Branch Chief at (202) 551-3847 if you have questions
regarding comments on
the financial statements and related matters. Please contact Madeleine Joy
Mateo, Staff
Attorney at (202) 957-9365 or Susan Block, Staff Attorney at (202) 551-3210
with any other
questions. Contact Austin Pattan at (202) 551-6756 or Jennifer Thompson at
(202) 551-3737 if
you have any questions about comments related to your status as a
Commission-Identified Issuer
during your most recently completed fiscal year.



FirstName LastNameGuang Yang                                   Sincerely,
Comapany NameWaterdrop Inc.
                                                               Division of
Corporation Finance
August 10, 2023 Page 4                                         Office of
Finance
FirstName LastName